TERMS AND CONDITIONS
Effective date: March 1st 2023
Welcome to Loop Me In!
These terms and conditions are a legal agreement (this “Agreement”) between you (“Client” or “you” or “your”) and Looopmein Inc., a Delaware corporation (“Loop,” or “we” or “our”), establishing terms and conditions under which you shall access and use our mobile application (the “App”) and our website located at www.loopmein.me and any related sub-domains (the “Site”).
Thank you for subscribing to our App or visiting our Site. Our Site provides general information about Loop and our products and services, including access to our App. The App allows individuals (“Candidates”) to (i) accept invitations from matchmakers, (ii) accept dating matches offered by matchmakers for the purpose of dating, and (iii) communicate with matchmakers and other Candidates. The App also enables individuals (“Matchmakers”) to (i) select or invite Candidates, (ii) interface with such invited Candidates to the extent the Candidates consent and (iii) offer to connect and communicate with such Candidates with other Candidates for the purpose of matchmaking or other such services offered from time to time by means of the App. You may use the App as a Candidate and/or a Matchmaker. The App is made available for download through a variety of third party mobile application stores and through our Site. The date that you first agree to this Agreement or download the App is referred to herein as the “Effective Date.” You acknowledge and agree that the App is in the early stages of its development and that we expect features and functionality to change frequently with or without notice.
Note for Minors. Use of the Site by anyone under the age of 18 is prohibited. By accessing or using the Site or our App, you represent and warrant that are you at least 18 years of age.
BEFORE YOU CLICK ON THE “GET STARTED” BUTTON, ACCESS THE SITE OR OTHERWISE INDICATE YOUR AGREEMENT TO THESE TERMS AND CONDITIONS, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “GET STARTED” OR SIMILAR BUTTON OR USING THE APP OR ACCESSING OUR SITE, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT ACCESS OUR SITE AND DO NOT CLICK “GET STARTED” OR SIMILAR INDICATION OF AGREEMENT AND YOU WILL NOT BE PERMITTED TO DOWNLOAD, ACCESS AND/OR USE THE APP.
1. ACCESS TO THE LOOP APP.
1.1. Access and Right of Use. Subject to the terms and conditions of this Agreement, Loop hereby grants to Client, during the term of this Agreement, a limited, non-exclusive, non-transferable right to access and use the Site and to access and use the App on Client’s device or through the Site, solely for your internal personal purposes and not for the benefit of any other person or entity. You agree that your use of the Site and App under this Agreement is neither contingent on the delivery of any future functionality or features of the Site or App nor dependent on any oral or written public comments made by Loop regarding future functionality or features. The specific capabilities, features, patches, updates and functionality of the Site and App are subject to change from time to time in the sole discretion of Loop and without any requirement of prior notice. You acknowledge that Loop may suspend or discontinue the Site and App or your ability to access the Site or App, in whole or in part, for any or no reason and without any requirement of prior notice.
1.2. Restrictions. You shall not, directly or indirectly, and you shall not permit any third party to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Site or App; (ii) modify, translate, or create derivative works based on any element of the Site or App or any related documentation; (iii) lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Site or App; (iv) “frame” or “mirror” any part of the Site or App without Loop’s prior written authorization; (v) use any crawler, bot, spider, scraper or robot on to the Site or App in order to access, retrieve, index, data mine, or in any way reproduce our content; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Site or App; (vii) publish, disclose to, develop or integrate with third parties any evaluation of the App without Loop’s prior written consent; (viii) introduce viruses, time-bombs, worms, cancelbots, Trojan horses and/or harmful code on the Internet or probe, scan or test the vulnerability of the Site or App or any system or network; (ix) interfere with or disrupt the integrity or performance of the Site or App; (x) attempt to gain unauthorized access to the Site or App; or (xi) use the Site or App for any purpose other than its intended purpose; this license and any authorization to access the App is automatically revoked in the event that you do any of the above.
1.3. Standards of Conduct. You shall not transmit to other users, communicate any content, send any links, or otherwise use the Site and/or the App to: (a) post or transmit any information, data, text, images, files, links, software, chat, communication or other content that is, or which Loop considers in its sole discretion to be, defamatory, inaccurate, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable content; (b) sell or promote any products or services; (c) sell or promote controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages; (d) display material that exploits children under 18 years of age; (e) post content that infringes or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party; (f) promote, solicit or participate in multi-level marketing, pyramid schemes or any other scheme to defraud, swindle or deceive other users; (g) promote, solicit or participate in gambling or similar activity; (h) harass, embarrass or cause distress or discomfort upon another participant, user, Loop employee or representative, or other individual or entity; (i) impersonate any other person, including but not limited to, a customer, supplier, expert, bulletin board leader, guide, host, Loop employee or representative; (j) misrepresent affiliation, connection or association with any person or entity; (k) post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parent's consent in case of a child under 18 years of age); (l) post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests; (m) intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site or in connection with Your use of the Site, in any manner; or (n) invade the privacy or violate any personal or proprietary right (including, without limitation, intellectual property rights) of any person or entity.
These are some, though not all, of the activities that may result in termination of your access to the App and/or the Services. Loop is not required to monitor usage to confirm compliance with this Section 1.3 but may do so.
1.4. Background Checks and Identification Verification. You assume all risk when using the Site and App, including but not limited to, all of the risks associated with any online or offline interactions with others, including dating. You agree to take all necessary precautions when meeting individuals through the Site and App. You agree and acknowledge that Loop does not conduct criminal background checks, identification verification, or verify the statements of or inquire into the background of its Clients. Loop makes no representations or warranties as to the conduct, identity, intention, legitimacy or veracity of its Clients. Any interactions between Matchmakers and Candidates, or between one Matchmaker and another Matchmaker, or between Candidate and another Candidate through the App or which arise from Client’s use of the App are solely at Client’s risk. Loop reserves the right to conduct any criminal background check or other screenings at any time and to use available public records for any such purpose.
1.5. Third Party Properties. The Site and App may include features or functionality provided by, or that interoperate, with software and services developed, owned, controlled and/or operated by third parties (such software and services, collectively, “Third Party Properties”). Third Parties Properties, the availability of related featured and functionality within the Site or App and the interoperability of the App with Third Party Properties may be modified, suspended or terminated at any time and without prior notice. You agree that Loop and its officers, directors, employees and agents shall have no liability with respect to any of the foregoing or with respect to any errors, defects, unavailability, security breaches or other adverse events relating to any Third Party Properties.
1.6. Passwords. Loop will enable you to log in to the App using login credentials from time to time. You are responsible for maintaining the confidentiality of your login credentials. You are solely responsible for any and all access and use of the App that occurs under your account. Loop shall have no liability for any loss or damage arising from Client’s failure to comply with the terms set forth in this Section.
1.7. Security. Loop will deploy commercially reasonable security precautions intended to protect against unauthorized access to any content submitted by Client and stored by Loop on the App in connection with you or your operation of the App. Loop will exercise reasonable efforts to deploy corrections within the App for security breaches made known to Loop. Neither Client nor any other user may circumvent or otherwise interfere with any user authentication or security of the Site or App. Client will immediately notify Loop of any breach, or attempted breach, of security known to Client. You acknowledge that, notwithstanding the security precautions deployed by Loop, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the App and your content. Loop cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.
1.8. Geographic Limitations. You shall only use the Site and App in locations where such use complies with all applicable local, state, national and international laws and regulations.
Client, not Loop, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties’ respective rights to use all content, data or information shared, uploaded to and/or stored in the App by the Client (“Client Content”). For the avoidance of doubt, Client Content includes, without limitation, your name, email, mobile phone number, gender identity, preferred match identity, ethnicity, family status, family plans, location, height, occupation, schools attended, politics, religious beliefs, preference to electronic communication, or any other information uploaded by the Client, as a Candidate or Matchmaker, in connection with your use of the App.
2.1. Personal Information.
a. The content included on your Candidate or Matchmaker profile should be relevant to the intended use of our App. If you choose to reveal any personal information about yourself to other Clients, you do so at your own risk. Loop does not control how any Matchmaker or Candidate utilizes or shares information they receive from any other Matchmaker or Candidate. We encourage you to use caution in disclosing any personal information online. You may not display any personal contact information or banking information, whether in relation to you or any other person (for example, passwords, credit or debit card number, social security number, financial account number or other financial information, driver’s license, passport or other government identification number, health information, or biometric data), though you may disclose general information about yourself, such as gender and preferences.
b. As a Matchmaker, you represent and warrant that (i) you will provide all required notice to and obtain all required consent from each Candidate or other individual regarding the collection, disclosure, analysis and use of Client Content, including any personal information, and (ii) that such collection, disclosure, analysis and use of Client Content, as contemplated under this Agreement, complies with all applicable laws, rules and regulations.
2.2. Prohibited Use and Community Rules. You agree to treat other Candidates and Matchmakers in a courteous and respectful manner, both on and off our App. You shall not use the App (i) to misrepresent your identity with any person or entity; (ii) in any way to interfere with, disrupt or negatively affect the App or Loop; (iii) for any harmful, illegal, or nefarious purpose; (iv) to solicit money or other items of value from another Candidate, Matchmaker or individual; (v) to use another Candidate’s or Matchmaker’s account; (vi) to behave in a way, or otherwise transmit any content that that is unlawful, defamatory, libelous, threatening, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; and (vii) such other restrictions as Loop may require from time to time.
2.3. Electronic Communications. By visiting Loop and registering on our Site or App, posting or sending emails or text messages (“Electronic Communications”), you consent to receive Electronic Communications from Loop, Matchmakers and/or other Candidates. You agree and acknowledges that introductions of Candidates will generally occur through text message. You further agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email, social media or text, satisfy any legal requirement that such communications be in writing.
2.4. Compliance with Laws. You hereby represent, warrant and covenant that you will ensure that the collection and use of information via the App complies with all applicable laws, rules and regulations and this Agreement. You hereby represent and warrant that you are not (i) located in, and will not use the App in, a jurisdiction that is subject to United States economic sanctions, including Cuba, Iran, North Korea, Sudan, Syria or the Crimea region (collectively, “Embargoed Countries”), (ii) a person listed on any U.S. Government blacklist (which includes the List of Specially Designated Nationals and blocked persons, the Consolidated Sanctions List administered by OFAC, and the Denied Persons List or Entity List administered by the U.S. Department of Commerce) (“Sanctioned Persons”), or (iii) controlled or owned by a Sanctioned Person. The lists of Embargoed Countries and Sanctioned Persons are subject to change without notice.
2.5. Usage Data. Notwithstanding anything else in the Agreement or otherwise, Loop may monitor your use of the App and use data and information related to Client Content and Client’s use of the App, including to compile statistical and performance information related to the provision and operation of the App. Client agrees that Loop may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Candidate or Matchmaker or any of the Matchmaker’s Candidates. We may also use a combination of automated systems and a team of moderators to monitor and review accounts and messages for content that indicates breaches of this Agreement. We reserve the right at our sole discretion to terminate or suspend any Client account or make use of any operational, technological, legal or other means available to enforce this Agreement (including without limitation blocking specific IP addresses), at any time without liability and without the need to give you prior notice. Without limiting the foregoing in any way, we expressly reserve the right to terminate or suspend your Client account without notice for violating these terms.
Use of the App is provided at no charge. Loop reserves the right to charge for use of the App in the future in its sole discretion at any time, in which case your continued use of the App will be subject to your agreement to additional terms and conditions.
4. LIMITED REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
4.1. Client Warranties. You represent, warrant and covenant that, in connection with this Agreement, the Site or the App, you will not and will not attempt to: (i) violate any laws, rules or regulations or infringe or otherwise violate any third party rights; (ii) attempt to use the App if Loop has banned or suspended you; or (iii) defraud Loop or any Candidate, Matchmaker or any other person or otherwise breach this Agreement. Any potentially illegal activities undertaken in connection with the App may be referred to any authorities deemed appropriate by Loop in its sole discretion.
4.2. Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, AND, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, THE SITE AND THE APP ARE PROVIDED ON AN AS-IS BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. CLIENT’S USE OF THE SITE AND APP IS AT ITS OWN RISK. LOOP DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LOOP DISCLAIMS ALL LIABILITY FOR THE LOSS OF DATA ENTERED INTO OR SAVED IN THE APP. LOOP AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SHALL NOT BE RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF ANY CANDIDATES OR MATCHMAKERS. LOOP DOES NOT WARRANT THAT THE SITE OR APP IS OR WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND APP (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, CLIENT MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE SITE AND APP.
4.3. Third Party Sites and Marks. Our Site or App may contain links to non-Loop websites. These links are provided to you as a convenience; Loop shall not be responsible for the content of any linked website. Any non-Loop web site accessed from this Site or the App is independent from Loop; Loop has no control over the content of that website. In addition, a link to any non-Loop website does not imply that Loop endorses or accepts any responsibility for the content or use of such website. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Loop of that third party or of any product or service provided by a third party. Any third party trademarks used on the Site are the property of the applicable third party.
4.4. Indemnification. You agree to indemnify, defend and hold harmless Loop, its affiliates, officers, directors, employees, consultants, agents and representatives from any and all third party claims, losses, liability, damages and/or costs (including reasonable attorneys' fees and costs) arising from your use of the Site or App and/or your violation of this Agreement.
5. PROPRIETARY RIGHTS.
5.1. Ownership. As between you and Loop, Loop owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Site and App and all usage and other data generated or collected by Loop (other than Client Content) in connection with the use thereof (“Intellectual Property Rights”).
5.2. License to Client Content. By creating an account with Loop, you grant Loop a royalty-free, nonexclusive, irrevocable, limited right and license to host, store, use, display reproduce, modify, incorporate and publish the Client Content (i) in order to provide you the Site and App; (ii) to analyze and improve the Site and the App; and/or (iii) to compile and use aggregate or de-identified data, statistics, measurements or other metrics derived from Client Content (including in combination with the aggregate or de-identified Client Content of other Loop Clients) for its own purposes. Aggregate or de-identified data means data that does not identify any Client or individual. The aforementioned licenses will terminate with respect to your Client Content when you or Loop remove it from the App, provided that you acknowledge that such licenses survive to the extent necessary for a copy of your Content to be retained by Loop.
5.3. Limited Feedback License. You hereby grant Loop, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Client’s intellectual property rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Site or App provided by or on behalf of Client to Loop, including Feedback regarding features, performance, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Site or App. Feedback is provided “as is” without warranty of any kind and shall not include any confidential information of Client.
5.4. Disclosure of Client Content. Loop will not disclose Client Content to third parties, except: (i) as between Candidates and their applicable Matchmakers and/or its Candidates or as between Matchmakers and their applicable Candidates, to the extent necessary to provide the services to you; (ii) with respect to your profile on the App containing some of your Client Content, to all Candidates and Matchmakers, (iii) to our service providers who are not permitted to use such data except on behalf of Loop, (iv) as required by law or to comply with legal process; (v) to protect and defend the rights or property of Loop, including as evidence in litigation; (vi) to troubleshoot problems with the App; (vii) to any successor in interest, including as part of a merger, acquisition or transfer of assets, or as part of a bankruptcy proceeding; or (viii) in aggregate or de-identified form. To the extent that Client Content is used by third parties outside the App, you authorize Loop to act on your behalf. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf. You agree and acknowledge that other Candidates and Matchmakers may use or disclose any Client Content, including personal information, you disclose to them through the App. Loop is not responsible for use of Client Content by Candidates, Matchmakers, other users or third parties.
6. Limitation of Liability.
6.1. Damages. LOOP AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LOOP OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SITE, APP, OR RESULTS THEREOF. LOOP WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
6.2. Limits on Liability. 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, IN WHICH CASE LOOP’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF LOOP OR ITS AFFILIATES, OR ITS AND THEIR CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS TO THE CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CLIENT’S USE OF THE SITE OR APP EXCEED ONE U.S. DOLLAR.
6.3. Essential Purpose. Client acknowledges that the terms in this Section 6 are an essential basis of the bargain described in this Agreement and that, were Loop to assume any further liability, the fees payable hereunder would out of necessity, be set much higher. THE LIMITATIONS IN THIS SECTION 6 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
7. TERM AND TERMINATION.
7.1. Loop reserves the right to terminate this Agreement for no reason in its sole discretion at any time; Further, either party may terminate this Agreement upon written notice to the other party in the event the other party commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting party or such other period as the parties may agree.
7.2. Upon expiration or termination of this Agreement, Client shall cease to use the Site and App. Further, Loop shall have no obligation to maintain or provide any Client Content and may thereafter, unless legally prohibited, delete all Client Content in its systems or otherwise in its possession or under its control. Sections 1.2 through 1.6 and 2 through 8 (inclusive) will survive any termination of this Agreement.
Loop may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time; you may cease use of the Site and App if you do not accept any such Changes. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Site or App shall be filed only in the state or federal courts in the New York, New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. 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. 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. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Loop without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by Loop as set forth herein.
Please contact us at [email protected] with any questions regarding this Agreement or our Site or App.
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