Terms and Conditions

Last Updated: February 23, 2018 (see previous versions)

  1. 1. DEFINITIONS

The defined terms used in the Agreement will have the meaning set out in Appendix 1 unless the subject matter or content is inconsistent therewith.

  1. 2. USE OF LOOPIO PLATFORM AND HELP CENTER AND ONLINE RESOURCES
  2. (a) Use of the Loopio Platform. Subject to the terms and conditions of the Agreement and payment of all applicable Fees, your access and use of the Loopio Platform is provided in accordance with the specifications described in our Help Center and Online Resources. 
  3. (b) License to Help Center and Online Resources. Subject to the terms of the Agreement and payment of the applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable license to use the Help Center and Online Resources for the sole purposes of accessing and using the Loopio Platform.
  4. (c) Onboarding and Training Services. If the provision of Onboarding and Training Services is included in the Order Form, we will use commercially reasonable efforts to provide the Onboarding and Training Services in a professional and workman-like manner. Unless indicated otherwise in the Order Form, all Onboarding and Training Services will be performed on a time and materials basis at our then-current standard hourly or daily rates.
  5. (d) Third Party Components and Optional Features and Functionality. The Loopio Platform may contain optional features and functionality that are made available to you for your convenience only. These optional features and functionality may incorporate and embed software and other technology owned or controlled by third parties. If we provide you with access to or use of such optional features or functionality, you may be required to accept the applicable terms of service with such third party as a condition of your access or use of such optional features or functionality.  The Loopio Platform may also contain embedded functionality made available by our third party service providers that enables certain aspects of the services. The use of such third party services by you will be subject to the terms and conditions made accessible on the Loopio Platform or the Website.
  6. (e) User IDs. You will ensure that all Users access and use the Loopio Platform solely through a unique User identification assigned by you to such User. You are responsible for the compliance by all Users with the Agreement, and all Fees and charges incurred by Users in connection with their access to and use of the Loopio Platform, and any and all activity occurring under the User identification associated with Users. You will not permit Users to share their User identification with any other Person and you will not create generic User identification for use by multiple Users.
  7. (f) Restrictions on Use of the Loopio Platform. You will use the Loopio Solution as contemplated in the Agreement and will not, and will not attempt to (together, the “Use Restrictions”):
  8. (i) license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Loopio Solution available to any third party except Users;
  9. (ii) modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Loopio Property, except to the extent expressly permitted in writing by us or pursuant to Applicable Law;
  10. (iii) circumvent any User limits or other use restrictions that are built into the Loopio Solution;
  11. (iv) cause interference with the Loopio Platform’s network operations, attempt to bypass our network or security controls, or otherwise re-arrange, disconnect, disable, remove, repair or otherwise interfere with any parts of the Loopio Solution or the receipt of services by our other customers;
  12. (v) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Loopio Platform;
  13. (vi) use, or permit the use of, the Loopio Solution in a manner contrary to Applicable Law or that infringes, violates or misappropriates the rights of any third parties, including the privacy rights or intellectual property rights of such third parties;
  14. (vii) send any unsolicited commercial communications prohibited by Applicable Law;
  15. (viii) store or process Personal Information characterized as sensitive information under applicable Privacy Laws, including any health information, social insurance, social security or credit card numbers;
  16. (ix) use the Loopio Solution in order to build a competitive solution or service;  or
  17. (x) remove any proprietary notices, labels, or marks from the Loopio Solution.
  18. (g) Notification. You will notify us if you become aware of a breach of the restrictions on the use of the Loopio Platform in the Agreement, including the Use Restrictions.
  19. (h) Suspension Rights to Address Issues or for Violation of the Agreement. Without limiting our rights and remedies under the Agreement, we, at our discretion, may suspend your access to the Loopio Platform:(i) to address technical, security or other emergency issues; or (ii) if we believe you have violated any provision of the Agreement, including the Use Restrictions. In such circumstances, we will use commercially reasonable efforts to notify you of the reasons for suspension as soon as practicable, but may not be able to do so at the time of suspension if the reason for the suspension is to address an emergency issue, but we will notify you promptly thereafter. In the circumstances described in clause (i), upon the resolution of the emergency issue, we will promptly reinstate your access to the Loopio Platform. We will not be responsible to you for any damages or be obligated to repay any fees to you that may result arising from a suspension in accordance with this Section 2(h). 
  20. 3. PRIVACY
  21. (a) Access to your User Account Information. During the course of making available the Loopio Platform to you we may host, disclose, collect, store and use Personal Information of your authorized users granted access by you to the Loopio Solution (each, a “User”) in accordance with our Privacy Policy, including: (i) if required by Applicable Law or any Governmental or Regulatory Authority; or (ii) if necessary to perform our obligations or to exercise our rights under the Agreement, including to monitor usage by your Users, and detect, investigate or prevent any actual or potential violation of the Agreement, including the Use Restrictions.
  22. (b) Personal Information. The primary purpose of the Loopio Platform is not to host, process or store Personal Information of third parties uploaded by you, and we do not actively access, monitor, process or amend such Personal Information except to the extent requested by you in connection with our performance of the User Support Services or as an incidental part of the automated processing performed by the Loopio Platform.  To the extent that you upload such Personal Information you are responsible for ensuring that your use of the Loopio Platform and provision of such Personal Information is in compliance with all applicable Privacy Laws and that you have provided all necessary notice, obtained all necessary consents, and otherwise have all authority to provide such Personal Information to Loopio for the purposes of this Agreement.
  23. (c) Privacy Policy.  Customer understands that any Personal Information will be treated in accordance with Loopio’s Privacy Policy, the then-current version is accessible via https://www.loopio.com/privacy(the “Privacy Policy”). We reserve the right to update the Privacy Policy and an up-to-date version of our then current Privacy Policy will be made accessible via the Website. We will provide you with notice of any material changes by sending an email to the contract address in the Order Form or through the Loopio Platform.
  24. (d) In the course of rendering the Services, Loopio shall:
  25. (i) only use Personal Information for the purposes of rendering the Loopio Solution in accordance with the Agreement and as otherwise instructed by Customer in writing from time to time;
  26. (ii) not disclose any Personal Information to any third party without the prior written consent of Customer;
  27. (iii) where any disclosure or transfer of Personal Information is required by law, promptly notify Customer in writing before complying with any such requirement for disclosure (except where legally prohibited to do so);
  28. (iv) limit access to Personal Information only to those employees and sub-processors who need to have access to the Personal Information for the purposes providing the Loopio Solution; 
  29. (v) notify Customer in writing immediately upon Loopio becoming aware of, or suspecting, any loss, theft, damage or unauthorized or unlawful access or processing, and comply with all instructions of Customer in connection therewith;
  30. (vi) provide Customer (or its representatives) with access to the records, facilities and premises of Loopio for the purposes of auditing, inspecting, examining and otherwise verifying Loopio’s compliance with this Section 3; and 
  31. (vii) enter into a written agreement with each subcontractor or third party that has access to Personal Information that imposes obligations on the sub-contractor or third party that are substantially similar to those imposed on Loopio under this Section 3.
  32. 4. SUPPORTED BROWSERS; USER SUPPORT; MAINTENANCE AND UPGRADES
  33. (a) Supported Browsers. Although the Loopio Platform is designed to operate with most internet browsers including Google Chrome, Safari and FireFox, our recommended internet browser is Google Chrome. Although the Loopio Platform may be accessible through Internet Explorer, we do not support Internet Explorer and will not be responsible for your use of the Loopio Platform through Internet Explorer. Accordingly, any support requests for Internet Explorer will result in our recommendation you migrate to a different browser supported by us.
  34. (b) User Support Services. We make available support via telephone and email at the phone number and email address located on our Help Center and Online Resources during our normal business hours on Monday through Friday from 9am ET to 9pm ET, except for telephone support during statutory holidays observed in Ontario. 
  35. (c) Maintenance and Upgrades. You acknowledge and agree that the Loopio Platform is made available to you as a software-as-a-service.  Accordingly, due to the nature of software-as-a-service, you are not subscribing to fixed set of specifications and functionality or the expectation of any future functionality. We may perform maintenance or provide upgrades to the Loopio Platform from time to time to provide enhanced features and improvements, bug fixes and error corrections. We will use commercially reasonable efforts to provide you with 48 hours’ advance notice prior to our performance of any scheduled maintenance or upgrades, which may result in the unavailability of the Loopio Platform. The extent of the new features or functionality that may be made available to you will depend on your then current subscription plan. 
  36. 5. OWNERSHIP AND LICENCE TO CONTENT
  37. (a) Exclusive Ownership. Except for the rights and licenses granted in the Agreement, you acknowledge and agree that we and our licensors own (and will own) any and all intellectual property rights in and to: (i) the Loopio Solution; (ii) the De-Identified Information; (iii) anything developed or delivered by or on behalf of Loopio under the Agreement; (iv) Feedback; and (v) any modifications, improvements, customizations, updates, enhancements, aggregations, compilations, translations, adaptations or derivative works in the foregoing subsections (i) through (iv) (together, the “Loopio Property”). All rights not expressly granted by us under the Agreement are reserved.
  38. (b) Content. As between you and Loopio, you own any and all intellectual property rights in and to the content you provide, create, store and process through the Loopio Platform (the “Content”). You hereby grant Loopio a worldwide, royalty-free, fully paid-up, non-exclusive license during the Term to host, collect, use and store the Content: (i) for the purpose of making available the Loopio Solution to you and to provide related services to you; (ii) to exercise our rights and perform our obligations under the Agreement; and (iii) to generate anonymized and aggregated information to enable us to monitor the performance, use and stability of the Loopio Platform, and to improve the Loopio Solution (the “De-Identified Information”). 
  39. 6. CONFIDENTIALITY
  40. (a) Confidentiality.Confidential Information” means information of a Party (the “Disclosing Party”) that the other Party (the “Receiving Party”) receives in connection with the provision or receipt of the Loopio Solution under the Agreement, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, with respect to you, your Content and Personal Information, and with respect to Loopio, information concerning Loopio Property and the provisions of the Agreement. Notwithstanding the foregoing, Confidential Information (other than Personal Information) does not include information that is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of the Agreement by the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; and (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, will not be considered Confidential Information under the Agreement. 
  41. (b) Obligation to Protect Confidential Information. A Receiving Party will: (i) limit access and use of Disclosing Party’s Confidential Information to those of the Receiving Party’s employees and agents that require such access and use in connection with the Agreement; (ii) not disclose the Disclosing Party’s Confidential Information to third parties, unless authorized pursuant to this Section 6; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to exercise its rights or perform its obligations hereunder or as otherwise specifically permitted by the other Party.
  42. (c) Loopio Permitted Disclosures. We may disclose your Confidential Information:
  43. (i) if and to the extent required by a Governmental or Regulatory Authority or otherwise as required by Applicable Law, provided that we must first give you notice of such compelled disclosure (except where prohibited by Applicable Law from doing so) and must use commercially reasonable efforts to provide you, unless prohibited by Applicable Law, with an opportunity to take such steps as you desire to challenge or contest such disclosure or seek a protective order. Thereafter, we may disclose the applicable Confidential Information, but only to the extent required by the applicable Governmental or Regulatory Authority or Applicable Law and subject to any protective order that applies to such disclosure; and
  44. (ii) to: (A) our accountants, auditors, legal counsel and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to our business; (B) Personnel if and to the extent that such Personnel need to know such Confidential Information for purposes relating to the provision of the Loopio Solution to you or the exercise of our rights under the Agreement; provided that such Person has entered into a written agreement with us that includes confidentiality obligations in respect of your Confidential Information that are no less stringent than those contained in the Agreement. We may also disclose your identity and the terms of the Agreement, but not your Content, to potential permitted assignees or successors if and to the extent that such Persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving our business or assets.
  45. (d) Feedback. If you provide suggestions, comments and feedback regarding the Loopio Solution (“Feedback”) you covenant that: (i) notwithstanding Section 6(a) the Feedback will not be your Confidential Information; (ii) you have all of the necessary rights to disclose the Feedback to us; (iii) you hereby assign all right, title and interest, including intellectual property rights, in and to the Feedback to us; (iv) we (including all of our successors and assigns) may freely use Feedback without any restrictions and you will procure a waiver of any third party rights, including moral rights, to the extent required; (v) you and your Users are not entitled to receive any compensation or re-imbursement of any kind; and (vi) the Feedback will be deemed not to contain any Content.
  46. 7. NETWORK SECURITY AND DATA BREACH

We will use commercially reasonable physical, organizational and technical measures to protect your Confidential Information against unlawful access, use or disclosure. Despite such efforts, you acknowledge that our collection, storage, use, and disclosure of Content and Personal Information as contemplated hereunder, will involve transmission over the Internet and over various networks, only part of which may be owned or operated by us. Customer acknowledges and understands that Content or Personal Information may be accessed by unauthorized persons when communicated across the Internet, network communications facilities or other electronic means. We are not responsible for any Content or Personal Information that is delayed, lost, destroyed, altered, intercepted or stored during the transmission of such data across network infrastructure not owned or operated by us, including the Internet, third party websites or your or Users’ local networks. You agree that we are not in any way responsible for any interference with your or you Users’ use of or access to the Loopio Solution via such means or security breaches arising from or attributable to such network infrastructure and, to the fullest extent permitted by Applicable Law, we waive any and all claims against us in connection therewith. 

  1. 8. FEES AND PAYMENT TERMS

Unless otherwise set out in the Order Form: 

APPENDIX 1

DEFINITIONS