This Agreement constitutes a binding a legal agreement made between Loop Platform Pty Ltd ACN 610 813 648 (“we”) and the user (“you”) regarding the service we provide through any of our mobile device applications or corresponding website.
Our provision of the service is conditional upon your acceptance of this Agreement. By registering for our service or using any part of our service you agree to this Agreement.
1. Provision of Service
1.1 Subject to termination or suspension of the Service under clause 8, from the date that we accept your registration by issuing or accepting a Login (see clause 4 below) we will provide the Service to you in accordance with this Agreement.
2. Rules of conduct / Content
2.1 You must abide by the following rules, when accessing or using the Service, including any functions enabling you to post Content or to interact with others.
2.2 You agree not to use the Platform for any unlawful purpose and not to violate any applicable local, state, national or international law. You must not, and must not permit any other person to, use the Platform or the functionality and information it provides in any way which is offensive, could damage our reputation or the reputation of the Platform, or results or could result in loss or damage to any person.
2.3 You agree not to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others.
2.4 You agree not to submit through the Platform or use any information derived from use of the Platform where such information compromises another person’s privacy or breaches confidentiality.
2.5 You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
2.6 You agree not to submit Content that contains material that is inappropriate, tasteless, unlawful, threatening, abusive, hateful, profane, defamatory, obscene, pornographic, racially vilifying or indecent.
2.7 You agree not to submit Content that is of inappropriate or vexatious.
2.8 You agree not to violate the property rights of others, and you agree not to post any Content that infringes any patent, trade mark, trade secret, copyright or other proprietary rights of any party.
2.9 You must not attempt to gain access to any Content accessible through the Platform that is not intended to be accessed by you by the provider of the Content.
2.10 You agree not to upload files, or cause users to upload files, that contain viruses, worms, “Trojan horses”, corrupted files, or any similar software or programs that may adversely affect the operation of another’s hardware.
2.11 You agree not to advertise any goods or Platforms. “Junk mail”, “spamming”, “chain letters”, “pyramid schemes” and similar activities are strictly prohibited.
2.12 You agree not to solicit anyone to buy or sell products or services, or to make donations of any kind.
3. Inappropriate Content
3.1 Without limiting any other right of ours under this Agreement, we may (but are not obliged to) remove or take down any Content that you provide via the Service that is inconsistent with clause 2.
3.2 Although other users of the Service are subject to standards of conduct and rules in relation to Content (such as in clause 2), you agree and acknowledge that:
• some Content provided by other users or third parties that is accessible through the Platform (Available Content) may not be consistent with clause 2;
• Available Content that is specifically in relation to you might not all be positive and may express feelings or thoughts of other users that do not relate directly to any previous communication with them;
• you may find Available Content offensive, indecent or objectionable;
• we do not warrant the accuracy, legitimacy or legality of any Available Content
• we exclude all liability to you in respect of any Available Content;
3.3 You may report inappropriate Content or other misuse of the Platform by others through firstname.lastname@example.org. We may (but are not obliged to):
• remove any Available Content;
• terminate or suspend the provision of the Service to the relevant users;
• report the Content to any Sponsor; and• request that the Sponsor take appropriate action.
4.1 As part of the process of your registration as a user of the Service, we will issue to you or approve (subject to any validation process) a single user ID and password, which together are referred to as a “Login”.
4.2 You must keep your Login strictly confidential and not share it with any other person. You must store it securely at all times and change your password using the mechanism provided through the Service upon becoming aware that the password may be lost or stolen, or becoming aware or suspecting that another person knows the password, or has used your Login without your authority.
4.3 You are liable for, and we may rely upon, all use of the Service, and all instructions, communications and Content submitted via the Platform or to us in connection with any use of the Login, including where the information or communication is submitted:
• by a person other than you (or an authorised representative of you);
• by a person using the Login fraudulently or without authority; or
• by means of a machine rather than by direct or indirect human intervention or initiation. Without limiting the above, we are entitled to treat all use of the Service made using the Login as use by you and that you have authorised.
5. Your acknowledgments
5.1 You agree and acknowledge that your use of the Platform on a mobile device may incur data charges.
5.2 You must ensure that any Content you provide to us as part of your registration or your use of the Platform is and remains true, accurate and current and must promptly update it via the Service to reflect any change.
6. Maintenance and support
6.1 We may modify, update, add to or remove functionality of the Platform (including any Device App) or Service from time to time without notice to you. We may at any time require that you download and install the latest version of the Device App and any updates before continuing to use the Service. It is your responsibility to ensure that you have obtained the most up to date version of the Device App at any given time.
6.2 We may from time to time in our discretion provide support in relation to the Platform.
7. Warranties and liability
7.1 Except as required under any consumer protection law (including the Australian Consumer Law) we do not provide any guarantee or warranties in relation to the Platform or Service.
7.2 Further to clause 7.1, to the extent permitted by law we exclude all warranties and representations that the Platform or Service will:
• meet all of your business or other requirements or expectations;
• be complete, accurate, up-to-date, free from errors or omissions, programming bugs or viruses or have full functionality; or
• will be continuously available or will be available without interruption (whether due to factors inside or outside our control, including routine maintenance, malfunction or failure of equipment, software, utilities or internet access or delay or failure of transmission),and to the extent permitted by law we exclude liability for all loss for damage that may arise through your use of, or your inability to use, the Platform or Service.
7.3 We may keep a back-up of data transmitted through the Platform or Service but, except to any extent required by law, we are not obliged to do so and do not guarantee that we will keep any such data for any given period time of time.
7.4 Further, the remedies for breach of contract or any breach of any consumer protection law shall be limited to the minimum remedy that may be required by law in any respect of any such breach.
Without limiting the foregoing, to the extent possible we exclude all liability for:
• special, indirect or consequential loss, including loss of profits, loss of data or business interruption;
• any loss that was not reasonably foreseeable;
• loss or damage that was not caused by our negligence or our breach of this Agreement or any statutory obligation to you;
• any loss or damage caused or contributed to by you; and
• any loss or damage the extent of which could have been minimised by you.
7.5 To the extent permissible at law, our total liability to you arising in relation to any calendar year will be limited to the amount (if any) you have paid for your access to the Platform or Service in that calendar year.
7.6 Subject to any law to the contrary, you must at all times indemnify and hold us and our directors, officers, employees and agents (“those indemnified”) harmless from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified from any proceedings against those indemnified where such loss or liability was (without limitation) caused by: (a) a breach by you of your obligations under this Agreement; (b) any wilful, unlawful or negligent act or omission by you; or (c) any use of or reliance on the Platform or Service.
8. Termination or suspension of Service
8.1 We may at any time with immediate effect do any of the following (in our discretion):
• terminate your access to, or use of, the Service;
• suspend your access to, or use of, the Service; or
• remove from your registration any membership of any group associated with any Sponsor (which will cease your use of the Service in connection with that Sponsor), without notice to you if:
• you breach this Agreement;
• you have not paid, or do not pay, to us any applicable subscription fee, or other fee, payable by you in connection with the Service;• where you are associated with a Sponsor:
• the Sponsor breaches of the terms of its agreement with us (Sponsor Agreement);
• the Sponsor Agreement or relevant subscription is terminated or expires without being renewed; or
• the Sponsor has not paid or does not pay to us any applicable subscription or other agreed fee under the Sponsor Agreement; or
• this Agreement is terminated under clause 9.
8.2 We may also suspend access to, or use of, the Service at any time without notice to you if necessary or desirable to conduct maintenance or repair of relevant equipment, software or systems.
9. Termination of this Agreement
9.1 You may at any time terminate this Agreement by notice to us. Unless expressly agreed with you or any Sponsor, and unless required by law, termination by you of this Agreement does not affect any obligation of yours, or of any Sponsor, to pay us any fees due at the time, or entitle you or the Sponsor to any refund of any payments made.
9.2 Without limiting any other right or remedy hereunder, we may terminate this Agreement without prior notice if you:
• breach this Agreement;
• are subject to, or threaten to become subject to, an event of insolvency; or
• have not used the Service for more than 12 months.
9.3 Clauses 3, 4, 7, 8, 9, 10, 11 and 12 will survive any termination of this Agreement.
10. Intellectual property
10.2 You agree that we own, or use under licence, all Intellectual Property associated with the Platform or Service and any other materials or Content created by us or on our behalf (including but not limited to images, photographs, animations, video, audio, text, software code, functionality, the interface and accompanying printed or marketing materials). Your license to use that Intellectual Property is strictly as set out in the EULA. All other rights are reserved.
10.3 Except if and to the extent only expressly permitted at law, you must not copy, decompile, reverse engineer, rent, lend, sell, redistribute, sublicense, attempt to derive the source code of or modify all or any part of the Platform, nor create any derivative works of all or any part of the Platform.
10.4 “Loop”, “Loop HQ” and corresponding logos are trade marks of Loop Holdings Pty Ltd, used under licence by Loop Platforms Pty Ltd. You must not use them without our express permission.
10.5 If any third party claims that the Platform or Service infringes their Intellectual Property you agree that we shall be solely responsible for the investigation, defence, settlement and discharge of any such claim.
12.1 We may amend or replace this Agreement from time to time, with or without prior notice to Users, by posting an updated Agreement to the Platform. Any updated Agreement becomes effective as soon as it is posted. If any updated Agreement constitutes a material change to this Agreement, then we will endeavour to post an announcement through the Platform or notify you by email. Your continued use of the Platform following any amendment constitutes your acceptance of any updated Agreement. If you do not agree to any updated Agreement you must cease use of the Platform.
13.1 As part of the process of registration, you must provide a current email address and any other contact details that we request in the registration process.
13.2 Any notice or other written communication given under or in connection with this Agreement by either party to the other must be sent by ordinary prepaid mail or email to the corresponding address below, unless either party notifies the other of a change of the relevant address. We may also send you notices or other written communications via the Service.
You: As set out in your registration
Us: Email: email@example.com.
Mail: Level 19, 567 Collins Street Melbourne, 3000, Australia
13.3 Each party must ensure that at all times the contact details (including email address) applicable to it under this clause is current, and endeavour to ensure it is operational.
13.4 An email will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.
14.1 We may at any time, without your consent, assign any or all of our rights under this Agreement and subcontract any or all of our obligations under this Agreement.
15. Governing law
15.1 This Agreement is subject to the laws of the State of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.
16.1 In this Agreement the following expressions have the following meanings:
Content means any information, data, documents, pictures, graphics, video, audio, text or other content, in each case in any form.
Device App means any of our mobile device applications.
EULA means the separate End User Licence Agreement between you and us regarding our licence of the relevant Device App to you.
Intellectual Property means any intellectual property rights in existence now or coming into existence in the future anywhere in the world and includes rights in respect of copyright, trade marks (whether registered or unregistered), inventions, patents, designs (whether registered or unregistered), confidential information and know how.
Platform means each Device App, the Website and all included programs, data, user interface and printed or electronic documentation.
Service means the service (as varied from time to time by us) that we provide via the Platform for you or others to set goals, or ask a question, and for others or you to receive communications, including:
• receiving or providing Content from or to you via the Platform;
• processing or analysing that Content in any way, including its aggregation with Content from others; or
• provision of the Content (in its original form or aggregated with Content from others) to others via the Platform, and any service (including any support) that we provide in connection with the foregoing, and includes all functionality and services provided via the Website but excludes the separate licensing of any Device App to you under a EULA.
Sponsor means an organisation or sponsor that arranged for your use of the Service.Website means our website that provides functionality similar to our Device Apps.
16.2 In this agreement unless the context otherwise requires:
• the singular includes the plural and vice versa;
• a reference to any gender includes the other genders;
• references to persons include corporations;
• a provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the agreement; and
• “including” and similar expressions are not words of limitation.