Terms of Use – TheLoop

Last updated: August 24, 2011

1.       General

1.1.             These Terms of Use are a binding and legal agreement between you and TheLoop.com and/or the operator of TheLoop.com (collectively, “TheLoop”) and governs your use and/or activities in connection with TheLoop and its services, including without limitation, transmissions, applications, posts, uploads, and chats (collectively, the “Services”). By using or accessing TheLoop you hereby agree to these Terms of Use and agree to be bound by them.

1.2.             TheLoop reserves the right, in its sole discretion and without prior notice, to revise, change and/or modify these Terms of Use at any time and will display its most current version at TheLoop.com. You hereby agree to periodically review these Terms of Use and to be updated of any modification or change. By continuing to access and/or use TheLoop you hereby agree to the Terms of Use which are in effect at such time.

1.3.             These Terms of Use and the documents, instruments and other agreements specifically referred to herein, including the Privacy Policy, constitute the full and entire agreement and understandings between you and TheLoop with respect to the Services, and supersedes and cancels any and all prior agreements, understandings, and representations made by of TheLoop

2.       Your Content and Information

2.1.             You are solely and exclusively responsible for all content and information transmitted, posted, or displayed by you on TheLoop and you acknowledge and understand that you may control how it is shared through your privacy settings. You hereby agree and warrant that you will adhere and comply with these Terms of Use and any other agreements referred to herein, including any other relevant rules and regulations, and agree to use the Services in accordance with all other applicable law, including the laws of the country in which you are resident or from which you use the Services.

2.2.             You hereby agree and acknowledge that TheLoop may not control the information and content transmitted, posted or displayed via its Services and will not be responsible or liable for any information or content posted by other users. In no event and as further set forth in Sections 9-10 below, TheLoop, its directors, officers, employees, representatives and/or affiliates, will be liable and responsible for your content and information.

2.3.             You hereby warrant and represent that you own or possess the legal rights to all content and information transmitted, posted or displayed by you in TheLoop, including without limitation, copyrights, trademarks, service marks and any and all other information and proprietary rights in connection with the content and information. You agree that you have the power and authority to display, post and transmit the content and information on TheLoop and acknowledge that in any event of infringement, claim or dispute regarding the ownership and/or rights to use the content and information, you (and not TheLoop) will be solely and exclusively liable for such action, including the use of your content and information by any third party.

2.4.             You hereby grant TheLoop and its affiliates a non-exclusive, transferable, perpetual, royalty-free, worldwide, irrevocable license, with the right to sublicense, use, copy, modify, display, transmit, and distribute your content and information (now known or later developed) in any place and manner it deems appropriate.

2.5.             TheLoop reserves the right to review, prescreen and view any of the content and information transmitted, posted and displayed by you and may remove such content and information and/or block the access to your account and/or the accessibility of other users to such content and information for any reason and without prior notice.

2.6.             TheLoop reserves the right to disclose any content or information it reasonably believes is necessary (i) to satisfy and enforce these Terms of Use and/or any applicable law, legal process or governmental request, (ii) detect or prevent any security and technical matters, including protecting the rights, property and security of TheLoop and any of its users, and (iii) respond and attend to any support users’ request.

2.7.             You may remove any information and content transmitted or displayed by you and understand that the result of such removal is similar to the result of emptying the recycle bin on your computer. Moreover, you hereby agree and acknowledge that TheLoop may persist backup copies of all content and information removed by you and understand that people who had received or were exposed to any of your content and information may still be able to view such content and information.

2.8.             You hereby acknowledge and agree that when using an application and/or developer’s website your content and information may be shared and used by such application or website and that your agreement with such application or developer’s website governs and controls the way and scope your content and information is being used.

3.       Restrictions and Obligations

3.1.             You hereby agree and undertake not to do any of the following while accessing or using TheLoop and any of its Services:

3.1.1.        You will not gather or collect any information, content or details of any of TheLoop’s users.

3.1.2.        You will not solicit other TheLoop’s user’s login information or access or attempt to access any of TheLoop’s user’s accounts.

3.1.3.        You will not harass, disturb, intimidate, embarrass, or bully any of TheLoop’s users or any other entity via TheLoop and its Services.

3.1.4.        You will not transmit post, send or communicate in any other way any unauthorized or illegal communication (such as spam, mail bombing etc.).

3.1.5.        You will not upload or send any viruses or any other unsafe code via the Services.

3.1.6.        You will not transmit, post, or display any content or information which is, or may seem, unlawful, threatening, hateful, abusive, harmful, obscene, harassing, pornographic, violent or any other kind of other objectionable content, acted, displayed or depicted on TheLoop.

3.1.7.        You will not use copyrighted content without written approval from the copyright owner.

3.1.8.        You will not use TheLoop and any of its Services to advertise or promote any commercial entities and/or activities via means which are not dedicated for such purpose.

3.1.9.        You will not conduct and engage any unlawful multi-level marketing, such as a pyramid scheme on TheLoop.

3.1.10.    You will not transmit, post, or display any sensitive or financial documents or identification papers on TheLoop.

3.1.11.    You will not develop or operate any pornographic, alcohol related or any other mature content application without the prior written approval of TheLoop.

3.1.12.    You will not do anything which may disrupt, disable, damage, abuse or impair the proper working of TheLoop.

3.1.13.    You will not use TheLoop and any of its Services to do any unlawful, misleading, discriminating or malicious activities.

3.1.14.    You will not encourage or facilitate any violations of these Terms of Use and/or any applicable law.

3.1.15.    You will not use TheLoop and/or its Services, including its database, to send spam or mass email.

4.       TheLoop’s Property and Rights

Excluding the content and information transmitted and displayed by users, all rights, title and interests in and to the Services remain the sole and exclusive property of TheLoop. No license, whether express or implied in the Services and/or other intellectual property of TheLoop, including without limitation, logos, copyrights, trademarks, and domain names, are granted to you other than to use the Services in the manner and to the extent authorized by these Terms of Use. You agree that any comments, suggestions, feedbacks, or recommendations offered by you is voluntary and you understand that TheLoop will be free to use them as it deems fit without any obligation.

5.       Registration and Account Information & Security

5.1.             You hereby agree to provide your real and accurate personal details and to keep your account details up to date. Under no circumstances will you provide any false or untrue information.

5.2.             You will not create more than one personal account and agree not to create an account to any other person or entity without first obtaining its approval.

5.3.             You will not create an account if you are under the age of 13 or if you are a convicted sex offender.

5.4.             You will not use your account for any commercial gain, such as selling your status update to an advertiser.

5.5.             You will not assign or transfer your account to anyone without obtaining our prior approval.

5.6.             You will keep your account login details safe and secure at all times and will not do anything which might jeopardize the security of your account, including disclosing your login information or allowing access to your account.

5.7.             We reserve the right to remove or reclaim any username which we consider inappropriate. Moreover, we may disable your account without providing you with prior notice in any event of violation of your obligations herein. You hereby agree that in any event in which we decide to disable your account, you will not create another one without first obtaining our prior approval.

6.       Privacy

Any information and/or content provided by you, including without limitation, account details and other content transmitted or displayed by you via the Services, is subject to the Privacy Policy. You understand that by accessing TheLoop and/or using the Services, you consent to the collection and use of your information and/or content, including the transfer of it to the United States and/or other countries for processing and use purposes by TheLoop. Moreover, you understand that as part of furnishing you with the Services, TheLoop and/or any of its affiliates and/or agents may need to provide you with certain communications and acknowledge that such communications are considered part of the communication which you will not be able to opt-out from receiving.

7.       Developers of Applications and/or Websites

In the event that you are a developer of an application and/or a website, you hereby agree and undertake as follows:

7.1.             You will ensure at all times that your application complies with the Developers Policy and any other agreements referred to therein, including TheLoop’s Terms of Use, Privacy Policy and any other relevant rules and regulations.

7.2.             You are solely and exclusively responsible and liable for your application and/or website and all of its information and content.

7.3.             The access and use of the content, information and data which you receive from TheLoop will be limited as follows:

7.3.1.        You shall only request information or data regarding your users which are required in order to operate your application and/or website.

7.3.2.        You will have a privacy policy in which you will inform your uses exactly which information and data you are planning to use and the manner and way in which you intend to use, share, display or transfer such information and data. You hereby agree not to use, share, and display or transfer any user’s information and data in any way which is inconsistent with your privacy policy.

7.3.3.        You will promptly remove and delete any information and data received from us regarding your users upon their first request and agree to provide them with a simple mechanism in order to make such a request.

7.3.4.        You hereby agree not to use any information received from us regarding a user in any advertisement and not to transfer, either directly or indirectly, any such information to any advertising network, agency or tool, even if a user consents to such transfer.

7.3.5.        TheLoop can limit your use and access to any information received from it regarding your users and may instruct you to remove or delete any information it considers to be inconsistent with the users’ expectations.

7.3.6.        You hereby agree not to sell or barter any of the information which you have received and obtained from TheLoop.

7.3.7.        You hereby agree not to sell, transfer, or sublicense TheLoop’s code, APIs or tools to anyone.

7.3.8.        You will make it easy for users to contact you and you will provide them with an easy mechanism to uninstall or disconnect your application.

7.3.9.        You will not share with us any information you have independently gathered regarding you users without such users’ prior consent and approval.

7.3.10.    You hereby agree to comply with all applicable law and allow us to share your email information and other contact details with users and/or others individuals and/or entities who are claiming that you have violated their rights.

7.3.11.    You hereby allow us to audit your application and/or website and grant us the right to analyze your application and/or website, its content and data for any purpose, including for commercial use.

7.3.12.    You hereby grant us permission to enable your application to work with TheLoop and link, frame, or place content around your application.

7.3.13.    You acknowledge that the use of the application will not always be free and you allow us to create or offer similar features or services which may compete with your application.

7.3.14.    You will refrain from developing and/or offering any application and/or website which is, or may seem, pornographic, harassing, unlawful, threatening, hateful, abusive, harmful, obscene, harassing, violent, or in any other way objectionable.

8.       Users of Applications and/or Websites

8.1. You hereby acknowledge and understand that the application is developed and operated by an independent 3rd party developer of the application and that TheLoop has no control on the performance and/or the availability of the application. You hereby agree that in any event of any technical malfunction of the application and/or error, interruption, defect, or delay in operation or transmission of the application and/or the removal or deletion of the application and/or in any other event of any failure of performance or inaccessibility to the application, TheLoop will have no liability whatsoever with respect thereto and any and all claims or disputes will be directed to the developer of the application who will remain solely and exclusively responsible for all matters related to his or her application .

8.2. You hereby acknowledge and agree that TheLoop may remove from the site, in its sole discretion and without providing prior notice, any application which it determines (i) has violated any third party's right of publicity or privacy; (ii) is distributed by the developer improperly; (iii) does not comply with this Terms of Use, Developers Policy, Privacy Policy and/or any applicable law; (iv) infringes any copyright, trademark, or other intellectual property right of any person; (v) may create liability for TheLoop and/or or its affiliates; or (vi) seems to have a virus or seems to be malware, spyware or have an adverse impact on TheLoop or any of its affiliates. You hereby agree that if TheLoop decides to remove any application for any of the reasons set forth in this Sub-section 8.2, you may lose any or all of the credits you have purchased in acquiring the application and TheLoop will have no liability whatsoever with respect thereto and any and all claims or disputes will be directed to the developer of the application who will remain solely and exclusively responsible for all matters related to his or her application.

9.       No Warranty

Your access to TheLoop and use of the Services is at your own risk. You agree and acknowledge that the Services are provided to you on an “AS-IS” basis without any express or implied warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Furthermore, TheLoop makes no warranty and disclaims all responsibility and liability for the availability, completeness, security, accuracy, timeliness, or reliability of the Services or any content thereon. TheLoop will not be responsible for the actions, content, information, or data of third parties and you release TheLoop, its directors, officers, employees, and agents from any claims and damages, known or unknown, arising out of or in any way connected with any claim you have against any such third parties. TheLoop will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to TheLoop or use of the Services, or any content or information. TheLoop will not be responsible or liable for the deletion of, or failure to store or to transmit or post, any content or information. TheLoop does not warrant that the Services will meet your requirements or be available on an uninterrupted, error-free, and secure basis. No recommendation, advice or information, whether oral or in writing, obtained from TheLoop or through the Services, will create any warranty not expressly made herein.

10.   Limitation of Liability

To the maximum extent permitted by law, in no event will TheLoop or its subsidiaries, affiliates, officers, directors, employees, shareholders, agents, representatives, licensors, successors or assigns, be liable to you or to any third party whatsoever for any direct, indirect, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, or loss, or vandalism or theft of programs or information, and any other kind of damage), or any other damages resulting from (i) your access to or use of or reliance on or inability to access or use TheLoop or the Services; (ii) any content or conduct of any third party on or through the Services, including without limitation, any offensive, defamatory, or illegal conduct of other users or third parties; (iii) any content obtained from the Services; and (iv) any unauthorized use, access, or alteration of your information or content, whether based on contract, warranty, tort (including negligence) or any other legal, theory, whether or not TheLoop was advised of the possibility of such damage, and regardless of the form of action whether in contract, tort, equity or otherwise.

11.   Governing Law and Jurisdiction

These Terms of Use and any action related thereto will be governed in all respects by, and interpreted in accordance with the laws of the British Virgin Islands (“BVI”) in respect of laws to be executed and performed therein, without giving effect to its rules regarding conflicts of laws. All disputes and differences arising out of or relating to Services and/or TheLoop will be brought only in a competent court within the BVI.

12.   Termination

TheLoop may terminate its engagement with you and stop providing you with any of its Services at any time and without providing any prior notice in the event it finds any reason to believe that you have violated these Terms of Use and/or any other agreements specifically referred to herein, or otherwise create a risk or possible legal exposure to TheLoop. In all such cases these Terms of Use shall terminate; however the following provisions will still apply: 2-13.

13.   Provisions to Users outside the United States

13.1.          If you are user located outside of the United States you hereby agree to have your information transferred to and processed in the United States.

13.2.          If you are user located in a country embargoed by the United States or are on the United States Treasury Department’s list of Specially Designed Nationals you hereby consent not engage in commercial activities on TheLoop or operate an application or website.

14.   Other

14.1.          The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

14.2.          No failure or delay of TheLoop to exercise any right, power or remedy under these Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise by it of any right, power or remedy.

14.3.          You will not assign or transfer any of your rights or obligations under these Terms of Use without TheLoop’s prior written consent. TheLoop may freely assign or transfer any of its rights or obligations under these Terms of Use in connection with an acquisition, merger, sale of its assets, or by operation of law, or otherwise.

14.4.          No provisions of these Terms of Use are intended or shall be construed to confer upon or give any third party beneficiary rights.