TERMS OF USE

Last updated: March 4, 2020

Welcome to Loom.ai (or “Loom,” “our,” “we,” or “us”)! Our legal name is LOOMAI, INC., and we are a Delaware corporation. The following Terms of Use (“Terms,” “Terms of Use,” or “Agreement”) apply to your use or access of the Service (as defined below).

Please review these Term of Use and the Loom Privacy Policy (“Privacy Policy”) carefully prior to accessing this website (the “Site”) and the Service (as defined below), as it contains important information regarding your legal rights, including various limitations and exclusions, a clause that governs the jurisdiction and venue of disputes, NOTICE OF ARBITRATION, WAIVER OF CLASS ACTION RIGHTS, DISCLAIMERS and obligations to comply with applicable laws and regulations.

By accessing or using the Service, you signify your agreement to these Terms of Use and the Privacy Policy.  If you do not agree to these Terms of Use and the Privacy Policy, do not access or use the Service.  

1. Loom’s Services. Loom provides apps ("APP"), an application program interface (“API”), and software development kits (“SDK”) that you can use to create three-dimensional face avatars with animatable and expressive faces (“Avatars”). The API, SDK, and all software or other intellectual property used in connection with such shall be referred to herein as the “Service”.

2. Eligibility.

a. You represent and warrant that you are at least 13 years of age. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. If you are under age of majority under the laws which apply to you, your parent or other legal representative must agree to the Terms of Use on your behalf, otherwise you may not use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.

b. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13. If you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at support@loomai.com.

3. Your Right To Use The Service. Subject to these Terms of Use, we hereby grant you a limited, revocable, personal, non-sublicenseable, non-transferable, and non-exclusive license to access and use the Site and this Service solely as provided for in these Terms of Use. The Service may automatically download and install upgrades and updates to any software that we provide you. In order to use the Service, you will have to create a personalized account (“Account”), for which you will be given a unique username, email address, and password (or possibly a user key). You agree to notify us immediately of any unauthorized use of your Account. Loom will not be responsible for, and you agree to be responsible for, any liabilities, losses, or damages arising out of the unauthorized use of your Account. In connection with your use of the Site or the Service, you may store information, content, and material in your Account.

Loom reserves the right to refuse the use of or access to the Site or the Service to anyone for any reason at any time. Loom, in its sole discretion, may terminate your right to use the Site or the Service with or without cause at any time, and may prevent your future use of the Site or the Service. You may terminate this Agreement by simply discontinuing use of the Site and the Services. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement. The restrictions regarding your use of the Site and the Service shall survive such termination. Loom reserves all rights that are not expressly granted to you under these Terms of Use.

We make no promise that the Service will be able to accommodate your precise storage needs. We reserve the right to set storage limits for your Content, and we may change these limits from time to time in our sole discretion. Your use of our Services may take up space on your device and may incur mobile data charges.

4. Intellectual Property. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Services are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site and the Services may be the copyrighted work of third parties. Loom (or its licensors) shall own and retain all right, title and interest in and to (a) the Site, the Service and all modifications thereto, (b) any software, applications, tools, utilities, processes inventions, devices, methodologies, specifications, documentation, techniques or other technology developed in connection with the Site and the Service, (c) any branding, logos, and designs used by Loom, and (d) all intellectual property rights related to any of the foregoing. Any Avatar that you create through the Service is wholly the sole and exclusive property of Loom, and Loom shall have, without limitation, the worldwide right , without compensation to you, to host, store, use, display, reproduce, modify, adapt, edit, publish, and distribute that Avatar, and to create derivative works from, promote, exhibit, broadcast, syndicate, sublicense, publicly perform, and publicly display the Avatar in any form and in any and all media or distribution methods (now known or later developed). Despite the foregoing, Loom grants to you a limited, revocable, personal, non-sublicenseable, non-transferable, and non-exclusive license to use while Loom provides you access to the Service. For avoidance of doubt, Loom has not granted you any rights whatsoever in the Service or in any related intellectual property. Any use of the Service beyond the use authorized in these Terms of Use may constitute infringement of our intellectual property and may subject you to liability, as permitted by law. If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party’s terms will govern the respective party’s relationship with you. Loom is not responsible or liable for a third party’s terms or actions taken under the third party’s terms.

5. Rights You Grant Loom. You grant Loom a worldwide, royalty-free, irrevocable, perpetual, sublicensable, and transferable license to host, store, use, display, reproduce, modify, adapt, edit, publish, and distribute any input or content that you enter into or store in the Service, including without limitation photographs, audio recordings, Avatars (to the extent that you are deemed to have any ownership in any Avatar) and any other content (“Content”). You grant Loom the right to review and restrict, for any reason or no reason, the use of any Content that you enter into or store in the Service or use in connection with the Service. Loom shall not be responsible for any Content you enter into or store in the Service or use in connection with the Service or any Avatar you create through the use of the Service. You grant Loom the right to collect and analyze data and other information relating to various aspects of the Service, and related systems and technologies (including, without limitation, information concerning user data and data derived therefrom), and  Loom will be free (during and after the term hereof) to use and disclose such information and data in connection with our Privacy Policy. No rights or licenses are granted except as expressly set forth herein.  

6. Content Restriction. When you use the Service, you may use or provide Content. You are solely responsible for the Content that you enter into or store in the Service or use, upload, link to, or otherwise use in connection with the Service.  You agree that Loom is not responsible for your use of Content, whether that Content is your own or is the Content of third parties. Loom does, however, at its sole discretion, reserve the right to review, remove or restrict the use of any Content, for any reason or no reason, in connection with the use of the Service. When you use the Service, you agree to the following:

You are solely responsible for your Account and use of the Service;
You will not enter into or store in the Service Content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such Content;
You may not enter into or store in the Service or use Content that violates or infringes on any third party’s rights of publicity, privacy, copyright, trademark or other intellectual property right;
You may not enter into or store in the Service or use Content that is intended to be used to bully, defame, harass and intimidate;
enter into or store in the Service or use any branding, logos, designs, photographs, videos, or any other materials used in our Services, except as expressly permitted by these Terms of Use; and
You hereby affirm Loom has the right to determine whether your Content complies with these Terms of Use. 

7. Prohibited Uses. In addition to complying with other provisions of these Terms of Use, you agree that you will not:

·      circumvent or manipulate the Loom fee structure, billing process, or other fees owed to Loom;

·      publish on or upload to the Site or Services anything unlawful, misleading, malicious, or discriminatory (including but not limited to Content, or links to Content, which include or promote pornography, graphic violence, threats, hate speech, or incitements to violence;

·      access or attempt to access any other Loom systems, programs, data or accounts that are not made available for public or your use;

·      except as allowed with respect to backups of your data, copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site or Services;

·      work around any technical limitations in the Site or Services, use any tool to enable features or functionalities that are otherwise disabled in the Site or Services, or decompile, disassemble, or otherwise reverse engineer the Site or Services except as otherwise permitted by applicable law; perform or attempt to perform any actions that would interfere with the proper working of the Site or Services, prevent access to or the use of the Site or Services by Loom’s other licensees or customers, or impose an unreasonable or disproportionately large load on Loom’s infrastructure;

·      frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Loom or the Site or Services or use any Loom trademark or service marks, unless authorized to do so in writing by Loom;

·      attempt to probe, scan, or test the vulnerability of any Loom system or network or breach any security or authentication measures;

·      attempt to access or search the Site or download content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Loom or other generally available third-party web browsers;

·      send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

·      impersonate or misrepresent your affiliation with any person or entity; or

·      otherwise use the Site or Services except as expressly allowed under the Terms of Use. 

8. Copyright Complaints. All content that you enter into or store in the Service or use on the Service must comply with U.S. copyright law, depending on jurisdiction. If you are the copyright owner or an agent thereof and believe, in good faith, that any materials currently being used in connection with the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Loom’s designated copyright agent at info@loomai.com:

·      The date of your notification;

·      A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

·      A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

·      A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;

·      Information reasonably sufficient to permit Loom to contact you, such as an address, telephone number, and/or email address;

·      A statement that you have 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; and

·      A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

9. Modifying The Service And These Terms of Use. Loom, in its sole discretion, may change, suspend, or discontinue the Site or the Service at any time, with or without notice. Loom may terminate these Terms of Use at any time. If we do so, we’ll let you know either by posting the modified Terms of Use on the Site, or through other communications. If you continue to use the Site or the Services after we’ve let you know that the Terms of Use have been modified, you are indicating to us that you agree to be bound by the modified Terms of Use.

10. Indemnity. You agree to indemnify and hold harmless Loom, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures, and suppliers, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Use, misuse of the Service, unauthorized uploading, posting or use of Content, violation of any law, or liability arising from infringement of rights of a third party.

11. IMPORTANT DISCLAIMERS. THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LOOM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LOOM MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Loom assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. Loom is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Service.

12. LIMITATION OF DAMAGES AND RELEASE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOOM, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, DISTRIBUTION, OR DISPLAY (WHETHER MODIFIED OR UNMODIFIED) OF YOUR USER CONTENT OR YOUR INFORMATION (AS DEFINED IN OUR PRIVACY POLICY); (B) YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICE; (C) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SITE OR THE SERVICES OR (D) THE SITE OR SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SITE OR SERVICE AVAILABLE; IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU OR LOOM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL LOOM’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SITE AND THE SERVICES EXCEED THE GREATER OF US$100 OR THE AMOUNT YOU PAID LOOM, IF ANY, IN THE 12 MONTHS PRECEDING ANY CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECITON MAY NOT APPLY TO YOU. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.  IF YOU ARE USING OUR SITE FROM OUTSIDE OF THE UNITED STATES, THEN IF THE LAW OF THE COUNTRY WHERE YOU LIVE DOES NOT ALLOW THE EXCLUSIONS OF LIABILITY, OR LIMITATIONS OF LIABILITY, PROVIDED FOR IN THIS CLAUSE, THOSE EXCLUSIONS SHALL NOT APPLY.

13. WAIVER OF JURY TRIAL. EACH OF THE PARTIES WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ALL CLAIMS OR CAUSES OF ACTION (INCLUDING COUNTERCLAIMS) RELATED TO OR ARISING OUT OF THIS AGREEMENT BROUGHT BY EITHER PARTY AGAINST THE OTHER. THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS OF OR MODIFICATIONS TO THIS AGREEMENT.

14. WAIVER OF CLASS ACTION. All claims between the parties related to this Agreement will be arbitrated or litigated individually and you will not consolidate or seek class treatment for any claim with respect to the Service.

15. Arbitration, Class Waiver and Jury Waiver. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH LOOM, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LOOM.

·      Arbitration Agreement. All claims and disputes arising from your use of the Service or these Terms or the Use will be resolved by binding arbitration, except that you and Loom are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged use unlawful use of intellectual or proprietary property.

·      Rules of Arbitration. The Federal Arbitration Act governs the interpretation and enforcement of these dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select a mutually agreeable method of arbitration. The arbitration will be conducted by a neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at Loom’s election. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

·      Non-Appearance Arbitration Rules. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, any other form agreeable by the parties, or any combination thereof; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

·      Arbitrator Authority. The arbitrator will decide the jurisdiction and the rights and liabilities, if any, of you and Loom. The dispute will be decided individually, and not with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms of Use. The arbitrator will issue a written award and statement of a decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you.

·      Waiver. Either party may waive the rights to which they are entitled under this arbitration provisions, without waiving any other rights related thereto or herein.

·      Confidentiality. Any arbitration hereunder will not be open to the pubic or any media. All material, information, and evidence involved in regards to any arbitration occurring hereunder is confidential and may not be disclosed by either party absent written consent of both parties, court order or as required by law. Notwithstanding the foregoing, either party may disclose any such information as necessary to enforce such party’s rights.

·      Termination. This provision shall survive the termination of any Agreement.

16. Choice of Law; Exclusive Venue. The Agreement and the Terms of Use are governed by the laws of the state of California law, excluding its choice of laws principles. The exclusive venue for any arbitration or litigation arising from or related to the Agreement, the Service shall be the courts of San Francisco City and County, California. This Agreement will not be construed against either party as the drafter.

17. Severability. Except as explicitly stated herein, if any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

18. Section Headings. The section headings in these Terms of Use are for convenience only and have no legal or contractual effect.

19. Waiver Of Compliance With The Terms Of Use. Even if Loom does not require strict compliance with these Terms of Use in each instance, you are still obligated to comply with these Terms of Use. Our failure to enforce, at any time, any of the provisions, conditions, or requirements of these Terms of Use, or the failure to require, at any time, performance by you of any of the provisions of these Terms of Use, will in no way waive your obligation to comply with any of the provisions of these Terms of Use, or our ability to enforce each and every such provision as written. Any and all waivers by Loom of any provision, condition, or requirement of these Terms of Use will only be effective against Loom if it is in writing and signed by an authorized officer of Loom, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

20.  Export Regulations. You acknowledge that any software, SKDs, Avatars and any related software and technology, including technical information supplied by Loom or contained in the Service (collectively "Items"), may subject to export controls of the U.S. government. The export controls may include, but are not limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. Loom and you each agree to comply with applicable U.S. Export Administration Regulations and other laws and regulations governing exports as are in effect from time to time.

21. General Terms.

·      You acknowledge that you have read these Terms of Use, understand these Terms of Use, and will be bound by these Terms of Use.

·      You acknowledge that these Terms of Use together with the Privacy Policy, represent the complete and exclusive statement of the agreement between you and Loom, and, except for as provided herein, that it supersedes any proposal or prior agreement oral or written, and any other communications between us relating to the subject matter of this Agreement.

·      Despite any term or provision of these Terms of Use, in the event that any term or provision of these Terms of Use conflict with a separately negotiated and signed agreement executed between you and Loom, then to the extent that such separately negotiated and signed agreement provides that it shall supersede these Terms of Use, such separately negotiated and signed agreement shall control.

·      Loom may assign or delegate these Terms of Use and/or Loom’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Loom’s prior written consent, and any unauthorized assignment and delegation by you is void.

22. Feedback. We welcome feedback, comments and suggestions for improvements to the Site and the Services (“Feedback”). You can submit Feedback by emailing us at support@Loomai.com or through the functionality available on the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon and otherwise use the Feedback for any purpose.

23. Contacting Us. We welcome feedback, comments and suggestions for improvements to the Site and the Services. If you have any questions, comments, or concerns about these Terms of Use, please contact us using the following contact information:

LoomAI, Inc.
Attn: Website Terms of Use

525 Brannan Street, Suite 206

San Francisco, CA 94107

support@loomai.com