Terms and Conditions

TERMS AND CONDITIONS (Effective as of 05/15/2022)

Please read the terms of this agreement (the “Agreement” or “Terms of Use” or “Terms”) carefully as they form a contract between you and LOOP SOFTWARE, Inc. a Delaware Corporation (“LOOP” or “Us” or “We”) that governs Your access and use of the websites and mobile apps that link to these Terms, and obligations related to driveway services requested and performed. In these Terms, the word “Sites” refers to each of these websites and mobile apps and the services and technologies offered on those Sites.

BY ACCESSING, OPERATING, DOWNLOADING, INSTALLING, REGISTERING, OR OTHERWISE USING THE SITES, OR CLICKING AN “I ACCEPT” OR “CONTINUE” BUTTON OR CHECKBOX ASSOCIATED WITH THIS AGREEMENT, YOU (OR YOUR AUTHORIZED AGENT, IF APPLICABLE) (A) EXPRESSLY AND EXPLICITLY ACKNOWLEDGE AND AGREE THAT THIS IS A BINDING AGREEMENT, (B) ARE OVER THE AGE OF 18 YEARS OLD OR AN EMANCIPATED MINOR, OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THE TERMS OF USE, AND (C) HEREBY AGREE TO THE TERMS OF THIS AGREEMENT AND ACCEPT LOOP’S OFFER TO USE THE LOOP SITES PURSUANT TO THE TERMS HEREIN. IF YOU ARE AN EMPLOYEE OR OTHER REPRESENTATIVE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT TO LOOP THAT YOU ARE (A) AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY AND BIND THE ENTITY TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AND (B) YOU ARE OVER THE AGE OF 18 YEARS OLD, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT OR ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY, DO NOT ACCESS, OPERATE, DOWNLOAD, INSTALL, REGISTER OR OTHERWISE USE THE LOOP SITES. 

You may not access the Sites if You are a direct competitor of LOOP, except with Our prior written consent. In addition, You may not access the Sites for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Furthermore, you may not download, install, operate, or use any downloadable software created by or made available by LOOP, other than software made publicly available by LOOP, without the Our prior written consent.

LOOP reserves the right, at any time and from time to time, with or without notice to you, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on Your use of the Sites. We further reserve the right to add or remove functionality or features, and We may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don’t like any changes, you can stop using our Sites at any time. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

LOOP strongly recommends checking the Terms periodically. If you disagree with the provisions of the Terms at any time, your sole remedy is to terminate your use of the Services and inform us of such termination as described in the Terms. Continued use of the Services constitutes your agreement to the Terms in effect. LOOP will communicate changes to this Agreement by posting the new version of the Agreement on its website at www.loopnow.us or other relevant Sites, or as otherwise determined by LOOP in its sole discretion, or as otherwise required by applicable law, at which time such updated Agreement will be immediately effective. 

Other than compliance with applicable privacy laws to the extent identified in Our Privacy Policy, LOOP makes no representations that the Sites are appropriate for use in other locations outside of the United States. If you use the Sites in or from locations outside the United States, you are responsible for compliance with all applicable laws and regulations as it relates to Your Data.  Some or all of Your Data will be stored in data centers located within the United States. 

Your use of the Sites may be provided by LOOP pursuant to a separate manually or digitally-executed agreement.

Those additional terms become part of your agreement with LOOP, if you use the Sites.

  1. YOUR ACCOUNTS

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Sites.

 

  • Ensuring that all persons who access the Sites through Your internet connection are aware of these Terms of Use and comply with them.

You may be required to create an account and specify a password in order to use certain services or features on the Sites. To create an account, you must be at least 18 years old and you must provide current, complete, truthful and accurate information about yourself. Do not attempt to impersonate anyone else when you create your account. If your information changes at any time, please update your account to reflect those changes.

You may not share your account with anyone else. Please keep your password confidential, and try not to use it on other websites. If you believe that your account has been compromised at any time, please notify LOOP immediately.

You agree that all information You provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Sites, is governed by our Privacy Policy, and You consent to all actions we take with respect to your information consistent with Our Privacy Policy.

  1. RIGHTS IN INFORMATION SUBMITTED OR POSTED BY YOU

We may provide opportunities for You or others to post certain digital content (“Content”) on the Sites. You can only post Content if You own all the rights to that Content, or if another rights holder has given you permission.

You do not transfer ownership of your Content simply by posting it. However, by posting Content, You understand, acknowledge and expressly grant Us, Our agents, licensees, and assigns an irrevocable, perpetual, worldwide, royalty-free, transferable, nonexclusive right and license to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, aggregate, and otherwise use Your Content, and any copyright rights, trademark rights, and other intellectual property rights contained therein (collectively, the “Rights”) (in whole or in part) and/or to incorporate such Content, including commentaries, reviews, notes, or other information in other works in any form, media, or technology now known or later developed, for the full term of any Rights that may exist in such content. You acknowledge that without these Rights, We could not offer our Sites. Please note that this license continues even if you stop using Our Sites.

You expressly agree that the burden of determining whether any Content You provide is protected as a copyright, trademark, trade secret, or other proprietary right rests solely with You, and You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, or other proprietary rights, or any other harm resulting from your submission. You agree to indemnify, release, and hold us harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content you post.

Keep in mind that if you send Us any information, ideas, suggestions, or other communications, those communications will not be confidential. Moreover, unless we tell you otherwise, we reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you. In addition, You grant to Us and Our affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sites any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the operation of the Sites.

Although We reserve the right to review, monitor, remove, or edit any of the information submitted, posted to, or contained within the Sites, at Our sole discretion, You acknowledge LOOP is under no obligation to do so, and shall have no liability for any information made available via the Sites. You acknowledge that any opinions, statements, recommendations, offers, advice, or other information presented or disseminated via the Sites are those of their respective authors who are solely responsible and liable for such Content. Likewise, You are solely responsible for the content of your postings, including, but not limited to, names, addresses, or entries posted to the Sites. LOOP reserves the right, in its sole discretion, to refuse to post or to remove any material submitted or posted on or to the Sites.

  1. CONTENT SUBMITTED OR POSTED BY OTHERS

We are not responsible for, and do not endorse, Content posted by any other person. Accordingly, we may not be held liable, directly or indirectly, for any loss or damage caused to you in connection with any Content posted by another user or third-party.

  1. YOUR USE OF THIRD PARTY SERVICES

All transactions using Site services are between the transacting parties only. The Site services may contain features and functionalities linking You or providing You with certain functionality and access to third party content, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You acknowledge that We are not responsible for such content or services. We may also provide some content to You as part of the Site services. However, LOOP is not an agent of any transacting party, nor are We a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between You and the applicable third-party. Similarly, We are not responsible for any third-party content you access with the Site services, and You irrevocably waive any claim against Us with respect to such sites and third-party content. LOOP shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third-party. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for Your dealings with any third party related to the Site services, including the delivery of and payment for goods and services. Should You have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of Your other service providers or any third-party services, We will not be responsible. If the Sites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If you decide to access any of the third party websites linked to Our Sites, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.

  1. YOUR USE OF THE SITES

Please do not use the Sites in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Sites or any features on the Sites (including any technological measures we employ to enforce these Terms). You are responsible for the accuracy, quality, and legality of Content you submit and the means by which You acquired such Content, and only using the Sites in accordance with applicable laws and government regulations, including, without limitation, any laws requiring registration or filings with local authorities, and the payment of any taxes.

You acknowledge that You are solely responsible for obtaining and maintaining any equipment or ancillary services needed to access or use the Sites, including, without limitation, modems, hardware, software, and long distance or local telephone service. You are responsible for ensuring that such equipment or ancillary services are compatible with the Services.

You agree not to:

  1. make any Site, portion of a Site, or LOOP Content available to, or use any Site, portion of a Site for the benefit of, anyone other than You;
  2. sell, resell, license, sublicense, distribute, rent or lease any Site, portion of a Site, or LOOP Content, or include any Site in a service bureau or outsourcing offering;
  3. use a Site to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
  4. use a Site to store or transmit malicious code;
  5. interfere with or disrupt the integrity or performance of any Site or third-party data contained therein;
  6. attempt to gain unauthorized access to any Site, portion of a Site, LOOP Content, or its related systems or networks;
  7. permit direct or indirect access to or use of any Site, portion of a Site, or LOOP Content in a way that circumvents a contractual usage limit;
  8. copy a Site, portion of a Site or any part, feature, function or user interface thereof;
  9. copy LOOP Content except as permitted herein or in the LOOP User Agreement;
  10. frame, in-line link, mirror or otherwise associate any part of any Site, portion of a Site, or LOOP Content without prior written authorization from Us;
  11. access any Site, portion of a Site, or LOOP Content in order to build a competitive product or service;
  12. decompile, reverse engineer, disassemble, modify, or create derivative works of any Site, portion of a Site;
  13. remove any copyright notices, identification or any other proprietary notices from the Sites or any software used therewith;
  14. post any Content, commentary, or other information in relation to a Site unless such information is truthful, and factual, and;
  15. enter, upload, post, or transmit to the Sites:
    1. commercial content or other materials or other marketing solicitations unless expressly approved by Us in advance;
    2. materials, pictures or other content that infringes or potentially violates any copyright, trademark, patent right or other proprietary right of any third party;
    3. unlawful, defamatory, abusive, threatening, libelous, obscene, pornographic, or other materials, pictures or content that would violate rights of publicity and/or privacy or that would violate any law;
    4. information that infringes upon the publicity or privacy rights of any person or entity;
    5. unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other similar materials;
    6. material that contains a virus or any other thing intended to destroy, limit, or otherwise impair the functionality of any computer software, hardware, or other equipment; and
    7. information that:
      1. defames, disparages, or libels a person, company, entity, or service or depicts such person, company, entity, or service in a false light;
      2. falsely states an affiliation with a person or entity, impersonates any person or entity, or uses an identity that is confusingly similar to another person’s identity;
      3. manipulates identifying factors to disguise the origin of any posted content; iv) Intentionally or unintentionally violates any applicable local, state, federal, or international law;
      4. harms minors in any way; or
      5. collects or store personal data about any other user(s).

If We are required by a third-party to remove Content, or receive information that Content provided by You or to You may violate applicable law or third-party rights, We may so notify You and in such event, You will promptly remove such Content from Your systems. If You do not take required action in accordance with the above, We may disable the applicable Content and/or Service until the potential violation is resolved. 

If We, in our sole discretion, determine that you have acted inappropriately, we reserve the right to take down Content, terminate your account, prohibit you from using the Sites, and take appropriate legal actions.

  1. DRIVEAWAY SERVICES

The following terms apply specifically to driveway services that may be requested by you and provided to You by LOOP.

  1. LOOP may subcontract with any person or business to perform transportation services for You. LOOP’s engagement of a subcontractor does not relieve LOOP of its obligations under the Agreement. LOOP shall remain fully responsible for the performance of each such subcontractor and its employees and for their compliance with all of the terms and conditions of the Agreement as if they were LOOP’s own employees.
  2. Nothing in the Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the parties. LOOP is an independent contractor under the Agreement. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party. LOOP shall have sole and exclusive control over the manner in which LOOP’s personnel perform the driveawat services. You acknowledge that LOOP’s personnel are deemed employees or subcontractors of LOOP (as applicable) only and are subject to discharge, discipline and control, solely and exclusively by LOOP.
  3. You shall have the vehicle ready for pick-up at the time quoted by LOOP and the vehicle must be mechanically sound and contain enough fuel to complete the driveaway service without additional fueling. You are solely responsible for the direct and incidental costs associated with any required repairs, tow fees, storage fees, citations, or other charges caused by vehicles.
  4. LOOP’s driver shall perform a visual inspection of the vehicle prior to driver taking possession of the vehicle at the pick-up location and also upon arrival at the delivery location. Any visible damage or defects with the vehicle shall be reported to LOOP and to You prior to the driver leaving the pick-up location.
  5. LOOP warrants to You that it shall perform the transportation services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with industry standards for similar services.
  6. Except to the extent any claim is actually covered by applicable insurance policies, Your exclusive remedy for LOOP’S breach of this Agreement is LOOP’s refund of the purchase price of the corresponding individual driveaway transaction. THIS REMEDY IS EXCLUSIVE AND IS YOUR SOLE REMEDY AND LOOP’S ENTIRE LIABILITY FOR ANY BREACH OF THIS AGREEMENT.
  7. EXCEPT FOR THE LIMTED WARRANTY EXPRESSLY SET FORTH HEREIN, LOOP MAKES NO WARRANTY WHATSOEVER REGARDING THE SERVICES, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY LOOP, OR ANY OTHER PERSON ON LOOP’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED HEREIN.
  1. INTELLECTUAL PROPERTY

Using our Sites does not give you ownership of any intellectual property rights to the content You access. You may not use Content from our Sites unless you obtain permission from Us or its owner, or unless You are otherwise permitted by law.

Title, ownership and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets and other intellectual property rights, in and to the Sites and any authorized copies made by You remain with Us and Our licensors. All text, content, and documents on the Sites, any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing on the Sites, and the organization, compilation, look and feel, illustrations, artwork, software and other works on the Sites, excluding Your data (collectively, the “LOOP Content”) are owned by LOOP and its affiliates or are used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between LOOP and You, all right, title and interest in and to the LOOP Content will at all times remain with LOOP and/or its Owners. The word “LOOP,” the LOOP logo, and other marks, logos and titles are registered and/or are common law trade names, trademarks or service marks of LOOP. With respect to any logos or marks of any persons, entities, and/or companies commented upon or submitted by users of the Sites, and any copyrighted material submitted by users, such use is at the sole responsibility of such users and is stored upon LOOP’s servers and/or system solely at the direction of such user, and subject to the protections afforded to LOOP as an online service provider under Section 512(c) and/or 512(d) of the Digital Millennium Copyright act of 1998. See below for more details on LOOP’s policies and procedures regarding any issues related thereto. 

The structure, organization, and code of the Services are valuable trade secrets of LOOP and its licensors and You shall keep such trade secrets confidential. The software used to deliver the Sites is neither licensed nor sold. 

You acknowledge that at all times, We will remain the owner of all de-identified, raw transactional data and any other de-identified data collected, generated or otherwise derived by LOOP in the course of providing the Sites, including usage data (“Historical Data”). To the extent it is commercially reasonable to do so, all retained Historical Data will be de-identified in a manner reasonably likely to prevent re-identification.

    1. DISCLAIMER
    YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SITES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITES, THAT THE FUNCTIONS CONTAINED IN OR SITES PERFORMED BY THE SITES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SITES WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SITES WILL BE CORRECTED, OR THAT THE SITES WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LOOP OR A LOOP AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SITES AND THEIR FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
  1. LIMIATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL LOOP LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL LOOP LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, VEHICLE DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO DRIVEAWAY SERVICES PROVIDED BY LOOP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER ACKNOWLEDGE THAT LOOP IS NOT RESPONSIBLE FOR NORMAL VEHICLE WEAR AND TEAR, INTERNAL MECHANICAL FAILURES OF ANY KIND, DAMAGE CAUSED BY TIRE FAILURES OR ROAD HAZARDS, ROCKS OR DEBRIS, OR, DAMAGE THAT A VISUAL INSPECTION OF THE VEHICLE(S) WOULD HAVE REVEALED UPON ARRIVAL AT THE DELIVERY LOCATION. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

  1. INDEMNIFICATION

You shall indemnify, defend, and hold harmless LOOP and its Affiliates’ directors, officers, employees, contractors and agents (“Indemnified Parties”) from and against any and all claims, suits, proceedings, investigations or actions (collectively, “Claims”) and all resulting losses payable to third parties, settlements, judgments, awards, damages payable to third parties, and any and all legal, accounting and other fees, costs and expenses reasonably incurred in connection with investigating, mitigating or defending any such Claims (collectively, “Losses”), to the extent such Losses are sustained or incurred by any of them and arise out of violation of this Agreement or your access to or use of the Sites. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your data, or Your use of any Sites in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

  1. GENERAL PROVISIONS

This Agreement is the entire agreement between You and Us regarding Your use of the Sites and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. 

You may not assign the Agreement or any rights or obligations hereunder without the prior written consent of LOOP. Any such assignment without the prior consent of LOOP shall be void. 

No delay or omission by LOOP to exercise any right or power will impair any such right or power or be construed to be a waiver thereof. A waiver by any party of any of the covenants, conditions, or contracts to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or contract herein contained. No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced.

Your access to the Sites as well as the terms and conditions and the agreement they create are governed and interpreted by the laws of the State of Nevada, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Nevada. The parties hereto hereby consent and agree to the exclusive jurisdiction of the state courts of the State of Nevada sitting in Washoe County, Nevada and the federal courts sitting in Reno, Nevada for any actions, suits or proceedings arising out of or relating to this Agreement and the matters contemplated hereby (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts). If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction. A printed version of the LOOP Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

When you use a Site or send communications to us through a Site, you are communicating with us electronically. You consent to receive electronically any communications related to your use of a Site. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting Content, creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with Our Privacy Statement.

You may not use any LOOP logo or trademark, whether or not such mark(s) are registered, without prior written approval from LOOP. This includes use on printed materials of any kind as well as electronic mediums such as internet web pages or email. Furthermore, the use of the LOOP name (or any derivative thereof) in Your URL, business name, or the names of any add-on products or services You may be offering independent of LOOP is strictly prohibited. Additionally, using the LOOP name in paid targeted keyword advertising campaigns on search engines is also prohibited. You shall not use LOOP’s name, nor any adaptation or variation thereof, in any advertising, promotion or sales literature without LOOP’s prior written consent in each instance.

LOOP accepts and responds to any requests such as disclosure, correction, addition, or deletion and veto of use or provision of personal information (the “Disclosure Requests”) from the person who provided his/her personal information. You may update or change your personal information directly online, by emailing info@loopnow.us, or by calling 775-560-7287 To discontinue your account and to have information you maintained in the Sites returned to you, please email info@loopnow.us or call 775-560-7287. Requests to access, change, or delete your information will be handled within 30 days.