License Agreement & Terms

Loop Works Terms of Service

Last Updated: 01.07.2019

This Terms of Service (“Terms of Service”) is made and entered into between Loop Works, LLC ("Loop Works”) and you and/or the legal entity that you represent (hereinafter, “you” or “your”).  This Terms of Service governs your access to and/or use of the Loop Works platform, applications, any sites related thereto and/or products, and services Loop Works has now and/or in the future (collectively, the “Services”).  This Terms of Service is entered into as of the earlier of (i) the date you first register an account that is accepted by Loop Works, or (ii) your initial access to and/or use of the Services (“Effective Date”).

  1. Acceptance

By clicking on the “Accept” button on the screen, submitting a registration form and/or by accessing and/or using the Services, you acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions of this Terms of Service, as well as all other applicable rules or policies, terms and conditions and/or Terms of Services that are and/or may be established by Loop Works from time to time and the foregoing shall be incorporated herein by reference.  If you agree to this Terms of Service on behalf of an entity, or in connection with providing and/or receiving services on behalf of an entity, you represent and warrant that you have authority to bind such entity to this Terms of Service.  In such event, “you” and “your” as used herein will refer and apply to such entity or agency.   The terms and conditions of this Terms of Service will exclusively govern your access to and/or use of the Services.  If you do not accept this Terms of Service, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized.

  1. Description of Service Elements

Subscription Services.  The Services include the Loop Works Link™ Talent Engagement Platform, Loop Works Pool™ Talent Relationship Management Platform and toolset, the Loop Works Stream™ Brand Candidate Marketing Platform and the Loop Works Flow™ Private SMS Messaging Network.

Loop Works will provide you with access to documents online through its website, application and/or portal and such documents will outline features of the Services, support information, help center, frequently asked questions and how-to guidelines.

Out of Scope Services.  In the event you request additional services outside the scope of Services described herein, then you shall submit such request in writing to Loop Works.  Thereafter, the parties shall memorialize any agreed upon changes in writing.

  1. Changes to Terms

Loop Works may, at any time, for any reason, make changes to the Services and/or modify this Terms of Service in its sole and absolute discretion.  If Loop Works makes changes and/or modifications that affect your use of and/or access to the Services, we will post notice of the change and/or modification on this Terms of Service and change the ‘Last Updated’ date set forth above.  You agree that your continued use of the Services following changes and/or modifications will constitute your acceptance of such changes and/or modifications.  We may also provide you additional forms of notice as appropriate under the circumstances.  If you do not agree to the changes, you shall close your account and shall not use the Services offered after the effective date of the changes and/or modifications.  Please revisit this Terms of Service regularly to ensure that you stay informed of any changes and/or modifications.

  1. Use of the Services

Eligibility.  The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13).  Loop Works does not knowingly collect or solicit information from children under the age of thirteen (13).  To access and/or use the Services, you must be eighteen (18) years or older or have the requisite power and authority to enter into this Terms of Service.  If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information, so please contact us at support@loopworks.com if you think a child has provided us with personal information.

Use.  You are solely responsible for obtaining, maintaining, installing and supporting all ‘Internet’ access, computer hardware, software, telecommunications capabilities and other equipment and services (specifically including responsibility for providing appropriate personal computers and mobile devices) needed for you and your authorized users to access and use the Services.  You shall ensure that your network and systems comply with the relevant specifications provided by Loop Works from time to time and shall provide Loop Works with information as may be required by Loop Works in order to provide the Services.

Permitted Use.   You will ensure that its users of the Services abide by the terms and conditions of this Terms of Service and you acknowledge and agree that you shall be fully liable for any breach of the terms set forth herein.  You will determine the access controls for your users and will be liable for activity occurring under your account, including compliance with the terms and conditions of this Terms of Service. You can utilize the Services to communicate with candidates and employees if you have granted permission for such communications.

Illegal Use.  You shall not access, store, distribute or transmit any Viruses or any material during the course of your use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing and/or racially and/or ethnically offensive, (ii) facilitates illegal activity, and/or (iii) causes damage and/or injury to any person and/or property.  “Virus” shall mean any thing and/or device (including without limitation any software, code, file and/or program) which may prevent, impair and/or otherwise adversely affect the operation of any computer software, hardware and/or network, any telecommunications service, equipment and/or network and/or any other service and/or device, prevent, impair and/or otherwise adversely affect access to and/or the operation of any program and/or data, including the reliability of any program and/or data (whether by re-arranging, altering and/or erasing the program and/or data in whole or part or otherwise) and/or adversely affect the user experience, including worms, ‘Trojan’ horses, viruses and other similar things or devices.  Notwithstanding anything herein to the contrary, Loop Works reserves the right, without liability to you, to disable and/or suspend your access to and/or use of the Services in the event (a) of any breach or anticipated breach of this Terms of Service (b) you and/or your users use of the Services disrupts and/or poses a security risk to the Services and/or any other client, may harm Loop Works systems and/or any provider of any third-party services and/or may subject Loop Works and/or any third-party to liability; (c) you and/or your authorized users are using the Services for fraudulent and/or illegal activities; and/or (d) Loop Works continued provision of any of the Services to you and/or you users is prohibited by applicable law.

Unauthorized Access.  You acknowledge and agree that Loop Works utilizes third-party service providers to host and provide the Services and store your data and the protection of such data will be in accordance with such third party’s safeguards for the protection and the security and confidentiality of your data.  You are responsible for properly configuring and using the Services and taking appropriate steps to maintain security, protection and backup of all User Content and data.  Loop Works is not responsible for any unauthorized access to, alteration of, and/or the deletion, destruction, damage, loss and/or failure to store any of, User Content and data or other information that you or your users submits and/or uses in connection with the Services (including as a result of your errors, acts or omissions).

  1. Right to Use; Accounts; Maintenance; Prohibited Conduct.

Right to Use.  Subject to Loop Works receipt of the fees for the Services and provided you are using such Services in accordance with the terms and conditions set forth herein, Loop Works hereby grants you the right to access and use the Services during the term solely for your personal use or internal business operations and in accordance with the terms and conditions set forth herein.

User Account Access Obligations

All users need to sign up for a user account by providing all required information in order to access and/or use the Services. Such account requires you to (i) indicate agreement to this Terms of Service, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined by Loop Works in its sole and absolute discretion.  Services for corporate internal use require all users from the organization to provide validated corporate contact information including but not limited to a corporate email address.  If you establish an account with Loop Works, you agree to provide true, accurate and current information in connection with your account.  You are responsible for updating and correcting information you have submitted to create and/or maintain your account.  You are solely responsible for maintaining the security and confidentiality of the password you use to access and use the Services.  You acknowledge and agree that Loop Works shall have no responsibility for any incident arising out of, or related to, your account.  Loop Works will assume that anyone using the Services and/or transacting through your account is you or authorized by you.  Therefore, you further agree to immediately notify Loop Works of any unauthorized use of your password and/or account and/or any other breach of security.  We may refuse to grant you an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by Loop Works in its sole and absolute discretion.  If you provide any information that is untrue, inaccurate, outdated and/or incomplete, or if Loop Works has reasonable grounds to suspect that such information is untrue, inaccurate, outdated and/or incomplete, Loop Works may suspend or terminate the user account until the user account it validated by the corporate account owner.

Licensed Users Personal Information and Privacy

Personal information you provide to Loop Works through the Services is governed by Loop Works Privacy Policy (“Privacy Policy”) as may be changed from time to time by Loop Works in its sole and absolute discretion, and the parties agree that such then-current version shall be incorporated herein by reference.  Your election to use the Services indicates your acceptance of the terms of the Loop Works Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You may contact our Privacy Officer at any time by email at the following address; privacy@loopworks.com.

Corporate Accounts

When Loop Works activates a corporate account, one or more corporate users (“Administrators”) will be required. The Administrators will have the right to configure elements of the Services based on the user configuration account rights granted and may manage users in your organization. If your corporate account is created and/or configured on your behalf by a Loop Works reseller or third party, it is likely that such third party has assumed the Administrator role for your organization.  Please make sure that you entered into a suitable agreement with such third party specifying such party’s roles and restrictions as an Administrator of your corporate account.  You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as Administrators for managing your organization’s account, and iii) ensuring that all activities that occur in connection with your corporate account comply with this Terms of Service.  You understand that in the event Administrators are granted account rights, Loop Works is not responsible for account administration and internal management of Services for you.  You are solely responsible for taking necessary steps to ensure that your organization does not lose control of the Administrator accounts.  You may specify a process to be followed for recovering control in the event of such loss of control of the Administrator account by sending an email to help@loopworks.com or contacting your Loop Works representative or account manager.  Loop Works may provide control of an Administrator account to an authorized individual providing proof satisfactory to Loop Works demonstrating authorization to act on behalf of you and/or the organization.

Corporate Accounts Users Personal Information and Privacy

Personal information provided to Loop Works through the Services is governed by Loop Works Privacy Policy (“Privacy Policy”) or Contractual Clauses agreed to by your Organization (“Data Processing Standard Contractual Clauses”) or for EEA residents (“General Data Protection Regulation Terms”) or by submission of a request to privacy@loopworks.com, and may be changed from time to time by Loop Works in consultation with your Organization, and the parties agree that such then-current version shall be incorporated herein by reference.  Your election to use the Services indicates your acceptance of the terms of the Loop Works Privacy Policy or Contractual Clauses as applicable. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You may contact our Privacy Officer at any time by email at the following address; privacy@loopworks.com.

Access to Loop Works Staging Environment

We may offer certain Services as restricted or private access staging services (“Staging”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation.  We will, in our sole and absolute discretion, determine the success of such testing and the decision, if any, to offer the Staging as commercial services.  We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any Staging with or without notice to you.  You agree that Loop Works will not be liable to you or to any third party for any harm related to, arising out of, and/or caused by the modification, suspension and/or discontinuance of any of the Staging for any reason.

Maintenance.  During the term, Loop Works will make available to you updates, patches and bug fixes with respect to the Services as may, from time to time, be developed and made generally available by Loop Works to its clients.

Prohibited Conduct.  Except as expressly permitted hereunder, you shall not, directly or indirectly, without the express, prior written consent of Loop Works: (i) use or permit the use of, reproduce or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, rent, lease, or transfer the Services or any portion thereof, or any of your rights thereto; (ii) merge any Services or any portion thereof with any other program and/or materials; (iii) reverse engineer, decompile, disassemble, extract and/or otherwise derive or attempt to derive the source code of any Services and/or any other compiled software provided and/or made available by Loop Works hereunder; (iv) adapt, translate, localize, port and/or otherwise modify any Services and/or any other compiled software provided and/or made available by Loop Works hereunder; (v) access all or any part of the Services in order to build a product and/or service which competes with the Service; (vi) access data not intended for you, monitor the Services for data gathering purposes in an effort to track usage, aggregate, pricing and/or similar information, and/or interfere with the Services in relation to any user in any manner; (vii) use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; (viii) remove, obliterate and/or cancel from view any copyright, trademark and/or other proprietary or confidentiality notice or legend appearing on and/or in any materials provided and/or made available by Loop Works hereunder, and/or fail to reproduce any such notice or legend on any copy made of any such materials; (ix) take any action that materially interrupts and/or interferes with, and/or that might reasonably have been expected to materially interrupt and/or interfere with, the Services, Loop Works business operations and/or other clients; and/or (x) permit any other user, person and/or entity to engage in any of the foregoing conduct.

Spamming

Gathering email addresses and mobile phone numbers from Loop Works through harvesting and/or automated means is prohibited.  Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials and/or any other forms of solicitation to other users is prohibited.  We also prohibit crawling, scraping, caching and/or otherwise accessing any content on the Services via automated means, including but not limited to user profiles and/or photos (except as may be the result of standard search engine protocols and/or technologies used with Loop Works express written consent).  You may not use the Services in any manner that could damage, disable, overburden and/or impair the Services and/or interfere with any other party's use and/or enjoyment of the Services.  You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services.  You may not interfere with the proper working of the Services, including without limitation by placing an unreasonable load on the Services infrastructure.

Communications from Loop Works

By creating an account, you agree to receive certain communications in connection with the Services from Loop Works such as service announcements, administrative messages and/or notifications. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically.  You acknowledge and agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  As part of our policy to provide you with privacy, we also provide you the option of opting out from receiving non-critical communications from us.  However, you will not be able to opt-out from receiving critical service announcements and administrative messages.

  1. Subscription Fees.

Fees.  In consideration of the provision of the Services described herein, you agree to pay Loop Works the fees including without limitation subscription fees for the subscription option selected by you during the account registration process.  Notwithstanding anything herein to the contrary, fees and charges are subject to change by Loop Works at any time upon thirty (30) days prior notice to you.  All fees, expenses and taxes due hereunder will be paid in U.S. dollars.  All fees due and payable by you to Loop Works under this Terms of Service must be paid in full without any deduction, set-off, counterclaim and/or withholding of any kind unless required by law.

Payments.  Services provided to you on a monthly subscription shall be due in advance on the 30th of each month (ii) Services that are billed on an annual subscription shall be due yearly in advance on each anniversary of the Effective Date, and/or (iii) additional services shall be invoiced monthly in arrears.

Taxes.  Fees are exclusive of applicable taxes.  You are liable for all taxes, fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Terms of Service (collectively, Taxes) except for taxes based on Loop Works net income and/or payroll taxes.  You will indemnify, defend and hold harmless Loop Works for all taxes imposed which may be attributable to the Services.

Late Payment. In the event that fees are not paid within ninety (90) days from the date such payment is due, Loop Works may, in addition to other available remedies, suspend and/or disable the password, account and/or access to all or part of the Services. In the event of the foregoing, Loop Works shall not be obligated to provide any or all of the Services until such fees are paid in full.  You acknowledge and agree that Loop Works shall not be in breach of this Terms of Service or liable for failure to perform in the event you fail to make payments when due hereunder.

  1. Term

This Terms of Service shall commence on the Effective Date and shall continue until such time the Subscription is cancelled, unless terminated earlier by you or Loop Works in accordance with the terms and conditions set forth herein.

  1. Termination

Termination for Breach.  If a party materially breaches this Terms of Service (the "Defaulting Party"), and the Defaulting Party does not cure such breach within thirty (30) calendar days after its receipt of written notice of material breach, the non-defaulting party may terminate this Terms of Service upon written notice to the Defaulting Party.  Termination of this Terms of Service will be without prejudice to any other rights and remedies that the non-defaulting party may have under this Terms of Service, at law and/or in equity.  Notwithstanding the foregoing and without limiting any other remedies Loop Works may have hereunder, Loop Works, without notice, may suspend and/or terminate your account if Loop Works suspects, in its sole discretion, that you (by information, investigation, conviction, settlement, and/or otherwise) have violated any of Loop Works policies, terms and/or conditions set forth in this Terms of Service and/or any other policy and/or you have engaged in an improper and/or fraudulent activities.

Termination for Convenience.  Either party may terminate this Terms of Service upon providing thirty (30) days prior written notice to the other party.

Effect of Termination.  Upon termination you will cease using the Services and pay all outstanding fees, charges and expenses incurred through the effective date of termination.  For avoidance of doubt, refunds (if any) shall be in the sole and absolute discretion of Loop Works.

  1. Ownership

Intellectual Property.  Loop Works retains all rights, title, interest and ownership of, any and all IP and proprietary rights with respect to the Services, and any other materials provided or made available to you by Loop Works hereunder.  “IP” means all intellectual property including without limitation all patents, inventions, trademarks, service marks, trade names and trade dress, copyrights and copyrightable works, trade secrets, know-how, design rights and database rights.  Except for the rights expressly granted to you in this Terms of Service, all such Services and other materials that are provided and/or made available, and all work product that is developed, under this Terms of Service, all modifications, compilations, and derivative works thereof, and all intellectual property and proprietary rights pertaining thereto, are and shall remain the property of Loop Works and its respective licensors (and to the extent any rights of ownership in any such materials, works, or rights might, for any reason, otherwise vest in you, you hereby assigns such ownership rights to Loop Works).

Rights.  Loop Works confirms that it has all the rights necessary to provide the Services described herein and has the ability to grant all the rights it purports to grant under, and in accordance with, the terms of this Terms of Service.

User Content.  You are responsible for providing all user data and/or information and responsible for the accuracy, quality, integrity and legality of such data and of the means by which authorized users access and use the User Content. You hereby grant Loop Works a worldwide, non-exclusive right and license to reproduce, distribute and display the User Content as necessary to provide the Services.  You represent and warrant that you own all User Content or that you have permission from the rightful owner to use each of the elements of User Content; and that you have all rights necessary for Loop Works to use the User Content in connection with the Services.  You and your licensors retain title, all ownership rights, and all IP, in and to the User Content and reserve all rights not expressly granted to Loop Works hereunder.  Notwithstanding anything herein to the contrary, Loop Works shall be the exclusive owner of all aggregated, anonymized data that cannot identify any person and that is derived from or created through the use of the Services by you and/or your users.  “User Content” means any elements of text, graphics, images, photos, designs, artwork, logos, trademarks, service marks, and other materials or content which you provide in connection with any Services.  User Content excludes any content available in the public domain; and any content owned or licensed by Loop Works, whether in connection with providing Services or otherwise.

Feedback. Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services.  If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to Loop Works a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback.  Loop Works has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

  1. User Complaints

You are solely responsible for interactions with other users.  Loop Works reserves the right, but has no obligation, to monitor disputes between users of the Services.  Loop Works reserves the right to take any action it deems necessary to protect the personal safety of our users and/or the public.  If we receive a complaint from any person against you with respect to your activities as part of your use of the Services, we will forward the complaint to the corporate representative designated in our contracts.  Users must respond to the complainant directly within ten (10) days after receiving the complaint forwarded by us and shall copy Loop Works on the communication.

  1. Indemnification

You shall indemnify, defend and hold Loop Works and its officers, associates, employees, contractors and agents harmless from and against all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses and/or liabilities of any nature (“Claim”) arising out of and/or related to (i) your acts and/or omissions, (ii) your breach of the terms and/or conditions of this Terms of Service, (iii) your failure to use the Services in accordance with the terms and conditions set forth herein, and/or (iv) Loop Works use of your IP and/or User Content constitutes an infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license or other property or proprietary right of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party.  You shall give prompt notice to Loop Works upon your receipt of notice of any Claim against you that might give rise to a Claim against Loop Works.

  1. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICES AND ANY CONTENT ARE PROVIDED BY LOOP WORKS TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THIS TERMS OF SERVICE.  LOOP WORKS DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH LOOP WORKS EXPRESSLY DISCLAIMS.  WITHOUT LIMITING THE FOREGOING, LOOP WORKS AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS TO AND/OR USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) LOOP WORKS WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT.  LOOP WORKS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER LOSS OR DAMAGE RESULTING FROM (I) TRANSFER OF DATA OVER COMMUNICATION NETWORKS SUCH AS THE INTERNET AND/OR (II) INABILITY TO ACCESS OR GET ACCURATE DATA FROM THIRD-PARTY SYSTEMS AND/OR APPLICATIONS THAT THE SERVICES ARE DEPENDENT ON.  NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM LOOP WORKS OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE.

  1. LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK.  IN NO EVENT SHALL LOOP WORKS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF LOOP WORKS HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE.  THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY LOOP WORKS, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH STATES, LOOP WORKS LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, IN THE EVENT YOU ARE DISSATISFIED WITH THE SERVICES AND/OR HAVE ANY OTHER GRIEVANCE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE RIGHT TO DISCONTINUE ACCESS TO AND/OR USE OF THE SERVICES.

LOOP WORKS MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LOOP WORKS IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTH PERIOD PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

  1. Links

The Services may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and are for your convenience only.  Loop Works does not control or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites.  You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk.  We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit.  Loop Works reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion.  We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

  1. Separate Agreements

You may have other agreements with Loop Works.  Such agreements are separate and in addition to this Terms of Service.  This Terms of Service does not modify, revise or amend the terms of any other agreements you may have with Loop Works unless expressly agreed to by the parties in writing.

  1. Notices

All notices required under this Terms of Service shall be in writing and sent to the addresses and persons designated in the preamble or to such other addresses as may be designated by a party in writing.  All notices shall be deemed received when (i) delivered personally; (ii) sent by facsimile with confirmation receipt; or (iii) one (1) day after deposit with an overnight courier specifying next day delivery, with written verification of receipt.

  1. Assignment

This Terms of Service shall not be assigned, delegated or transferred by you without prior written consent from Loop Works.  This Terms of Service will be binding upon the parties and their respective legal successors and permitted assigns.

  1. Governing Law

This Terms of Service will be governed by, and construed in accordance with, the internal laws of the State of Illinois, without regard to its choice of laws principles.  Any action related to or arising from this Terms of Service shall take place exclusively in the courts situated in the City of Chicago, Cook County, Illinois and the parties hereby submit to the venue of the courts situated therein.

  1. Dispute Resolution. 

Except with respect to breach of Loop Works’ confidential information, intellectual property infringement and/or any lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, if a dispute arises between the parties relating to the interpretation and/or performance of this Terms of Service or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the parties have not succeeded in resolving the dispute, then the parties agree to resolve any claims related to this Terms of Service through final and binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association.  All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. In the event the agreement to arbitrate is found not to apply to a claim, the parties agree that any judicial proceeding (other than small claims actions) will be brought pursuant to Section 18 herein.

  1. Miscellaneous

Waiver. The failure by either party at any time to enforce any of the provisions of this Terms of Service and/or any right or remedy available hereunder and/or at law and/or in equity, and/or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy and/or option and/or in any way affect the validity of this Terms of Service.  The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

Recitals.  The recitals are hereby incorporated into and made a part of this Terms of Service.

Severability.  If any one or more of the provisions of this Terms of Service are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Terms of Service will be unimpaired and will remain in full force and effect.

Survival.  Any provision of this Terms of Service which, by its nature, would survive termination of this Terms of Service will survive any such termination of this Terms of Service.

Headings. The headings and titles of the Sections of this Terms of Service are not part of this Terms of Service, but are for convenience only and are not intended to define, limit or construe the contents of the provisions contained herein.

Amendment.  No modification of or amendment to this Terms of Service shall be effective unless such modification or amendment is in writing and signed by both parties hereto.  Any prior agreements or representations, either written or oral, relating to the subject matter of this Terms of Service are of no force or effect.

Counterparts.  This Terms of Service and any amendments thereto may be executed in counterparts and will not be effective and/or enforceable unless and until it is executed by an authorized representative of each of the relevant entities.

Attorneys Fees.  If either party brings legal action to enforce its rights under this Terms of Service, the prevailing party will be entitled to recover all fees, costs and expenses (including without limitation reasonable attorneys' fees) incurred in connection with the action.

Entire Agreement. This Terms of Service (including the terms and conditions set forth herein, all order forms, exhibits, Privacy Policy and other documentation referenced herein) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties.

  1. Contact

If you would like to request additional information regarding this Terms of Service or for any questions regarding a commercial relationship with Loop Works, please contact us at: support@loopworks.com.