Terms of Service
Introduction; Agreement to this Terms of Service
Welcome to the loopt, Inc. ("loopt", "We", "Our") mobile device software application (the "loopt Software"), Web site, and/or any other mobile or web services or applications owned, controlled, or offered by loopt (collectively, the "loopt Services"). Subscribers, customers, users, and others who download, access, use, purchase and/or subscribe to the loopt Services (collectively or individually "You" or "Users") must do so under the following terms and conditions of use.
BEFORE USING ANY LOOPT SERVICES, PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF SERVICE. BY ACCESSING, BROWSING AND/OR USING THE LOOPT SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL CONSENTS AND DISCLOSURES SET FORTH IN THE LOOPT REGISTRATION PROCESS (AND HEREBY INCORPORATED HEREIN BY THIS REFERENCE), ALL OF THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY FUTURE MODIFICATIONS TO THIS TERMS OF SERVICE, AND ALL GUIDELINES (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN PLEASE CEASE USING THE LOOPT SERVICES IMMEDIATELY. THE AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND LOOPT. You may receive a copy of this Agreement by emailing us at: firstname.lastname@example.org, Subject: Terms of Service Agreement.
THE LOOPT SERVICES ARE AVAILABLE FOR INDIVIDUALS AGED 14 YEARS OR OLDER. IF YOU ARE 14 OR OLDER BUT UNDER THE AGE OF 18, THEN YOU AGREE TO REVIEW THESE TERMS AND CONDITIONS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT AND YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THIS AGREEMENT ON YOUR BEHALF THROUGH THE LOOPT REGISTRATION PROCESS. IF YOU ARE A PARENT OR GUARDIAN ENTERING THIS AGREEMENT FOR THE BENEFIT OF A CHILD OVER 14, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE LOOPT SERVICE, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
1. IMPORTANT DISCLAIMERS.
THE LOOPT SERVICES ARE INTENDED ONLY AS PERSONAL, LOCATION-BASED SERVICES FOR INDIVIDUAL USE AND SHOULD NOT BE USED OR RELIED ON AS AN EMERGENCY LOCATOR SYSTEM, USED WHILE DRIVING OR OPERATING VEHICLES, OR USED IN CONNECTION WITH ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OR INACCURACY OF THAT APPLICATION OR THE LOOPT SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE.
YOU ACKNOWLEDGE AND AGREE THAT LOOPT HAS OFFERED THE LOOPT SERVICES, SET ITS PRICES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH BELOW. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LOOPT, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND LOOPT. LOOPT WOULD NOT BE ABLE TO PROVIDE THE LOOPT SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND DISCLAIMERS.
2. Privacy Notice; Guidelines to Individual Features and Services
loopt's Privacy Notice is hereby incorporated into this Agreement by reference. Please read this notice carefully for disclosures relating to the collection, use, and disclosure of your personal information and real-time location information.
When using any of the loopt Services, you will be subject to any additional posted guidelines or rules applicable to certain features, which may be posted from time to time (the "Guidelines"). For example, the loopt Services may offer you opportunities to review certain events and venues, post event announcements, send messages to other Users, and to enter contests and sweepstakes. All Guidelines are hereby incorporated by reference into this Agreement.
3. Modification of this Agreement
4. Ownership; Proprietary Rights
The loopt Services are owned and operated by loopt. The loopt Software, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, including, but not limited to, the mobile device applications, and all other elements of the loopt Services (collectively, the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained in the loopt Services are the property of loopt or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names displayed on the loopt Services are proprietary to loopt or its affiliates and/or third-party licensors. Except as expressly authorized by loopt, 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.
5. Account Information
The loopt Services are not available to persons under the age of 14 or to any Users suspended or removed from the loopt Services by loopt. You agree that the information you provide to loopt upon 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. For example, you should notify loopt if your mobile device number changes. In addition, you are responsible for ensuring compliance with your wireless provider's terms and conditions, and you indemnify loopt for any loss or damage that loopt may suffer as a result of any breach of this requirement by you
When you register as a member you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password strictly confidential at all times. YOU MUST NOTIFY LOOPT IMMEDIATELY OF ANY UNAUTHORIZED USE OF YOUR PASSWORD OR IF YOU BELIEVE THAT YOUR PASSWORD IS NO LONGER CONFIDENTIAL AND KNOWN ONLY TO YOU. We reserve the right to suspend your account and/or require you to alter your password if we believe for any reason that your password is no longer secure. YOU MAY NOT SHARE YOUR LOOPT ACCOUNT PASSWORD WITH ANY OTHER PERSON FOR ANY REASON.
7. Payment Terms; Cancellation
You agree to pay all fees due for and incurred by your use of the loopt Services. All payments and fees for your purchase and use of the loopt Services may be managed by your mobile carrier or loopt. Please refer to your mobile carrier's regular billing statement for charges related to the loopt Services, and contact your mobile provider directly with any questions or comments related to these fees. If your mobile provider notifies loopt that your account is past due, then your loopt Services subscription may be deactivated without notice to you. If you wish to discontinue using the loopt Services, then you may cancel your loopt Services subscription directly through your mobile carrier or by calling loopt customer services.
8. Usage Rules; Prohibited Conduct & Uses
YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT AND WARRANT THAT YOU WILL NOT:
(a) use the loopt Services or any location information displayed within the loopt Services to "stalk", harass, abuse, defame, threaten or defraud other Users, or collect, attempt to collect, or store location or personal information about other;
(b) use the loopt Services if you are under the age of 14 years old;
(c) include offensive or pornographic materials in your loopt Services personal profile page;
(d) use the loopt Services for any commercial or non-private use, it being understood that the loopt Services are for personal, non-commercial use only;
(e) fail to deliver payment for the loopt Services;
(f) use the loopt Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;
(g) make unsolicited offers, advertisements, proposals, or send junk mail, to other Users of the loopt Services. This includes, but is 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;
(h) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the loopt Services accounts of other Users;
(i) share loopt-issued passwords or access to your mobile device while loopt is running and accessible with any third party or encourage any other user to do so;
(j) misrepresent the source, identity or content of information transmitted via the loopt Services;
(k) remove, circumvent, disable, damage or otherwise interfere with security-related features of the loopt Services, features that prevent or restrict use or copying of any content accessible through the loopt Services, or features that enforce limitations on use of the loopt Services;
(l) intentionally interfere with or damage operation of the loopt Services or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
(m) post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, libelous, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;
(n) post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
(o) use the loopt Service with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, or otherwise capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management, or similar applications; or
(p) use the loopt Service in connection with hazardous environments requiring fail-safe performance or any application in which the failure or inaccuracy of that application or the loopt Services could lead directly to death, personal injury, or severe physical or property damage.
(q) attempt to gain unauthorized access to the loopt Services, or any part of it, other accounts, computer systems or networks connected to the loopt Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the loopt Services or any activities conducted on the loopt Service;
(r) use any robot, spider, scraper or other automated means to access the loopt Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the loopt Services or modify the loopt Services in any manner or form, nor to use modified versions of the loopt Services, including (without limitation) for the purpose of obtaining unauthorized access to the loopt Services; or
(s) sell or transfer or allow another person to access your account password, profile, or loopt Services account.
9. Usage; Refusal or Suspension of Service
9.1 LOOPT RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO HAVE OUR SYSTEMS MONITOR ANY USER'S REGISTRATION OR INVITE-A-FRIEND ATTEMPTS AS WELL AS ANY USER'S USE OF OR ACCESS TO THE LOCATION INFORMATION AND PROFILES OF OTHER USERS. ACCORDINGLY, LOOPT ALSO RESERVES THE RIGHT TO DISABLE ANY USER'S USE OF OR ACCESS TO THE LOOPT SERVICES AND THE LOCATION INFORMATION OR PROFILES OF OTHER USERS, FOR ANY REASON AND WITHOUT ANY NOTICE.
9.2 You alone are responsible for your involvement with other Users. loopt reserves the right, but has no obligation, to monitor disagreements between you and other Users.
9.3 loopt does not control the content of User accounts and profiles and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content and material that you provide to the loopt Services.
PLEASE NOTE: LOOPT RESERVES THE RIGHT TO REFUSE ACCESS TO ANY USER, FOR ANY REASON AND WITHOUT ANY NOTICE.
10. User Submissions
10.1 The loopt Services may now or in the future allow the submission of content and materials (such as pictures, reviews, ratings, ideas, notes, concepts, or creative suggestions) by you and other Users ("User Submissions"), and the hosting, sharing and/or publishing of such User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize loopt to use, all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the loopt Services and this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the loopt Services and this Agreement. For clarity, you shall retain all of your ownership rights in your User Submissions.
10.2 By submitting User Submissions to loopt, you hereby grant loopt a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, publicly perform, publicly display, digitally perform, and otherwise exploit, for any purpose whatsoever, without compensation to you or any other provider, the User Submissions in connection with the loopt Services and loopt's (and its successor's) business, including without limitation for promoting and redistributing part or all of the loopt Services (and derivative works thereof) in any media formats now known or hereafter developed, and through any media channels. You also hereby grant each user of the loopt Services a non-exclusive license to access your User Submissions through the loopt Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of
the loopt Services and under this Agreement.
10.3 You understand that when using the loopt Services you will be exposed to User Submissions from a variety of sources, and that loopt is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions 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 loopt with respect thereto, and agree to indemnify and hold loopt, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the loopt Services.
10.4 loopt assumes no responsibility whatsoever in connection with or arising from User Submissions. loopt assumes no responsibility for actively monitoring User Submissions for inappropriate content. If at any time loopt chooses, in its sole discretion, to monitor User Submissions, loopt nonetheless assumes no responsibility for the content of the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the User submitting User Submissions. Further, loopt does not endorse and has no control over the content of User Submissions submitted by other Users. loopt makes no warranties, express or implied, as to the content of User Submissions or the accuracy and reliability of any User Submissions. Nonetheless, loopt reserves the right to prevent you from submitting User Submissions and to edit, restrict or remove User Submissions for any reason at any time.
11. Third-Party Sites, Products and Services; Links
11.1 The loopt Services may include links to other web sites or services solely as a convenience to Users. loopt does not endorse any such linked sites or the information, material, products or services contained on other linked sites or accessible through other linked sites. Furthermore, loopt makes no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked sites. Access and use of linked sites, including information, material, products and services on linked sites or available through linked sites is solely at your own risk.
11.2 Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the loopt Services are solely between you and such advertiser. You agree that loopt shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the loopt Services.
11.3 Parties other than loopt may provide services or sell products via the loopt Services. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or the content of their product and service offerings. loopt does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other terms and conditions of use.
11.4 In addition, even if loopt handles the billing, payment processing and/or fulfillment for the third-party service or product, some products and services are provided under direct license from the third-party and therefore the use of such products and services are governed by such third-party license terms. In such case, you will be subject to such license terms and agree that any matters relating to your use of such product or service, including any customer support or maintenance, will be between you and such vendor, and loopt will have no liability with respect thereto.
12. End User Licenses
12.1 LICENSE GRANT, RESTRICTIONS AND UPGRADES. To use the loopt Software you must have a mobile device that is compatible with the loopt Services. loopt does not warrant that the loopt Services will be compatible with your mobile device.
(a) License Grant. loopt hereby grants you a non-exclusive, non-transferable, revocable license to use a byte code copy of the loopt Software as follows: You may use the loopt Software for one loopt Services subscription account (a "Subscription Account" is comprised of the shared resources accessible by a single login ID) on one mobile device owned or leased solely by you, for your personal use.
(b) Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the loopt Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the loopt Software to any third party or use the loopt Software to provide time sharing or similar services for any third party; (iii) make any copies of the loopt Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the loopt Software, features that prevent or restrict use or copying of any content accessible through the loopt Software, or features that enforce limitations on use of the loopt Software; or (v) delete the copyright and other proprietary rights notices on the loopt Software.
(c) Software Upgrades. You acknowledge that loopt may from time to time issue upgraded versions of the loopt Software, and may automatically electronically upgrade the version of the loopt Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades.
(d) Open Source. With respect to any open source or third-party code that may be incorporated in the loopt Software, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
(e) Rights Reserved. The foregoing license grant under this Agreement is not a sale of the loopt Software or any copy thereof and loopt or its third party partners or suppliers retain all right, title, and interest in the loopt Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. loopt reserves all rights not expressly granted under this Agreement.
12.2 GOVERNMENT END USERS. If this loopt Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the loopt Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
12.3 EXPORT CONTROL. The loopt Software originates in the United States, and is subject to United States export laws and regulations. The loopt Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the loopt Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the loopt Software and the loopt Services.
13. Violations; Termination
You agree that loopt, in its sole discretion and for any or no reason, may terminate any account or subscription (or any part thereof) you may have with the loopt Services or use of the loopt Services and remove and discard all or any part of your account or any User Submission, at any time. loopt may also in its sole discretion and at any time discontinue providing access to the loopt Services, or any part thereof, with or without notice. You agree that any termination of your access to the loopt Services or any account you may have or portion thereof may be effected without prior notice, and you agree that loopt will not be liable to you or any third-party for any such termination. loopt does not permit copyright infringing activities on the loopt Services, and reserves the right to terminate access to the loopt Services, and remove all content submitted, by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies loopt may have at law or in equity.
14. Disclaimers; No Warranties
THE LOOPT SERVICES AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LOOPT SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. LOOPT, AND ITS SUPPLIERS AND PARTNERS (INCLUDING WITHOUT LIMITATION LOOPT'S THIRD-PARTY WIRELESS CARRIER PARTNERS), DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
LOOPT AND ITS SUPPLIERS AND PARTNERS (INCLUDING WITHOUT LIMITATION LOOPT'S THIRD-PARTY WIRELESS CARRIER PARTNERS) DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LOOPT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LOOPT SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LOOPT, AND ITS SUPPLIERS AND PARTNERS (INCLUDING WITHOUT LIMITATION LOOPT'S THIRD-PARTY WIRELESS CARRIER PARTNERS) DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY LOCATION INFORMATION OR THE LOOPT SERVICES IN TERMS OF SECURITY, SAFETY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT LOOPT OR ITS SUPPLIERS OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION RELATED TO THE LOOPT SERVICES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE LOOPT SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR AND HOLD LOOPT HARMLESS FROM ANY PERSONAL INJURY OR ANY OTHER DAMAGES RESULTING FROM LOOPT'S DISPLAY OF YOUR LOCATION INFORMATION OR FROM YOUR USE OF THE LOOPT SERVICES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
15. Indemnification; Hold Harmless
You agree to indemnify, defend, and hold loopt, and its affiliated companies, and its suppliers and partners (including, without limitation, loopt's wireless carrier partners), harmless from any claims, suits, actions, losses, costs, damages, and any other liabilities, including attorney's fees, arising out of or related to your use or misuse of any location information, the loopt Services, any violation of the rights of any other person or entity by you, or any breach or violation by you of this Agreement. loopt reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. If you use the loopt Services to meet another User in-person or to locate and attend any offline event, then you agree to release and hold loopt harmless from any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injury, death, or property damage, either directly or indirectly related to or arising from your meeting with such other User or attendance or participation in any such offline event.
16. Limitation of Liability and Damages
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL LOOPT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS (INCLUDING, WITHOUT LIMITATION, LOOPT'S WIRELESS CARRIER PARTNERS) OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM: (A) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF YOUR LOCATION INFORMATION; (B) YOUR USE OR INABILITY TO USE THE LOOPT SERVICES; (C) THE LOOPT SERVICES GENERALLY OR THE LOOPT SOFTWARE OR SYSTEMS THAT MAKE THE LOOPT SERVICES AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH LOOPT OR ANY OTHER USER OF THE LOOPT SERVICES, EVEN IF LOOPT OR A LOOPT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL LOOPT'S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS (INCLUDING, WITHOUT LIMITATION, LOOPT'S WIRELESS CARRIER PARTNERS) OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE LOOPT SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS PAID BY YOU FOR ACCESSING THE LOOPT SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN LOOPT AND RECEIVED THROUGH OR ADVERTISED ON THE LOOPT SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE LOOPT SERVICES.
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, YOU AGREE THAT LOOPT'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
17. Digital Millennium Copyright Act Compliance
It is loopt's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. In addition, loopt will promptly terminate without notice the accounts of publishers that are determined by loopt to be "repeat infringers." A repeat infringer is a User who has been notified by loopt of infringing activity violations more than twice and/or who has had a User Submission removed from any loopt Service more than twice. If you are a copyright owner or an agent thereof, and you believe that any content hosted on any loopt Service infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing loopt's Designated Copyright Agent with the following information in writing: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the applicable loopt Service are covered by a single notification, a representative list of such works on the applicable loopt Service; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit loopt to locate the material; (iv) Information reasonably sufficient to permit loopt to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (for example, "I am under the good faith belief that the use of the copyrighted content that is identified herein is not authorized by the copyright owner, its agent, or the law."); and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, "I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.").
loopt's designated Copyright Agent to receive notifications of claimed infringement is email@example.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support and other communications should be directed to loopt customer service at firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements of this Section 22, your DMCA notice may not be valid. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
18.2 Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or the Services shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit exclusively to the personal jurisdiction of such courts for the purposes of litigating any such action. Either loopt or you may demand that any dispute or claim between loopt and you about or involving the loopt Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association ("AAA") in San Francisco, California, USA and, if so demanded by loopt or you, both parties hereby acknowledge and agree to submit exclusively to the jurisdiction of the AAA in SF, CA to resolve the applicable dispute or claim; provided that the foregoing shall not prevent loopt from seeking injunctive relief in a court of competent jurisdiction.
18.3 Severability, Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
18.4 Notices. loopt may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings on the loopt Services. Notice will be deemed given twenty-four hours after email is sent, unless loopt is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the loopt Services. In such case, notice will be deemed given three days after the date of mailing. Notices posted on the loopt Services are deemed given and binding 30 days following the initial posting.
18.5 Assignment. This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned or transferred by loopt without restriction.
18.6 Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification and, specifically, Sections 1, 4, 8, 9, 10, and 14 through 18 and Exhibit A of this Agreement hereby survive any termination of this Agreement or any termination of your use of or subscription to the loopt Services.
18.7 Headings; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this Agreement or Guidelines made by loopt as set forth in Section 3 above.
18.8 Claims. YOU AND LOOPT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE LOOPT SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
18.9 Disclosures. The services hereunder are offered by loopt, Inc. located at 590 W. El Camino Real, Mountain View, CA 94040.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
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Although delivered by loopt with the loopt Software and loopt Services (as such term is defined in the Agreement above), the following third party software is licensed pursuant to the terms of the licenses set forth below ("EULA"), which are hereby incorporated into the Agreement by this reference:
The Dynamap®/2000 and ArcView Shape® applications provided by Tele Atlas North America, Inc. ("TANA") (collectively, the "TANA Software").
This Exhibit A is a legal agreement between you, either an individual or a single entity ("End User"), and TANA regarding your use of the TANA Software as such software is combined with the loopt Software. By installing or otherwise using the TANA Software as part of the loopt Software, you agree to be bound by the terms of this agreement.
End User agrees to hold the TANA Software in confidence.
U.S. GOVERNMENT RIGHTS. If End User is an agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, then use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, is restricted in accordance with the LIMITED or RESTRICTED rights as described in DFARS 252.227-7014(a)(l) (JUN 1995) (DOD commercial computer software definition), DFARS 227.7202-1 (DOD policy on commercial computer software), FAR 52.227-19 (JUN 1987) (commercial computer software clause for civilian agencies), DFARS 252.227-7015 (NOV 1995) (DOD technical data - commercial items clause); FAR 52.227-14 Alternates I, II, and III (JUN 1987) (civilian agency technical data and noncommercial computer software clause); and/or FAR 12.211 and FAR 12.212 (commercial item acquisitions), as applicable. In case of conflict between any of the FAR and DFARS provisions listed herein and this License, the construction that provides greater limitations on the Government's rights shall control. Contractor/manufacturer is Tele Atlas North America, Inc., 11 Lafayette Street, Lebanon, NH 03766-1445. Phone: 603.643. 0330. The TANA Software is ©1984-2006 by Tele Atlas North America, Inc. ALL RIGHTS RESERVED. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the TANA Software is a trade secret and a proprietary commercial product and not subject to disclosure.
If End User is an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then End User hereby agrees to protect the TANA Software from public disclosure and to consider the TANA Software exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of the TANA Software. In the event that such exemption is challenged under any such laws, this EULA shall be considered breached and any and all right to retain any copies or to use of the TANA Software shall be terminated and considered immediately null and void. Any copies of the TANA Software held by End User shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, this EULA shall be considered terminated and null and void, in its entirety, and any and all copies of the TANA Software shall immediately be destroyed.
End Users hereby acknowledge that the use of the TANA Software with a non-TANA map may result in increased variance between the location displayed on the map and ground truth location.
End Users shall not provide display or allow access to the actual numerical latitude and longitude coordinates.