Loom Terms of Service
Last updated: November 7, 2017
Welcome to Loom. Loom is an independent platform through which Employers (“Employers” or “you”) can connect and engage independent contractors (“Contractors” or “you”) for web development and other services (the “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, Employers 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 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 Services or performing or receiving any Services, clicking the “I Agree” button or by downloading, installing or otherwise accessing or using any of the Loom Services, you represent that:
3 License Grant; Unauthorized Use.
3.1 LICENSE GRANT.
Subject to your compliance with all of 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 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 Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
4 Services; Communications; Development Agreements; Loom Fees; Payment and Payment Processing.
Loom offers an independent platform through which Employers can post Services (the “Posted Services”) that they need and can connect and engage Contractors to perform such Posted Services. An Employer shall provide the details and specifications of the work in commercially reasonable detail in connection with the Posted Services (collectively, the “Services Details”), including the deliverables, the estimated time to complete the Posted Services (the “Estimated Development Time”), the milestones, the payment schedule, the specifications, the project completion date and such other information as an Employer considers relevant. Notwithstanding the foregoing, the Posted Services and the Services Details may not include any information that would, directly or indirectly, identify the Employer, including its name or the name of any employee, address or any telephone number or email address. Services include all future Services performed by a Contractor for an Employer if the Employer and Contractor met through any of the Loom Services even if the services are not listed on the Loom Services.
All Services Details shall be provided by an Employer in good faith based on reasonable commercial assumptions and practices. The Services Details will generally be included on the Site. In certain circumstances, however, an Employer 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.
Employers must submit all proposed Services to Loom for approval prior to posting such Services. Loom reserves the right (a) to review all proposed Services for quality and compliance, (b) to reject any proposed Services that do not meet Loom’s requirements and guidelines, including any proposed Services that Loom deems to be sub-par or questionable and (c) to modify the proposed Services for clean-up (e.g., typos, etc.) and compliance with these Terms. Loom shall use commercially reasonable efforts to review all proposed Services as soon as possible and generally within one (1) business day of submission. You will have a reasonable opportunity to address any issues that Loom may have. The decision by Loom regarding any proposed Services, including whether to approve, modify or reject any such Proposed Services, shall be final.
Employers shall select (a) the type of posting (e.g., for a full-time or freelance position) and (b) the feature package (e.g., free, basic or premium) (collectively, the “Package”). The different Packages will vary based on the duration of the posting period (the “Posting Period”) and the various features included in the Package (e.g., featured project, dedicated support, etc.). An Employer can switch to any other Package at the end of the then current Posting Period. The Posted Services shall automatically be removed from posting (or relegated to an inactive state) after the Posting Period unless (a) the Employer has elected to implement auto-elects to renewal for a Package and for an additional Posting Periods (a “Auto-rRenewal”) or (b) otherwise agreed by Loom. Once implemented, Auto-rA Renewal will not happen automatically and an Employer must affirmatively elect to renew at the end of each Posting Period. shall continue from Posting Period to Posting Period until the Employer has terminated Auto-renewal prior to the end of the then current Posting Period. [Note to Loom: Can an employer switch programs in the middle of a posting period? If so, how would that work?]
AN EMPLOYER THAT HAS SELECTED THE “FREE” PACKAGE MUST UPGRADE TO THE BASIC OR PREMIUM PACKAGE IN ORDER TO BE ABLE TO RESPOND TO A SERVICES PROPOSAL.
Contractors can then submit a proposal to perform the Posted Services, including the applicable fees that such Contractor requires in order to perform the Posted Services (the “Services Proposal”). Such fees can be in the form of equity in the Employer (e.g., 1%, 2%, stock options, etc. (the “Equity Fee”)) or cash (the “Cash Fee” and collectively with the Equity Fee, the “Services Fees”) or a combination of cash and equity. With respect to any Equity Fee, (a) the Employer and Contractor shall agree on all of the applicable terms (e.g., the grant date, the delivery date and process, etc.) and (b) Employer shall provide all information reasonably requested by Contractor (e.g., the fair market value, etc.).
The Employer then has the option to accept, reject or negotiate the Services Proposal.
Until the Employer has responded to a Service Proposal, (a) no information that would, directly or indirectly, identify the Employer (e.g., its name or the name of any employee, address or any telephone number or email address) may be disclosed and (b) the only information that may be disclosed about a Contractor, is location, experience, work examples and referrals and such other information allowed by Loom in its sole discretion.
To post Services and to engage a Contractor, an Employer must (a) set-up an account with Loom and (b) provide a valid credit card that can be used to make payments due in connection with the Loom Services, including the Services Fees (as changed from time to time, the “Credit Card”). You may change the Credit Card that you want to be used in connection with the Loom Services but Loom must always have a valid Credit Card available for the payment of all amounts due under these Terms, including the Services Fees. By agreeing to these Terms, you authorize Loom to charge the Credit Card for all such amounts due in connection with the Loom Services.
To submit a Service Proposal and perform the Services, and to view any Confidential Services Details, a Contractor must set-up an account with Loom. In addition, if a Contractor has, or can set-up, a bank account or an approved payment system in any of the Qualifying Countries (an “Eligible Contractor”), then, on or prior to the date when the Eligible Contractor intends to send its first invoice, it must provide a valid bank account or approved payment system in a qualified country (collectively, a “Qualified Payment System”) in which a Contractor will receive payment. Loom will then verify the Qualified Payment System to ensure that the Contractor can receive payment through such Qualified Payment System. It may take up to three (3) business days to verify your Qualified Payment System and during that period, the Contractor may not be able to receive any payments. Once your Qualified Payment System has been verified, you will not need to provide the Payment System information as long as the Qualified Payment System is still valid. A non-Eligible Contractor that does not have, or cannot set-up, a Qualified Payment System, should agree in advance with the Employer on how payments are going to be made. Notwithstanding the foregoing, a Contractor does not need to set-up an account to see any Services Details that are publicly available on the Site. The current list of qualifying countries and approved payment systems can be found at https://www.loom.co/about/.
Contractor shall provide the Services to Employer on a non-exclusive basis and shall be free to bid on other Posted 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 Services provided to Employer under the applicable Development Agreement.
If you engage a Contractor, or are engaged by an Employer, to perform any Services, you shall promptly notify loom at email@example.com no later than five (5) business days prior to the commencement of the performance of the Services under that engagement.
After an Employer has responded to a Service Proposal, the Contractor and the Employer may freely communicate with each other without restriction, either through the Site or off-line.
4.3 DEVELOPMENT AGREEMENTS.
(a) Loom strongly encourages Employers and Contractors to memorialize the terms and conditions of an accepted Services Proposal and the Services to be performed in a legally binding agreement, including the agreed-upon compensation, ownership of intellectual property developed and other key terms (a “Development Agreement”). The more complete the Development Agreement is, the less likely there will be surprises and disputes regarding expectations. The Development Agreement should be signed before a Contractor commences work on any Services. A Development Agreement is strictly between the relevant Employer and Contractor and Loom shall have no obligations, responsibilities or liabilities in connection with a Development Agreement.
(b) Loom provides a form of Development Agreement (as modified from time to time, “Loom Development Agreement”) at no charge that you are welcome to use as a sample in connection with an accepted Services Proposal and the Services. You may modify the Loom Development Agreement without restriction as agreed by the parties. Although Loom believes that the Loom Development Agreement is generally consistent with industry practices, you should always seek legal advice before signing legal documents of any kind, including the Loom Development Agreement. Loom is providing the Loom Development “as is” and without warranties of any kind and your use of the Loom Development Agreement is solely at your risk.
4.4 LOOM FEES.
(a) Posting Fees. Loom charges Employers a fee to post any Services (a “Posting Fee”). The amount of the Posting Fee will vary depending on the type of posting and the Package selected by an Employer. The current Posting Fees for the various Packages can be found at https://www.loom.co/project/pricing/. This initial Posting Fee shall not be charged until the proposed Services have been approved by Loom and posted.
If an Employer has elects to renew a Package for an additional Posting Period ed to implement Auto-renewal, then Loom shall charges such Employer an additional Posting Fee for each Auto-renewal such Package for the applicable Posted Services. The additional Posting Fees will be charged on the first (1st) business day of the start of the Posting Period of each Auto-rRenewal.
(b) Loom Service Fees. Loom charges the Contractors a service fee of ten percent of (10%) of the Cash Fees paid by the Employers for all Services (as modified from time to time, the “Loom Services Fee”). The Loom Services Fee for (i) an Eligible Contractor shall be deducted by Loom from the Services Fees prior to depositing payment into such Contractor’s Qualifying Payment System and (ii) a non-Eligible Contractor shall be paid directly to Loom by the applicable Employer at the same time that Employer pays such non-Eligible Contractor. The Loom Services Fee includes any processing fees payable to the Payment Processor for the payment services. The Loom Services Fee does not include (a) any fees associated with cross-border transactions or foreign exchange services, (b) any fees charged by your local bank, (c) taxes due in connection with the Services Fees or (d) any penalties or fines imposed on you or the Payment Processor by any bank, money services business, payment network, or other financial intermediary resulting from your use of the payment services in a manner not permitted by these Terms or any applicable rules and regulations (the “Additional Contractor Amounts”). A Contractor is solely responsible for any Additional Contractor Amounts. Loom or the Payment Processor may, without prior notice, withhold any Additional Contractor Amounts from any amounts due to Contractor. Loom does not charge a fee when the Services Fees for any Services are to be paid exclusively as equity.
(c) Opt-out Fee. If you wish to avoid (i) having to pay the Loom Services Fees or (ii) working through the Loom payment and invoicing platform, you may pay Loom an opt-out fee of $3000 (as modified from time to time, the “Opt-out Fee”). If you want to pay the Opt-out Fee, you shall notify Loom at firstname.lastname@example.org The Opt-out Fee may be paid at any time but any Loom Services Fees paid or invoiced before the payment of the Opt-out Fee shall not be affected by the Opt-out Fee. The Opt-out Fee shall only apply to a specific Employer and a specific Contractor. Notwithstanding the foregoing, even after the Opt-out Fee has paid, if an Employer hires that Contractor for a full-time position, the Employer must still pay the Placement Fee in accordance with Section 4.4 (d).
(d) Placement Fee. If you wish to hire a Contractor that you met through the Loom Services for a full-time employment position, then you shall pay Loom a placement fee equal to ten percent (10%) of the Contractor’s aggregate first-year salary (as modified from time to time, the “Placement Fee”). You shall notify Loom at email@example.com of any such hire no later than ten (10) days after the Contractor has accepted your offer. The Placement Fee is due no later than the Contractor’s start date.
(e) Circumvention Fee. If (i) you encourage or solicit complete or partial payment of any amounts due in connection with the Loom Services, including any Services Fees, outside of the Loom Services (except as specifically permitted under these Terms) or (ii) you engage a Contractor that you met through any of the Loom Services to perform any Services (even if not listed on the Loom Services) outside of the Loom Services, then you shall pay a circumvention fee equal to the greater of (x) $3000 and (y) ten percent (10%) of all fees paid or payable to the Contractor (as modified from time to time, the “Circumvention Fee”). The Circumvention Fee is due no later than ten (10) days after notice from Loom. If you in good faith believe that the Circumvention Fee should not be due and payable, you should contact Loom at firstname.lastname@example.org 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, you shall be obligated to pay the maximum Circumvention Fee permitted by law.
(f) Modification to the Fees. Subject to Section 9, Loom may modify the Posting Fees, the Loom Services Fee, the Opt-out Fee, the Placement Fee, the Circumvention 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.
(g) Taxes. To the extent that any sales or other similar taxes are payable by Loom, or any Payment Processor in connection with the Services or the Development Agreement, Employer shall be obligated to pay to Loom, or any such Payment Processor the amount of such taxes in addition to any other amounts owing to Loom.
(h) Future Services. In paying any of the Services Fees or Loom Services Fees, you acknowledge and agree that you are not relying on future availability of any of the Loom Services.
(i) Non-refundable. ALL FEES, INCLUDING THE POSTING FEES, THE LOOM SERVICES FEES, THE OPT-OUT FEES, THE PLACEMENT FEES AND THE CIRCUMVENTION FEES, ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS REQUIRED BY LAW OR AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR AGREED BY LOOM IN ITS SOLE DISCRETION.
4.5 PAYMENTS AND PAYMENT PROCESSING
(i) Employers shall make any and all payments for any Services performed by any Eligible Contractors that they met through any of the Loom Services, exclusively through the Loom payment platform, whether or not the Services were listed on the Loom Services.
(ii) Contractors shall invoice all payments for Services performed for any Employer that they met through any of the Loom Services, exclusively through the Loom payment and invoicing platforms, whether or not the Services were listed on the Loom Services.
(iii) Eligible Contractors shall receive any and all payments for Services performed for any Employer that they met through any of the Loom Services, exclusively through the Loom payment and invoicing platforms, whether or not the Services were listed on the Loom Services.
(iv) The Loom Services are being provided based on trust and you shall promptly notify Loom at email@example.com if you become aware that any User is violating or attempting to violate any of the terms of this Section 4.5(a). This protects the integrity of the Loom Services and is for the benefit of all Users.
(b) Invoices. Contractors should invoice the Employers on a regular basis (e.g., weekly, monthly, etc.). This will ensure that Contractors are paid promptly and that any concerns or issues regarding any invoices can be resolved promptly.
(c) Employer Payments.
(i) Employer shall pay all invoiced Services Fees and Loom Services Fees by no later than the applicable due date. Unless you are disputing any Services Fees in good faith and have notified the relevant Contractor in writing and Loom at firstname.lastname@example.org of the situation (with a reasonably detail explanation of the issue), if you fail to pay any Services Fees or Loom Services Fees by the applicable due date, including by cancelling your Credit Card, initiating an improper chargeback, or any other means (a “Payment Failure”), Loom shall have the right, without prior notice, to charge your Credit Card for the full amount of the Services Fees and/or any applicable Loom Services Fees.
(ii) Upon a Payment Failure, Loom shall also have the right to suspend or permanently terminate your account and any on-going Services. Loom shall use commercially reasonable efforts to notify you prior to any such suspension or termination; provided that any failure you to notify you shall not affect Loom’s right to suspend or terminate. You shall not engage any Contractors that you met through the Loom Services during any suspension or after your account has been terminated.
(iii) All unpaid Services Fees and Loom Services Fees shall accrue interest from the due date to the date paid in full at the rate of the lower of 1.5%/month and the maximum permitted by applicable law. In addition, you shall reimburse Loom or the relevant Contractor for all attorney’s fees and other costs of collection incurred in connection with a Payment Failure.
(d) Late Payments. Except as otherwise provided in this Agreement, if you fail to pay any Fees or other amounts due under this Agreement by the applicable due date, including any Placement Fee or Circumvention Fee, then Loom shall have the right, without prior notice, to charge your Credit Card, or deduct from any amounts due to you, the full amount of any such late payments, Any such amounts shall also accrue interest from the due date to the date paid in full at the rate of the lower of 1.5%/month and the maximum permitted by applicable law. In addition, you shall reimburse Loom for all attorney’s fees and other costs of collection incurred in connection with any such amount.
(e) Payment Processing. Except for non-Eligible Contractors or 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 “Payment Processor”). Payment processing services for Employers, Contractors and the other Users, are currently provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (as modified from time to time, collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to use any of the Loom Services, you agree to be bound by the Stripe Services Agreement. As a condition of Loom’s enabling payment processing services through a Payment Processor, you agree to provide Loom accurate and complete information about you, your business, your Credit Card or Qualified Payment System and such other information required by the Payment Processor, and you authorize Loom to share it and any relevant transaction information related to your use of the payment processing services provided by the Payment Processor.
5 Employers, Contractors and Support.
(a) If you are an Employer, 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 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) for any Equity Fees), (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 “Employer Evaluations”) and such Employer 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 (“Employer 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 Employer Information even if such Employer 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 Employer 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 Employer 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 Employer or the Posted 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 Services in accordance with the Accepted Services Details and good industry standards, (iv) that Employer and other Users can post evaluations regarding you and your performance of the Posted 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 Services and the delivery of any related deliverables, and you shall promptly inform Loom and Employer 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 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 Services by email at email@example.com. Support hours are 9:00 am to 5:00 pm CST, Monday through Friday with the exception of company holidays.
6 Additional Policies.
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 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.
7 Respecting other People’s Rights.
Loom respects the rights of others and so should you. You therefore may not post or send Content that:
8 Account Security.
When you access and use any of the Loom Services, or post or bid on any Services, or perform or receive any 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 firstname.lastname@example.org. 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.
9 Modification of these Terms.
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 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.
10 Digital Millennium Copyright Act.
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 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 License Grant for Content; Representations and Warranties.
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 Services or the performance or receipt of any 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 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 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 Services or performing or receiving any 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.
12 Prohibited Conduct.
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 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 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 Employers 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 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 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 these Terms or the Loom Services after you have met through the Loom Services, including contacting or hiring a Contractor or providing services to an Employer in violation of these Terms.
13 Third-Party Sites.
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 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.
14 Mobile and Data Charges.
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 Services.
You agree that Loom, in its sole discretion, for any or no reason, and without penalty, may suspend or 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 Services, or any part thereof, with or without notice. You agree that any suspension or termination of your access to the Loom Services or the 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 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 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 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.
16 Ownership; Proprietary Rights.
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 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 Services, performing or receiving any 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 No Warranties; Disclaimers.
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 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 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 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 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 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 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 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 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.
18.6 COMPLIANCE WITH U.S. AND INTERNATIONAL SECURITIES LAWS.
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 SERVICES FOR THE SERVICES FEES AS AGREED SOLELY BETWEEN A COMPANY AND A CONTRACTOR. LOOM IS NOT REGISTERED WITH THE SECURITIES EXCHANGE COMMISSION (OR ANY FOREIGN EQUIVALENT), 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 APPLICABLE U.S. AND INTERNATIONAL SECURITIES AND OTHER LAWS AND REGULATIONS RELATING TO THE ISSUANCE OF ANY OF THE SERVICES FEES, INCLUDING EQUITY. 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 OR OTHER SERVICE FEES, INCLUDING THE VIOLATION (WHETHER INTENTIONAL OR NOT) OF ANY U.S. OR INTERNATIONAL SECURITIES LAWS.
Securities and other related laws are inherently complex. Loom strongly encourages you to seek competent legal advice with respect to any grant or issuance of Equity.
19 LIMITATION OF LIABILITY AND DAMAGES.
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 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 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 Employer 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 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 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.
20 United States Export Controls.
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 Services (a “Dispute”) 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.
The parties hereby irrevocably and unconditionally agree that service of process in any such Dispute may be effected by mailing a copy of such process by certified mail, postage prepaid, to such party at the address provided by such party.
(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 DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, ANY OF THE LOOM SERVICES OR THE SERVICES.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
(i) Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND LOOM (WHETHER OR NOT SUCH CLAIM INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, ANY OF THE LOOM SERVICES OR 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 (OR UNDER THE RELATED INTERNATIONAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION IF YOU ARE NOT A U.S. NATIONAL) 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. Any such arbitration shall be in English and be held in Austin, TX and the number of arbitrators shall be one (1). Except as otherwise required by law, the parties and the arbitrator agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. 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. 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 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 Services or your relationship with Loom.
(c) Improperly Filed Disputes. 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 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, 4.4, 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 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 Services may not be legal by certain persons or in certain countries. If you access any of these Loom Services or any of the 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 Services are offered by Loom located at: 501 Pedernales 1B, Austin, Texas 78702 and email: email@example.com. The 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.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
© 2017 Loom Labs, Inc.