Terms of Service
Loop54 ToS
THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN SUBSCRIPTION TO AND USE OF LOOP54’S SERVICES. BY ACCESSING OR USING LOOP54’S WEBSITES AND SERVICES, YOU ACCEPT OR AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO OR ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE, THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE LOOP54’S SERVICES.
LAST UPDATED: 2018-09-20
EFFECTIVE DATE: 2018-09-20
EXPIRATION DATE: 2023-07-31*
1. AGREEMENT
These Terms of Service (these “Terms”) are made by and between the party on whose behalf they are accepted ("Customer") and Loop54 and are effective as of the date they are accepted by the Customer. “Loop54” means either (i) The Loop54 Group AB, Company no: 556815-0451, with offices at Barnhusgatan 20, SE-111 23 Stockholm, Sweden, or (ii) Loop54 Ltd, Company no: 10446599, with the legal address St James House, 13 Kensington Square, London, W8 5HD, United Kingdom, depending on what is specified in the Service Order. The complete subscription agreement including these Terms (the “Agreement”) is made for the purpose of granting the Customer a limited subscription to use Loop54’s hosted search and browse, support or other services (the “Services”).
2. LOOP54'S OBLIGATIONS
2.1 Services. Loop54 will make the Services available to the Customer according to one or more online or written ordering documents (each a “Service Order”). The Agreement includes each Service Order incorporating the Agreement.
2.2 Compliance with Laws. Loop54 will comply with all laws and governmental regulations applicable to the Services.
2.3 Personnel and Performance. Loop54 will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement. Loop54 enters into the Agreement on behalf of itself and its Affiliates. An “Affiliate” of a party is any entity (a) that the party Controls; (b) that the party is Controlled by; or (c) with which the party is under common Control, where “Control” means direct or indirect control of fifty percent (50%) or more of an entity’s voting interests (including by ownership).
2.4 Documentation. Loop54 will make online documentation available at https://www.loop54.com/docs (the “Documentation”) that describe Loop54 software made accessible as part of the Services ("Loop54 Software").
2.5 Security Measures. Loop54 will maintain administrative, physical, and technical safeguards for the security and integrity of the Services. Loop54 will store, process, transmit and disclose electronic data and configurations submitted to the Services at the direction of or on behalf of the Customer ("Customer Data") only according to the Agreement and the Documentation. The Services, independent of the Customer Data, will not transmit code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses ("Malicious Code").
2.6 Protection of Customer Personal Data. To the extent Loop54 processes any Customer Personal Data (as defined in the DPA) contained in Customer Data on behalf of the Customer, the terms of the DPA (the "DPA"), which are incorporated herein by reference, will apply and the parties agree to comply with such terms provided, however, that if the Customer and Loop54 have previously entered into a separate General Data Protection Regulation (EU) 2016/679 compliant data processing agreement or addendum, the terms of such existing data processing agreement or addendum will continue to apply unless the parties expressly agree to replace with this DPA by signing this DPA. For purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, the Customer and its applicable Affiliates are each the “controller”, and the Customer’s acceptance of these Terms and as applicable Affiliate’s signing of a Service Order, will be treated as signing of the Standard Contractual Clauses and their appendices.
3. CUSTOMER'S OBLIGATIONS
3.1 Customer Data. As between Loop54 and the Customer, the Customer is responsible for Customer Data and the provision of Customer Data to the Services according to the Agreement.
3.2 Personnel and Performance. The Customer will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. The Customer enters into the Agreement on behalf of its Affiliates that make use of the Services.
3.3 Non-Loop54 Services. The Customer may choose to use services not provided by Loop54 ("Non-Loop54 Services") with the Services and in doing so grants Loop54 permission to interoperate with the Non-Loop54 Services as directed by the Customer or the Non-Loop54 Services. Unless specified in a Service Order: (a) Loop54 does not warrant or support Non-Loop54 Services, (b) as between Loop54 and the Customer, the Customer assumes all responsibility for the Non-Loop54 Services and any disclosure, modification or deletion of Customer Data by the Non-Loop54 Services and (c) Loop54 shall have no liability for, and the Customer is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Non-Loop54 Services or any change in the ability of Loop54 to interoperate with the Non-Loop54 Services.
3.4 Responsibilities. The Customer (a) shall comply with the Loop54 Acceptable Use Policy (the “AUP”); (b) shall use the Services in accordance with the Agreement; (c) shall use the Services in accordance with the applicable Documentation; (d) shall be responsible for using commercially reasonable efforts to prevent unauthorized access to or use of the Services; (e) shall promptly notify Loop54 of any unauthorized access or use of the Services; (f) shall respond to Reports in accordance with Section 4.4 (Third Party Reports) and take reasonably appropriate action to resolve the reported matter; (g) shall not use the Services to store, transmit or display Customer Data for fraudulent purposes or in violation of applicable laws and governmental regulations; (h) shall not make the Services available to, or use the Services for the benefit of, anyone other than the Customer’s own personnel or end users; (i) shall not use the Services to store, transmit or display Malicious Code; (j) shall not interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein; (k) shall not attempt to gain unauthorized access to any of Loop54’s datacenters, systems or networks; (l) shall not permit direct or indirect access to or use the Services in a way that circumvents a usage or capacity limit of the Services or use the Services to access or use any of Loop54’s intellectual property except as permitted under the Agreement; (m) shall not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Services except as integrated with its own offerings that provide additional functionality to its end users; (n) subject to Section 9.2 (Loop54 Software), shall not copy, modify or create a derivative work of the Services or any part, feature, function, or user interface thereof; (o) shall not access the Services or use the Documentation to develop a competitive product or service; (p) subject to Section 9.2 (Loop54 Software), except as permitted by applicable laws or governmental regulations, shall not reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Services; (q) shall not alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on the Services; (r) shall obtain and maintain appropriate equipment and ancillary services needed to connect to, access or otherwise use the Services, including hardware, servers, software, operating systems and internet access; (s) obtain and maintain any required consents necessary to permit the processing of Customer Data by Loop54 under the Agreement; and (t) obtain and maintain any consents necessary to permit the processing by Loop54 of the personal information of the Customer’s personnel that serve as the Customer’s designated contact for purposes of the Services and the Agreement.
3.5 Service Notices. If Loop54 becomes aware that the Customer may violate the Customer’s obligations under this Section 4 (the Customer’s Obligations), Loop54 will notify the Customer by email (the Service Notice) and request the Customer to take reasonably appropriate action, including ceasing problematic usage, changing a configuration, updating account credentials or removing applicable the Customer Data. If the Customer fails to comply within the time period set forth in the Service Notice, Loop54 may block the Customer’s access to the Services until the requested action is taken. If the Customer fails to take the required action within ten (10) days or fails to comply with the Customer’s obligations under this Section 4 (Customer’s Obligations) on two or more occasions during any rolling twelve (12) month period, Loop54 may terminate the Agreement immediately for cause. Loop54 also responds to notices of alleged copyright infringement and may block access to the applicable Service or terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act of 1998. All limitations of access, suspensions, and terminations for cause shall be made in Loop54’s sole discretion and Loop54 shall not be liable to the Customer or any third party for any termination of the Customer’s account or access to the Services.
4. CUSTOMER'S OBLIGATIONS
4.1 Term. These Terms are effective during the term of any Service Order that incorporates the Agreement. The term of a Service Order shall be specified in the Service Order. Service Orders shall renew for successive terms, unless either party gives the other at least ninety (90) days’ notice of non-renewal at the end of the applicable term.
4.2 Termination for Cause. In addition to Loop54’s right to terminate the entire Agreement under Section 3.5 (Service Notices), the Customer or Loop54 may terminate the entire Agreement for cause (a) upon 30 days’ written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period or (b) if the other party (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (ii) goes out of business or (iii) ceases its operations.
4.3 Survival. Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 4.5(j), (k), (n), (o) and (p) (Customer’s Obligations), Section 7.1 (Fees), Section 7.5 (Refund or Payment upon Termination), Section 8 (Confidentiality), Section 9 (Licenses and Proprietary Rights), Section 13 (Limitation of Liability), Section 14 (Exclusion of Consequential and Related Damages) and Section 16 (Indemnification).
5. FEES AND PAYMENT
5.1 Fees. The Customer will pay all fees specified in Service Orders and provide accurate and updated billing contact information. All fees payable under the Agreement shall be made in currency as set forth in the Service Order. Minimum commitments in Service Orders are (a) based on Services purchased and not actual usage; (b) non-cancelable; and (c) cannot be decreased during the specified term. Fees paid for minimum commitments are not refundable. The Customer’s payments of fees are neither (x) contingent on the delivery of any future functionality or features nor (y) dependent on statements not set forth in the Agreement or any Service Order.
5.2 Invoicing Terms. Loop54 will invoice the Customer either monthly or according to the billing frequency stated in the Service Order. Invoices are due net 30 days from the invoice date, if nothing else is specified in the Service Order. If any invoiced amount is not received by Loop54 by the due date, then without limiting Loop54’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) Loop54 may condition future subscription renewals and Service Orders on shorter payment terms.
5.3 Suspension of Service and Acceleration. If any amount owing by the Customer is 30 or more days overdue, Loop54 may, without limiting any rights and remedies, accelerate the Customer’s unpaid fee obligations to become immediately due and payable, and block the provision of Services to the Customer until the overdue amounts are paid in full. Loop54 will give the Customer at least 10 days’ prior notice that its account is overdue, in accordance with Section 19 (Manner of Giving Notice), before blocking Services to the Customer.
5.4 Payment Disputes. Loop54 will not exercise any rights to block Services, accelerate payments, impose late charges or change payment terms under Section 5.2 (Invoicing Terms) and Section 5.3 (Suspension of Service and Acceleration) with respect to an overdue amount for so long as the Customer is disputing the overdue amount in good faith. The parties shall cooperate diligently to resolve the dispute.
5.5 Refund or Payment upon Termination. If the Customer terminates the Agreement in accordance with Section 4.2 (Termination for Cause), Loop54 will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination. If the Agreement is terminated by Loop54 in accordance with Section 4.2 (Termination for Cause), the Customer will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event will termination relieve the Customer of its obligation to pay any fees payable for the period prior to the effective date of termination. If the Customer terminates without cause prior to the end of the then current term, the Customer shall be immediately liable for the balance of the fees for the remainder of the term.
5.6 Taxes. Fees for Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with its Service Orders. If Loop54 is obligated by law to pay or collect Taxes for which the Customer is responsible, Loop54 will invoice the Customer and the Customer will pay that amount unless the Customer can provide a valid tax exemption certificate authorized by the appropriate taxing authority. The Customer will provide Loop54 any information Loop54 reasonably requests to determine whether Loop54 is obligated to collect Taxes. Loop54 is solely responsible for taxes assessable against its income, property, and employees.
6. CONFIDENTIALITY
6.1 Confidential Information. “Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. The Customer’s Confidential Information includes Customer Data; Loop54’s Confidential Information includes the Services; and Confidential Information of each party includes but is not limited to the terms and conditions of the Agreement and all Service Orders, including pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection with the Agreement. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party; (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or (d) is at any time independently developed by Receiving Party without use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.
6.2 Protection of Confidential Information. Except as provided in Section 8.3 (Compelled Disclosure) Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents and consultants who: (a) need to know the Confidential Information in connection with the purpose of the Agreement and (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement. Each party shall (x) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and (y) not use any Confidential Information of the other party for any purpose outside the scope of the Agreement.
6.3 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, then to the extent legally permitted, Receiving Party shall provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required, and shall be subject to confidentiality protections to the extent practicable. If Receiving Party is compelled by law to disclose Disclosing Party’s Confidential Information as part of a civil proceeding to which Disclosing Party is a party, and Disclosing Party is not contesting the disclosure, Disclosing Party will reimburse Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7. LICENCSES AND PROPRIETARY RIGHTS
7.1 Customer Data. The Customer grants Loop54 a nonexclusive, revocable, and limited license to store, copy, transmit, and display Customer Data and to interoperate with any Non-Loop54 Services specified in the Data Processing Agreement in order for Loop54 to provide the Services in accordance with the Agreement and the Data Processing Agreement. Subject to this limited license, Loop54 acquires no right, title, or interest from the Customer under the Agreement in or to Customer Data.
7.2 Loop54 Software. Except solely with respect to open source software that Loop54 makes available ("Open Source Software"), including language specific codes that enable easy communication with Loop54 Software (the “API Libraries”), Loop54 grants the Customer a limited non-exclusive, non-transferable, non-sublicensable license to use Loop54 Software solely in connection with the subscribed Services in accordance with the Agreement. Open Source Software, including API Libraries, and the Customer’s use of such Open Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in such Open Source Software (each an “Open Source License”) and Loop54 grants the Customer a license to use the Open Source Software to the full extent permitted by the applicable Open Source License.
7.3 Proprietary Rights. The Services, Loop54 Software and the Documentation are the proprietary information of Loop54. Subject to the limited rights expressly granted in the Agreement, Loop54 and Loop54’s licensors reserve all right, title, and interest in and to the Services, Loop54 Software and the Documentation, including all related intellectual property rights. No rights are granted to the Customer except as expressly set forth in the Agreement. No rights are granted to Loop54 except as expressly set forth in the Agreement.
8. LIMITATION OF LIABILITY
IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY (TOGETHER WITH ALL OF ITS AFFILIATES) ARISING OUT OF OR RELATED TO THE AGREEMENT (REGARDLESS OF THE NUMBER OF INDIVIDUAL INCIDENTS GIVING RISE TO LIABILITY) EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CUSTOMER AND ITS AFFILATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT THE CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT) OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16 (INDEMNIFICATION).
9. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITIES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE TYPES OF DAMAGES OR A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10. WARRANTIES
10.1 Services Warranty. In addition to its obligations under Section 3 (Loop54’s Obligations), Loop54 warrants that during the term of each Service Order that: (a) the Services will perform materially in accordance with the applicable Documentation, (b) the Services will be provided in accordance with the applicable service level agreement (each an “SLA”), (c) the overall effectiveness of the Security Measures will not be decreased and (d) Loop54 will not materially decrease the overall functionality of the Services. SLAs do not apply (i) to unavailability of Services caused by factors outside of Loop54's reasonable control, including those set forth in Section 22 (Force Majeure); (ii) to unavailability of the Services that result from Non-Loop54 Services, equipment and/or software of third parties where such equipment and/or software is not within the control of Loop54; (iii) to unavailability of the Services caused by abuse or misuse of the Services (or any component thereof) by the Customer or the Customer’s personnel or end users; (iv) to unavailability of the Services caused by use or maintenance of the Services (or any component thereof) by the Customer in a manner not conforming to the requirements described in the Documentation or in the Agreement; (v) to unavailability of the Services caused by modifications to Loop54 Software by the Customer, its personnel or end users; (vi) to unavailability of the Services due to reaching the maximum capacity of the contracted infrastructure; or (vii) for any usage where the Customer has not used the latest version of API Libraries. Without limiting Loop54’s obligations pursuant to Section 3 (Loop54’s Obligations), the Customer’s exclusive remedies for a breach of a warranty in this Section 15.1 (Services Warranty) shall be to exercise the express rights described in Sections 5.2 (Termination for Cause), 7.5 (Refund or Payment upon Termination) and claim the credits set forth in the applicable SLA.
10.2 Support Services Warranty. Support services specified in applicable Service Orders will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. the Customer’s exclusive remedies for breach of the warranty in this Section 15.2 shall be either (a) re-performance of the support Services by Loop54; (b) to claim the credits set forth in the applicable SLA, if any; or (c) to exercise the express rights described in Sections 5.2 (Termination for Cause) and 7.5 (Refund or Payment upon Termination).
10.3 Disclaimers.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS OR GOVERNMENTAL REGULATIONS. LOOP54 DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
11. INDEMNIFICATION
11.1 Indemnification by Loop54. Loop54 will indemnify and defend the Customer against any and all third party claims, demands, suits or proceedings (each a “Claim Against the Customer”) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with, or alleging the Services (exclusive of Open Source Software) or use of the Services (exclusive of Open Source Software) by the Customer in accordance with the Agreement infringe or misappropriate the third party’s intellectual property rights, provided the Customer (a) promptly gives Loop54 written notice of the Claim Against the Customer; (b) gives Loop54 sole control of the defense and settlement of the Claim Against the Customer (except that Loop54 may not settle any Claim Against the Customer unless it unconditionally releases the Customer of all liability related to the Claim Against the Customer); and (c) gives Loop54 all reasonable assistance in connection with the defense or settlement of such Claim Against the Customer, at Loop54’s expense. If Loop54 receives information about an infringement or misappropriation claim related to the Services, Loop54 may in its discretion and at no cost to the Customer (x) modify the Service so that it no longer infringes or misappropriates, without breaching Loop54’s obligations under Section 3 (Loop54’s Obligations); (y) obtain a license for the Customer’s continued use of that Service in accordance with the Agreement; or (z) terminate the Customer’s subscription for the affected portion of the Service upon 30 days’ written notice and refund the Customer any prepaid fees covering the remainder of the term for the terminated portion of the Services. The above defense and indemnification obligations do not apply to the extent a Claim Against the Customer arises from (i) the Customer Data, (ii) the Customer’s use of Beta Services, (iii) a Non-Loop54 Service, (iv) the Customer’s breach of the Agreement, (v) any modification or alternation to the Services not made by Loop54, (vi) any combination or use of the Services with products or services not expressly approved by Loop54 or (vii) the Customer’s continued use of the allegedly infringing portion of the Services after receiving notice from Loop54 regarding the same.
11.2 Indemnification by the Customer. The Customer will indemnify and defend Loop54 against any and all third party claims, demands, suits or proceedings (each a “Claim Against Loop54”) and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with, (i) Customer Data, or (ii) the Customer’s use of the Services in breach of the Agreement, provided Loop54 (a) promptly gives the Customer written notice of the Claim Against Loop54; (b) gives the Customer sole control of the defense and settlement of the Claim Against Loop54 (except that the Customer may not settle any Claim Against Loop54 unless it unconditionally releases Loop54 of all liability related to the Claim Against Loop54); and (c) give the Customer all reasonable assistance in connection with the defense or settlement of such Claim Against Loop54, at the Customer’s expense. The above defense and indemnification obligations do not apply to the extent a Claim Against Loop54 arises from the Services or Loop54’s breach of the Agreement. Except with respect to a dispute between the Customer and Loop54, the Customer will reimburse Loop54 for all costs and reasonable attorneys’ fees for responding to third party or governmental requests for information arising out of or in connection with Customer Data or the Customer’s use of the Services.
11.3 Additional Indemnities. For purposes of this Section 16, (a) a Claim Against Loop54 shall include a claim against Loop54, Loop54’s Affiliates, and Loop54’s or its Affiliates’ officers, directors, and employees and (b) a Claim Against the Customer shall include a claim against the Customer, the Customer’s Affiliates, and the Customer’s or its Affiliates’ officers, directors, and employees.
11.4 Exclusive Remedy. This Section 16 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 16.
12. PRIVACY POLICY
Loop54 will process personal information in accordance with its Data Processing Agreement available at https://www.loop54.com/loop54-data-processing-agreement when processing personal information (the “DPA”).
13. ASSIGNMENT
13.1 Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) provided, however, either party may assign the Agreement in its entirety, without the other party’s consent (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the immediately preceding sentence, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may, but is not required to, terminate the Agreement upon written notice. In the event of such a termination by Loop54, Loop54 will refund to the Customer any prepaid but unused fees covering the remainder of the term of all Service Orders after the effective date of such termination.
13.2 The Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
14. MANNER OF GIVING NOTICE
14.1 Except as otherwise specified in the Agreement, all notices, permissions and approvals shall be in writing and shall be deemed to have been given upon (a) personal delivery; (b) the second business day after mailing; or (c) the day of sending by email. Billing-related notices to the Customer shall be addressed to the relevant billing contact designated by the Customer. All other Services related notices to the Customer shall be addressed to the relevant Services system administrator or other person designated by the Customer in writing. Legal Notices to Loop54 should be addressed to Legal@Loop54.com or Loop54, Barnhusgatan 20, SE-11123 Stockholm, Sweden.
15. GOVERNING LAW AND JURISDICTION
The Agreement shall be governed by and construed in accordance with the controlling laws of (i) England, if the Customer is domiciled in The United Kingdom, or (ii) Sweden, if the Customer is domiciled anywhere else, in each case excluding rules governing conflict of law and choice of law. The courts in Stockholm, Sweden shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement if Swedish laws applies and the courts in England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement if English laws apply. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts and service of process being effected upon it by registered mail sent to the Legal Notice address provided by such party under the Agreement.
16. PUBLICITY
The Customer consents to Loop54’s use of the Customer’s name and logo and general description of the Customer’s relationship with Loop54 in press releases and other marketing materials and appearances. The Customer further permits Loop54 to use it as a reference account for marketing purposes and agrees, from time to time, to support Loop54 by participating in reference phone call(s) and other marketing events including with press, analysts, and Loop54’s existing or potential investors or customers upon reasonable request by Loop54.
17. FORCE MAJEURE
Except for payment obligations under the Agreement, neither party will be liable for failure to perform or inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control, including, for example, an act of God, natural disaster, act of war or terrorism, riot or civil arrest, labor conditions, governmental action, disruption of telecommunications, failure or delay of internet services providers or internet disturbance, disruption of power or other essential services.
18. ENTIRE AGREEMENT
The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the applicable Service Order, (ii) the DPA, (iii) the Agreement, (iv) the AUP, and (v) the Documentation. Loop54 and the Customer each represent that it has validly entered into or accepted the Agreement and has the legal power to do so. Loop54 may modify these Terms from time to time. All agreements are available at the links below and any and all changes to these Terms will be posted at:
and the Terms will indicate the date they were last updated and their effective date. The changes will become effective thirty (30) days after posting and the Customer may terminate the Agreement without penalty upon notice to Loop54 within ten (10) days of the effective date of the revised Terms. The Customer is deemed to accept and agree to be bound by any changes to the Agreement when the Customer uses the Service after the effective date of those changes. Notwithstanding the foregoing, in the event that the parties enter into, or have entered into a separate formal written subscript agreement, the terms of that agreement shall control over the terms of the Agreement unless the parties expressly agree to supersede such agreement with this Agreement. Any term or condition stated in a Customer purchase order or other Customer order documents (excluding Service Orders) is void. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. All reference in the Agreement to “including” means “including but not limited to”.
*For customers who have agreed until 2023-07-31, the existing terms and conditions remain unchanged. If you have any questions or need assistance, we are here to help.