Loom Terms of Service
Last updated: December 20, 2016
Welcome to Loom. Loom is an independent platform through which companies (“Companies”) can connect and engage independent contractors (“Contractors”) for web development and other services (the “Development Services”). The website at www.loom.co (the “Site”) and the various other related services, features, functions, software, applications, websites and networks (together with the Site, collectively, the “Loom Services”) are provided and operated, and are being made available to you, your organization (the “Organization”), Contractors, Companies and the other users of any of the Loom Services (collectively, “Users”) by Loom Labs, Inc. (“Loom”). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.
To access and use the Site and the other Loom Services and the Development Services, you and each of the other Users must be at least 18 years of age. By engaging any Contractor, by posting or bidding on any Development Services or performing or receiving any Development Services, clicking the “I Agree” button or by downloading, installing or otherwise accessing or using any of the Loom Services, you represent that:
3.1 LICENSE GRANT.
Subject to your compliance with all the terms and conditions set out in these Terms, Loom hereby grants to you a limited, non-exclusive, non-transferable, freely revocable license to access and use the Site and the other Loom Services and the Development Services to the extent and in accordance with these Terms.
3.2 PREVENTION OF UNAUTHORIZED USE.
Loom reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of any of the Loom Services and the Development Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Development Service Provider (ISP) regarding such unauthorized use.
4.1 DEVELOPMENT SERVICES.
Loom offers an independent platform through which Companies can post Development Services (the “Posted Development Services”) that they need and can connect and engage Contractors to perform such Posted Development Services. Company shall provide the details and specifications of the work in commercially reasonable detail in connection with the Posted Development Services (collectively, the “Proposed Services Details”), including the deliverables, the estimated time to complete the Posted Development Services (the “Estimated Development Time”), the milestones, the payment schedule, the specifications, the project completion date and such other information as a Company considers relevant
All Services Details shall be provided by a Company in good faith based on reasonable commercial assumptions and practices. The Services Details will generally be included on the Site. In certain circumstances, however, a Company may consider some or all of the Services Detail to be confidential (the “Confidential Services Details”). In that case, a Contractor will only be able to view the Confidential Services Details by agreeing to Loom’s required terms of confidentiality.
Contractors can then bid to perform the Posted Development Services, including the applicable fees that such Contractor requires in order to perform the Posted Development Services (the “Services Bid”). Such fees can be in the form of equity in the Company (e.g., 1%, 2%, stock options, etc. (“Equity”)) or cash (collectively, the “Services Fees”) or a combination of cash and Equity.
Until the Connection Fee (as defined in Section 4.5) has been paid, the only information that can be disclosed about (a) a Company, is its name and the first name of the person responsible for hiring and such other information allowed by Loom in its sole discretion and (b) a Contractor, is location, experience, work examples and referrals and such other information allowed by Loom in its sole discretion. In addition, subject to Section 4.2, neither Company nor Contractor shall disclose any personally identifying information (“Identifying Information”), including, last names, phone numbers, email addresses, social handles, external links, Skype handles and any other information that Loom decides could be used to identify and communicate off-line with the individuals involved.
To post Development Services and to engage a Contractor, a Company must set-up an account with Loom. To bid on and perform the Development Services, and to view any Confidential Services Details, a Contractor must set-up an account with Loom. A Contractor does not need to set-up an account to see any Services Details that are publicly available on the Site.
Contractor shall provide the Development Services to Company on a non-exclusive basis and shall be free to bid on other Posted Development Services and provide its services to third parties during the term of any Development Agreement; provided however that Contractor shall not provide such services to third parties in such a way that is inconsistent with any provisions hereof or the applicable Development Agreement (as defined in Section 4.3), or that so occupy the Contractor’s time and efforts as to impair or diminish the quality, professionalism or first priority performance of the Development Services provided to Company under the applicable Development Agreement.
Until a Company has paid the Connection Fee (as defined in Section 4.5(a)), (a) all communications between a Company and a Contractor shall be through Loom’s messaging system and shall not include any Identifying Information and (b) a Company and a Contractor shall each be limited to five (5) “free” messages to the other. There will be a message counter that will indicate how many free messages you have left. Once a Company or a Contractor has used its five free messages, then Company shall be required to pay the Connection Fee in order for the party (whether Company or Contractor) that has exhausted its free messages to continue communicating with the other party.
The messaging system may automatically block any communication that includes any Identifying Information.
If a Company wants to connect with a Contractor, or a Contractor wants to connect with a Company, a party shall send a connection request through Loom’s messaging system to the other party. If the other party approves the connection request, then the Company shall be obligated to pay the Connection Fee in accordance with Section 4.5(a).
Once the Connection Fee has been paid, Company and Contractor shall be free to continue to communicate through Loom’s messaging system and there shall be no restriction on sharing Identifying Information or on the number of messages.
4.3 NEGOTIABLE TERMS.
(a) Loom Development Agreement. Loom limits the terms that can be negotiated to simplify the process and to minimize the extensive negotiations and time often involved in finalizing a development agreement. Accordingly, if a Company and a Contractor decide to use the Loom Development Agreement (as defined as defined in Section 4.4(a)), Company and Contractor can only negotiate the Services Fees and the following Proposed Services Details (the “Loom Negotiable Terms”):
(b) Alternative Development Agreement. If a Company and a Contractor decide to use an Alternative Development Agreement (as defined in Section 4.4(a)), the parties are free to negotiate the Services Fees, any of the Proposed Services Details and any of the other terms and conditions in the Alternative Development Agreement (together with the Loom Negotiable Terms, the “Negotiable Terms”).
4.4 DEVELOPMENT AGREEMENTS.
(a) Development Agreement. If a Company accepts a Services Bid, or a Company and a Contractor otherwise reach agreement on the Services Fees and the Negotiable Terms and Contractor has accepted the other Services Details (collectively, the “Accepted Services Details”), the parties shall enter into a development agreement that reflects such Accepted Services Details. The parties may elect to use Loom’s standard development agreement (as modified from time to time, the “Loom Development Agreement”) or any other form of development agreement that is mutually acceptable to the parties (the “Alternative Development Agreement” and together with the Loom Development Agreement, the “Development Agreement”).
The terms and conditions of the applicable Development Agreement are hereby incorporated by reference into these Terms and effective as of the date accepted in writing by both parties (the “Effective Date”). To the extent that there is any conflict between the terms and conditions of a Development Agreement and these Terms, these Terms shall apply.
Company and Contractor shall be solely responsible for resolving any dispute regarding any Development Agreement or any Posted Development Services, including the performance of the Posted Development Services, the Services Fees and the Services Details, and Loom shall have no responsibility or liability regarding any such dispute.
(b) Loom Development Agreement. Loom offers the Loom Development Agreement to facilitate the process between a Company and a Contractor. If Company wishes to use the Loom Development Agreement, Company shall pay the Agreement Fee in accordance with Section 4.5(c).
The Services Fees and any agreed Negotiable Terms will be incorporated into the Loom Development Agreement. Except as set forth in Section 4.3(a), the parties may not modify the terms of the Loom Development Agreement without the prior written approval of Loom, which approval shall be in Loom’s sole discretion.
A party may only terminate a Loom Development Agreement upon a material breach of such Loom Development Agreement by the other party which is not cured within fifteen (15) days after written notice of such breach is provided by the non-breaching party. A Company may also terminate a Loom Development Agreement immediately upon written notice (i) upon a breach by Contractor of any terms of confidentiality under Section 6.1 of the Loom Development Agreement; or (ii) if Contractor engages in gross negligence, willful misconduct or fraud.
Any Services Fees shall either be (A) paid and/or granted and vest fifty percent (50%) upon execution of the Loom Development Agreement and fifty percent (50%) within thirty (30) days following completion and acceptance of the Posted Development Services in accordance with these Terms and the terms of the Loom Development Agreement (“Acceptance”) or (b) paid and/or granted and vest fifty percent (50%) upon completion of the Half-way Milestone (as defined below) as determined in the reasonable judgment of Company and fifty percent (50%) upon Acceptance. If the Services Fees are in the form of Equity, Company shall take all action necessary to have the Equity granted and issued in accordance with its stockplan (or its equivalent) and all applicable securities and other laws. If payment is based on the “Half-way Milestone”, then the milestones provided as part of the Proposed Services Details shall, at a minimum, include the milestone(s) that represent or otherwise reflect the half-way point for completion of the Posted Development Services (the “Half-way Milestone”).
(b) Alternative Development Agreements. If the parties elect to use an Alternative Development Agreement, the Services Fees and any agreed Negotiable Terms will be incorporated into the Alternative Development Agreement. The parties may modify the Alternative Development Agreement as mutually agreed in accordance with Section 4.3(b). Company and Contractor shall promptly send to Loom a copy of any accepted or executed Alternative Development Agreement.
(a) Connection Fees. For a Company and a Contractor to connect directly with each other, including gaining access to any Personally Identifiable Information, a Company shall pay a connection fee (as modified from time to time, the “Connection Fee”). The current Connection Fee can be found at https://loom.co/how/. The Connection Fee shall be due and payable whether or not Company actually engages any such Contractor to provide any Development Services.
(b) Circumvention Fee. If Company fails to pay the Connection Fee and Loom reasonably determines that Company has engaged any Contractor that Company has contacted through any of the Loom Services, Company shall pay a circumvention fee of $3000 (as modified from time to time, the “Circumvention Fee”). If Company in good faith believes that the Circumvention Fee should not be due and payable, Company shall contact Loom at email@example.com to resolve any dispute. The decision by Loom regarding any Circumvention Fee shall be final. Notwithstanding the foregoing, if the Circumvention Fee is held to be unlawful, void, or for any reason unenforceable, Company shall be obligated to pay the maximum Circumvention Fee permitted by law.
(c) Agreement Fees. If Company wishes to use the Loom Development Agreement, Company shall pay an agreement fee (as modified from time to time, the “Agreement Fee”). The current Agreement Fee can be found at https://loom.co/how/. The Agreement Access Fee shall be due and payable (i) for each different transaction between a Company and a Contractor and (ii) whether or not Company ultimately ends up using the Loom Development Agreement. For example, if after Company pays the Agreement Fee, Contractor refuses to accept the terms of the Loom Development Agreement for any reason, Company shall not be entitled (i) to any refund or credit for such Agreement Access Fee or (ii) to use the Loom Development Agreement with another Contractor except in connection with the same Posted Development Services.
(d) Modification to the Fees. Subject to Section 9, Loom may modify the Connection Fee, the Circumvention Fee, the Agreement Fee and any other fees in connection with any of the Loom Services (as modified from time to time, collectively, the “Fees”) in its sole discretion.
(e) Payments. Unless otherwise agreed by Loom, all Fees shall be paid through a third party payment processor directed by Loom (e.g., Stripe, etc.) (any such third party payment processor, the “Third Party Processor”). Company hereby authorizes Loom to submit a charge for any Fees that are due and payable through the Third Party Provider. If Company fails to pay any of the applicable Fees (including any rejection of a charge by a Third Party Processor) for any reason, then, in addition to any other rights or remedies Loom may have, the applicable Development Agreement shall automatically terminate and Company agrees that it will not engage Contractor in connection with development or other services, and Contractor agrees that it will not perform any development or other services to Company, for a period of two (2) years from the termination date of such Development Agreement.
(f) Taxes. To the extent that any sales or other similar taxes are payable by Loom, or any Third Party Processor in connection with the Posted Development Services or the Development Agreement, Company shall be obligated to pay to Loom, or any such Third Party Processor the amount of such taxes in addition to any other amounts owing to Loom. (g) Future Services. In paying any of the Fees, Company acknowledges and agrees that it is not relying on future availability of any Development Services.
(f) Non-refundable. ALL FEES, INCLUDING THE CONNECTION FEES AND THE AGREEMENT FEES, ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS REQUIRED BY LAW.
(a) If you are a Company, you agree (i) that your engagement of any Contractor under these Terms and any Development Agreement is solely at your risk and Loom shall bear no responsibility or liability to you related to any such Contractor or the Posted Development Services, (ii) to comply with the terms and conditions of the Development Agreement, (iii) to take all actions necessary to pay, and to pay, the Services Fees (including getting all approvals from the Board of Directors (or its equivalent) if the Service Fee is in the form of Equity), (iv) to pay the Fees in accordance with these Terms, (v) that Contractor and other Users can post evaluations regarding you and your performance under the Development Agreement (the “Company Evaluations”) and such Company Evaluations may be posted publicly on the Site without restriction and Loom shall have no responsibility or liability with respect to any such Evaluations even if such Evaluations are untrue or malicious and (vi) that Loom and other Users and third parties can acquire and post publicly on the Site background and other information about you (“Company Information”) without restriction, including content and other information from your LinkedIn account and your other social media accounts and Loom shall have no responsibility or liability with respect to any such Company Information even if such Company Information is untrue or malicious. You also represent and warrant that (i) acceptance and performance of these Terms (A) do not breach any agreement of Company with any third party, or any duty arising in law or equity, (B) do not violate any applicable law, rule or regulation and (C) are within your powers, (ii) there are no legal actions pending or threatened against you that could interfere with the performance of your obligations under these Terms, and you shall promptly inform Loom of any such events that occur prior to the termination of these Terms and (iii) the payment of any Services Fees (including getting all approvals from the Board of Directors or otherwise if the Service Fee is in the form of Equity does not violate any applicable law, rule or regulation.
(b) If you are a Contractor, you agree (i) that your engagement by any Company under these Terms and any Development Agreement is solely at your risk and Loom shall bear no responsibility or liability to you related to any such Company or the Posted Development Services (including the payment of any Services Fees), (ii) to comply with the terms and conditions of the Development Agreement, (iii) to perform the Posted Development Services in accordance with the Accepted Services Details and good industry standards, (iv) that Company and other Users can post evaluations regarding you and your performance of the Posted Development Services (the “Contractor Evaluations”) and such Contractor Evaluations may be posted publicly on the Site without restriction and Loom shall have no responsibility or liability with respect to any such Evaluations even if such Evaluations are untrue or malicious and (v) that Loom can acquire and post publicly on the Site background and other information about you (“Contractor Information”) without restriction, including content and other information from your LinkedIn account and your other social media accounts and Loom shall have no responsibility or liability with respect to any such Contractor Information even if such Contractor Information is untrue or malicious. You also represent and warrant that (i) acceptance and performance of these Terms (A) do not breach any agreement of Contractor with any third party, or any duty arising in law or equity, (B) do not violate any applicable law, rule or regulation and (C) are within your powers, (ii) there are no legal actions pending or threatened against you that could interfere with the performance of the Posted Development Services and the delivery of any related deliverables, and you shall promptly inform Loom and Company of any such events that occur prior to the termination of these Terms; (iii) that you (A) are in the business of providing similar services to meet the requirements of your clients and (B) have substantial expertise in the performance of the Posted Development Services and the delivery of any related deliverables and (iv) you are an individual contractor and not an employee or contractor for any company that provides development and other similar services to third parties.
(c) Loom shall provide technical and other support with respect to the Site and the other Development Services by email at firstname.lastname@example.org. Support hours are 9:00 am to 5:00 pm CST, Monday through Friday with the exception of company holidays.
When using any of the Loom Services, you will be subject to any additional posted policies, guidelines or rules applicable to the Site and the Development Services and features which may be posted from time to time (as added or modified from time to time, the “Policies”). All such Policies are hereby incorporated by reference into these Terms.
Loom respects the rights of others and so should you. You therefore may not post or send Content that:
When you access and use any of the Loom Services, or post or bid on any Development Services, or perform or receive any Development Services, or provide or purchase any applications, products, services, or information from Loom, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and mobile devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Loom on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times.
If you change or deactivate the email that you used to create a Loom account, you must update your account information within 72 hours to prevent us from sending to someone else messages intended for you.
If at any time you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any payment information, if applicable), then you shall immediately notify Loom at email@example.com. You may be liable for the losses incurred by Loom or others due to any unauthorized use of your account or any of the Loom Services.
Loom reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Site or otherwise through the Loom Services. If Loom updates these Terms, it will update the “last updated” date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of the Development Services after the posting of changes constitutes your binding acceptance of such changes. In the event that a change to these Terms materially modifies your rights or obligations (including applicable Fees), Loom will make reasonable efforts to notify you of such change. Loom may provide notice through a pop-up or banner within any of the Loom Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Loom may require you to provide consent by accepting the changed Terms. If Loom requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Loom, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Loom Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF ALL LOOM SERVICES AND DEVELOPMENT SERICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
It is Loom’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. If you file a notice with our copyright agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). Loom reserves the right to terminate without notice any User’s access to the Site, the other Loom Services and the Development Services if that User is determined by Loom to be a “repeat infringer.” In addition, Loom accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
11.1 LIMITED LICENSE GRANT TO LOOM.
The Loom Services may now or in the future permit the submission and/or posting or linking of pictures, audio and video recordings, text, data, information and other input or any other content linked, posted, and/or submitted by you or other Users, in each case whether or not made available to other Users (“Content”). By uploading, providing, posting, distributing or disseminating any Content to or through any of the Loom Services, the posting of or bidding on any Development Services or the performance or receipt of any Development Services, you hereby grant to Loom a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit your Content (and any copyrights, publicity, database and other proprietary rights therein), in connection with the operation, maintenance and support of the Site and the other Loom Services and the Development Services.
11.2 CONTENT USE BY OTHER USERS.
You hereby consent to the use of your Content by other Users that are authorized to access your Content in the manner contemplated by these Terms and any of the Loom Services.
11.3 CONTENT AND CONFIDENTIAL INFORMATION.
You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of your Content and the consequences of posting or publishing any Content. By uploading and publishing your Content, you affirm, represent, and warrant that: (1) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Loom and the Users to use and distribute your Content as necessary to exercise the licenses granted by you in this Section 11 and in the manner contemplated by Loom and these Terms; (2) your Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (3) your Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of any of the Loom Development Services. Violators of these third-party rights may be subject to criminal and civil liability. Loom reserves all rights and remedies against any Users who violate these Terms.
11.4 CONTENT DISCLAIMER.
You understand that when using any of the Loom Services, posting of or bidding on any Development Services or performing or receiving any Development Services, you may be exposed to Content or other materials from a variety of sources, and that Loom is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Content and other content. You further understand and acknowledge that you may be exposed to Content and other materials that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Loom with respect thereto. Loom does not endorse any Content and other material or any opinion, recommendation or advice expressed therein, and Loom expressly disclaims any and all liability in connection with Content and other materials. If notified by a User or a content owner of any Content or other content or materials that allegedly do not conform to these Terms, Loom may investigate the allegation and determine in its sole discretion whether to remove the Content or other content or materials, which it reserves the right to do at any time and without notice. For clarity, Loom does not permit copyright infringing activities on or through any of the Loom Services.
BY USING ANY OF THE LOOM SERVICES YOU AGREE NOT TO:
12.1 Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of any of the Loom Services, in whole or in part (except to the extent that the laws of your jurisdiction make such restrictions unenforceable);
12.2 Use any of the Loom Services for the benefit of anyone other your Organization or you, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, any of the Loom Services, or any of the Development Services for hosting or time sharing services, or as part of a service bureau or outsourcing offering;
12.3 Provide any services to any third party using any of the Loom Services except in accordance with these Terms;
12.4 Prepare any derivative work of any of the Loom Services or the, or any other program based upon any of the Loom Services;
12.5 Reproduce (except as expressly permitted herein), modify, adapt, translate or otherwise make any changes to any of the Loom Services or any part thereof;
12.6 Copy, disclose, or distribute any data available on or through any of the Loom Services or Development Services, in any medium, including without limitation, by any automated or non-automated “scraping;”
12.7 Interfere with, circumvent or disable any security or other technological features or measures of any of the Loom Services or attempt to gain unauthorized access to any of the Loom Services or its related systems or networks;
12.8 Make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users (including Companies and Contractors) of any of the Loom Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
12.9 Use bots or other automated methods to: access any of the Loom Services or Development Services, download profiles, contacts or any other information, send or redirect messages or perform any other activities through any of the Loom Services;
12.10 Use any of the Loom Services or the Development Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment;
12.11 Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of the Loom Services;
12.12 Take any action that imposes, or may impose at Loom’s sole determination, an unreasonable or disproportionately large load on Loom’s infrastructure;
12.13 Deep-link to any of the Loom Services without Loom's consent;
12.14 Share or disclose information of others without their express consent; or
12.15 Attempt to avoid paying any Fees or circumvent any of the Loom Services after you have connected through the Loom Services, including hiring a Contractor or providing services to a Company in violation of these Terms within twelve (12) months of the date on which you first connected through the Loom Services.
The Loom Services may include links or references to other web sites or services (“Third Party Sites”) solely as a convenience to Users. Loom does not endorse any such Third Party Sites or the information, materials, products, or services contained on or accessible through Third Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the Loom Development Services are solely between you and such advertiser. Access and use of Third Party Sites, including the information, materials, products, and services on or available through Third Party Sites are solely at your own risk.
You are responsible for any mobile and data charges that you may incur for using any of the Loom Services, including text-messaging charges. If you’re unsure what those charges may be, you should ask your service provider before using the Loom Services or the Development Services.
You agree that Loom, in its sole discretion, for any or no reason, and without penalty, may terminate your use of the Loom Services or any account (or any part thereof) you may have with Loom and remove and discard all or any part of your account, user profile, and any Content, at any time. Loom may also in its sole discretion and at any time discontinue providing access to the Development Services, or any part thereof, with or without notice. You agree that any termination of your access to the Loom Services or the Development Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Loom will not be liable to you or any third party for any such termination. Loom reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Loom to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Loom may have at law or in equity. As discussed herein, Loom does not permit copyright infringing activities on the Site or any of the other Loom Services or the Development Services, and shall be permitted to terminate access to any of the Loom Services, and remove all Content or other content submitted by any Users who are found to be repeat infringers. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD LOOM HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY LOOM DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER LOOM OR LAW ENFORCEMENT AUTHORITIES.
Your only remedy against Loom with respect to any dissatisfaction with (i) the Site or the other Loom Services or the Development Services, (ii) any term of these Terms, (iii) any policy or practice of Loom in operating the Loom Services, or (iv) any Content transmitted through any of these Loom Services or the Development Services, is to terminate your account and your use of all of the Loom Services. You may terminate your use of the Loom Services and your account at any time. After such termination, you must refrain from use of the Loom Services until authorized by Loom.
The Site and the other Loom Services are owned and operated by Loom. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Loom Services provided by Loom (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Content that are provided and owned by Users, all Materials contained on any of the Loom Services are the property of Loom or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Loom or its affiliates and/or third-party licensors. Except as expressly authorized by Loom, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Loom reserves all rights not expressly granted in these Terms.
Loom shall own and have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to any of the Loom Services or any of the Development Service.
You agree to indemnify, save, and hold Loom, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Site, any of the other Loom Services or any of the Content, any violation by you of these Terms, any breach of the representations, warranties, and covenants made by you herein or the posting of or bidding on any Development Services, performing or receiving any Development Services, paying any Services Fees (including any Equity), or acquiring or posting directly or indirectly any background or other information about you. Loom reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Loom, and you agree to cooperate with Loom’s defense of these claims. Loom will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
18.1 NO WARRANTIES.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LOOM AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “LOOM PARTIES”) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SITE AND THE OTHER LOOM SERVICES, AND THE DEVELOPMENT SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LOOM PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE LOOM SERVICES OR THE DEVELOPMENT SERVICES, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE LOOM PARTIES OR THROUGH THE SITE OR THE OTHER LOOM SERVICES OR THE DEVELOPMENT SERVICES S WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
18.3 “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS”.
YOU EXPRESSLY AGREE THAT THE USE OF ANY OF THE LOOM SERVICESOR ANY DEVELOPMENT SERVICES, AND ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD PARTY SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ANY OF THE LOOM SERVICES OR DEVELOPMENT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
18.4 PLATFORM OPERATION AND CONTENT.
THE LOOM PARTIES DO NOT WARRANT THAT THE DATA, ASSESSMENTS, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH ANY OF THE LOOM SERVICES OR DEVELOPMENT SERVICES, OR ANY THIRD PARTY SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY LOOM, THE LOOM PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY OF THE LOOM SERVICESTHE DEVELOPMENT SERVICES OR ANY THIRD PARTY SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
18.5 HARM TO YOUR COMPUTER.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, ASSESSMENTS, RESULTS OR DATA THROUGH ANY OF THE LOOM SERVICES, THE DEVELOPMENT SERVICES OR ANY THIRD PARTY SITES, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
Loom is not a venture fund, investment bank, broker dealer, investment clearing-house, investment club, or investment advisor, but rather a platform through which Companies can connect and engage Contractors for Development Services at the Services Fees as agreed solely between a Company and a Contractor. Loom is not registered with the Securities Exchange Commission, any self-regulatory organization or any state securities commission. Loom does not recommend or make any representation or warranty regarding any Services Fees. Company and Contractor shall be solely responsible for compliance with all securities and other laws and regulations relating to the issuance of any of the Services Fees comprised of Equity and each of the Parties shall indemnify Loom for all claims, losses, damages, liabilities, including legal fees and expenses, arising out of or related to any such Equity.
19.1 LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE LOOM PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, ASSESSMENTS, RESULTS OR CONTENT ON THE SITE OR THE OTHER LOOM SERVICES, OR THE DEVELOPMENT SERVICES OR ANY OTHER INTERACTIONS WITH LOOM, A COMPANY OR A CONTRACTOR, EVEN IF LOOM OR A LOOM AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, LOOM’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
19.2 LIMITATION OF DAMAGES.
IN NO EVENT WILL THE LOOM PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE AND THE OTHER LOOM SERVICES OR THE DEVELOPMENT SERVICES, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO LOOM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR TEN DOLLARS, WHICHEVER IS GREATER.
19.3 RELEASE FOR DISPUTES BETWEEN USERS.
If you have a dispute with any other Users (including any Company or Contractor) or other third parties, you release Loom and the other Loom Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
19.4 THIRD PARTY SITES.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN LOOM AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE LOOM SERVICES OR RECEIVED THROUGH ANY THIRD PARTY SITES.
19.5 BASIS OF THE BARGAIN.
YOU ACKNOWLEDGE AND AGREE THAT LOOM HAS OFFERED THE LOOM SERVICES AND THE DEVELOPMENT SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LOOM, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND LOOM. LOOM WOULD NOT BE ABLE TO PROVIDE ANY OF THE LOOM SERVICES OR THE DEVELOPMENT SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
19.6 LIMITATIONS BY APPLICABLE LAW.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Loom Services or any underlying intellectual property, information or technology except with Loom’s prior written approval and in full compliance with all United States, foreign and other applicable export control laws and regulations.
Loom may provide you with notices, including those regarding changes to these Terms, by email, regular mail or postings on any of the Loom Services. Notice will be deemed given twenty-four hours after the email is sent, unless Loom is notified that the email address is invalid. Alternatively, Loom may give you legal notice by mail to a postal address, if provided by you through any of the Loom Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on any of the Loom Services is deemed given 30 days following the initial posting.
The failure of Loom to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Loom.
21.3 DISPUTE RESOLUTION.
If a dispute arises between you and Loom, the goal is to provide you with a neutral and cost effective methods of resolving the dispute quickly. Accordingly, you and Loom agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Site or any of the other Loom Services, or the Development Services (a “Claim”) will be resolved in accordance with this Section 21.3 or as Loom and you otherwise agree in writing. Before resorting to these dispute methods, Loom strongly encourages you to first contact Loom directly to seek a resolution.
(a) Choice of Law. THESE TERMS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CLAIM OR OTHERWISE IN CONNECTION WITH THESE TERMS, ANY OF THE LOOM SERVICES OR THE DEVELOPMENT SERVICES.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
(i) Arbitration. YOU AGREE THAT ALL CLAIMS BETWEEN YOU AND LOOM (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, ANY OF THE LOOM SERVICES OR DEVELOPMENT SERVICES, INCLUDING WITHOUT LIMITATION, YOUR RIGHTS OF PRIVACY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND LOOM HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND LOOMWOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. You may bring claims only on your own behalf.
NEITHER YOU NOR LOOM WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THIS AGREEMENT TO ARBITRATE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST LOOM INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Loom is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Loom or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 21.3(b) is found not to apply to you or your claim, you and Loom agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts of Travis County, TX. Both you and Loom irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Loom may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your use of any of the Loom Development Services or your relationship with Loom.
(c) Improperly Filed Claims. All claims you bring against Loom must be resolved in accordance with this Section 21.3. All claims filed or brought contrary to this Section 21.3 shall be considered improperly filed. Should you file a claim contrary to this Section 21.3, Loom may recover attorneys’ fees and costs up to $15,000, provided that Loom has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Loom without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
Upon termination of these Terms, your use of the Site any of the other Loom Services or the Development Services or your relationship with Loom, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4.5, 5 and 9 - 21.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
21.8 ENTIRE AGREEMENT.
21.9 NO AGENCY.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
21.10 GEOGRAPHIC RESTRICTIONS
Loom is based in the state of Texas in the United States. Loom makes no claims that any of the Loom Services or Development Services or any of the content is accessible or appropriate outside of the United States. Access to the Site and the other Loom Services, and the Development Services may not be legal by certain persons or in certain countries. If you access any of these Loom Services or any of the Development Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Loom with respect thereto.
The Site and the other Loom Services, and the Development Services are offered by Loom located at: 501 Pedernales 1B, Austin, Texas 78702 and email: firstname.lastname@example.org. The Development Services are provided directly by the applicable Contractor. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
© 2016 Loom Labs, Inc.