LEGAL

STRICTLY CONFIDENTIAL

LOOP AI LABS DEVELOPER LICENSING AGREEMENT

For Philippines (“Territory”)

 

PLEASE READ CAREFULLY: THIS LOOP AI LABS DEVELOPER LICENSING AGREEMENT (the “Agreement”) is between Loop AI Labs, Inc., (“Loop AI”), and the individual or entity ("Licensee") using Loop AI Products (as defined below) and provides the terms under which Licensee may use such Loop AI Products.   

 

Licensee hereby represents that Licensee is an individual domiciled in, or a corporate entity (whether partnership, corporation or limited liability company) formed in, Singapore (if Licensee is not such person or entity, then a different agreement is applicable depending on the domicile or the formation).

 

BY ORDERING THE LOOP AI PRODUCTS, PAYING THE LOOP AI PRODUCTS, USING THE LOOP AI PRODUCTS OR BY ACCEPTING THIS AGREEMENT, LOOP AI AND LICENSEE (COLLECTIVELY, THE “Parties” AND EACH A “Party”) HERETO AGREE THAT (1) THE PARTIES HAVE ACCEPTED THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO BE BOUND BY IT, (2) THE INDIVIDUAL WHO AGREES TO THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND LICENSEE, AND (3) THIS AGREEMENT CONSTITUTES A BINDING AND ENFORCEABLE OBLIGATION BETWEEN THE PARTIES.

 

This Agreement shall become binding when the earliest the Licensee orders, pays or uses the  Loop AI Products or electronically executes this agreement at the first access to the Loop AI Products (the “Effective Date”).  

GENERAL TERMS AND CONDITIONS


1.  DEFINITIONS.

As used in this Agreement, the following terms have the following meanings:

1.1 “Affiliate(s)” means one or more companies (i) of which Licensee controls more than 50% of the voting stock, (ii) by which Licensee is more than 50% controlled, or (iii) with which Licensee is under common control of more than 50%.

1.2 “Ancillary Program(s)” means a third party computer program(s) in object code form that Loop AI provides for use with the Software and Equipment.

1.3 “Approved Source” means (i) Loop AI Labs; or (ii) a distributor, Enhanced Support Partner or systems integrator authorized or certified by Loop AI Labs to distribute / sell Products or Services within the Territory to end users.

1.4 “AUP” means the Loop AI Acceptable Use Policy, the current version of which is located at http://www.loop.ai/#!company--legal/cmpc (or such other location as Loop AI may designate from time to time).

1.5 Code of Conduct means Loop AI’s Code of Conduct, the current version of which is located at http://www.loop.ai/#!company--legal---code-of-conduct/c18xz (or such other location as Loop AI may designate from time to time).

1.6 “Days” or “day(s)” shall mean calendar days.

1.7 “Developer Integration” means a software application created by Licensee in accordance with the Developer Materials that is designed to interface programmatically with the Products and to be used internally by customers of the Products. ?

1.8 “Developer Materials” means any documentation and materials provided or disclosed to Licensee by Loop AI in connection with the On Demand Developer Service or the Product.

1.9 “Equipment” means Loop AI’s proprietary hardware or third-party hardware purchased from Loop AI, specified on a Quotation, together with all substitutions, replacements, repairs, parts, attachments, improvements and accessories.  In case of a Subscription licensing model, the Equipment is a property of Loop AI. For the avoidance of doubt, when the Licensee acquires ownership on the Equipment, such ownership refers to the physical elements delivered, not to the proprietary rights on the hardware, its design, engineering, embedded and/or residual know-how or any other right or item related to the creation, development or economic exploitation of the hardware, that shall remain at all times of the property of Loop AI.

1.10 “On Demand Developer Service” means, collectively, (a) any Developer Materials provided, at any title, by Loop AI to Licensee in connection with this Agreement, (b) the Product hosted development environment to which Loop AI gives you access under this Agreement at the designated web site provided to you at the time an account is created (or another designated web site or IP address provided to Licensee by Loop AI), (c) Customer Support Services provided by Loop AI to Licensee under this Agreement as further described in Section 2.2 – Demonstration Account below, and (d) the Product Development Community Forum to which Loop AI gives you access under this Agreement as further described in Section 2.2 – Demonstration Account below. The On Demand Developer Service is configured in a manner that replicates the on-premise Product. At Loop AI’s discretion, Loop AI may retain third parties to perform some or all of the services under this Agreement (“Third Party Providers”).

 

1.11 “Perpetual License” means a license which will allow the customer to purchase a right to use Loop Cognitive Computing Platform consisting of hardware and software, and to use the licensed hardware and software indefinitely. For the first year, the perpetual license also entitles the customer to download all updates to the software and to receive maintenance and support services. Depending on the terms of the Quotation, it may also include the purchase of the ownership of the Equipment.

1.12 “Product(s)” means the Equipment, Software and Ancillary Programs as applicable, that Loop AI makes generally available to its customers for production use.

 

1.13 “Product Authorization Key” means a hardware or software copy protection tool, content protection and licensing management device which, when attached to the Product, unlocks the Product functionality with the limitation provided in the Quotation. The Product Authorization Key, programmed with a specific license key and other cryptographic protection mechanism, attaches via electrical connector to an internal or external bus of the Equipment.

 

1.14 “Quotation” means a mutually executed site- and transaction- specific Loop AI ordering document between Licensee and Loop AI, which specifies the Products and Services which Licensee chooses to procure from Loop AI, and which Quotation shall automatically be incorporated into and governed solely by the terms specified herein.   Regardless of whether such ordering document is entitled, “Commercial Proposal”, “Quotation”, “Service Order”, “Ordering Document”, “Order Form”, or otherwise, such document will be referred to as a “Quotation” for purposes of this Agreement. 1.15 “Service(s)” includes Installation Services, Maintenance Support Services, Education Services, Professional Services, and Time & Material Services, all as hereinafter defined.

1.16 "Software" means Loop AI’s proprietary computer programs in any form described on a Quotation. Software (and Ancillary Programs where applicable) also includes all program documentation, fixes and new releases provided by Loop AI (or its authorized representative) to Licensee during the Subscription, as well as all copies thereof.

 

1.17 “Subscription License” or “Subscription” mean a license which will allow the customer, to purchase a right to use Loop Cognitive Computing Platform consisting of hardware and software, on a subscription basis, and to use the licensed hardware and software until the termination or expiration of the subscription. The subscription also entitles the customer during that period of time to download all updates to the software and to receive maintenance and support services.

 

1.18 “Territory” means the territory in which Licensee will be permitted to use the Products pursuant to the License, as specified above.

 

1.19 “User(s)” means Licensee’s employees and contractors who are authorized to use the On Demand Developer Service and have been supplied user identifications and passwords by Licensee or by Loop AI.

2.  SOFTWARE LICENSE.

2.1  License Grant.  Subject to the terms and conditions of this Agreement and the Loop AI Labs Certified Partner Program Agreement, and provided that Licensee is a member of the Loop AI Labs Certified Partner Program, active and in good standing, Loop AI grants within the Territory to Licensee during the term of the Loop AI Labs Certified Partner Program Agreement the nontransferable, nonexclusive right, consistent with the limitations and conditions set forth in this Agreement, to permit Users to (a) access and use the On Demand Developer Service only for the purpose of creating and testing Developer Integrations, and (b) use, implement, demonstrate and distribute Developer Integrations to Licensee’s customers for such customer’s internal use with the Product (“License”). In order to use the On Demand Developer Service, Licensee Users are required to use a Product Authorization Key provided by Loop AI. Licensee's license to use the On Demand Developer Service and each Product Authorization Key shall be subject to the limitations as are set forth in the applicable Loop AI Labs Certified Partner Program Agreement.

SUBJECT TO SECTION 6.3, LOOP AI WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR SLA OBLIGATIONS WITH RESPECT TO DEVELOPER LICENSES.

2.2  Demonstration Account.  Subject to the terms and conditions of this Agreement and the Loop AI Labs Certified Partner Program Agreement, and provided that Licensee is a member of the Loop AI Labs Certified Partner Program, active and in good standing, Licensee may order a demonstration account for the cloud version the Product for Licensee’s use pursuant to which Loop AI grants Licensee a nonexclusive, nontransferable license to use the Product to permit up to two (2) Users to access the cloud version of the Product for the sole purposes of demonstrating and promoting the Product to potential end users and solely in connection with the Developer Integrations. Prior to using or accessing the demonstration account for the Product, at least one User must attend at least one (1) training program offered by Loop AI, at Licensee’s cost. Access and display of the Product shall be pursuant to the terms set forth in the agreement and the Loop AI Labs Certified Partner Program Agreement and the terms provided in the applicable order with Loop AI, and not the terms of any clickwrap agreement accepted in order to access such demonstration account for the Product. The demonstration account for the Product may not be used for production or productive purposes. The term of the demonstration account will commence on the effective date of the order for such demonstration and will end at the earlier of one year after such effective date or the end of this agreement. Upon lapse of the demonstration account term, the Users’ usage rights shall immediately terminate. Licensee understands and agrees that any demonstration account that is inactive for a period of ninety (90) days or greater may be deleted by Loop AI. The demonstration Products are provided "as is" and Loop AI does not provide technical support or Customer Care service or offer any warranties for these demonstration Products, other than the one specified in the Loop AI Labs Certified Partner Program Agreement. Loop AI reserves the right to access, review and/or delete the demonstration account and/or any of your demonstration data contained therein at any time, at its sole discretion, as required to facilitate operational efficiency or otherwise.

2.3  Support and Maintenance.  Licensee shall be solely responsible for the support and maintenance of the Developer Integrations. As part of On Demand Developer Service, Loop AI will provide Standard Customer Care Services to Developer pursuant to the then-current Customer Care Services Policies (the “Policies”), as if Licensee were a “Customer”; provided, however, that notwithstanding anything to the contrary in the Policies: (i) Licensee shall only receive Standard Customer Care and shall not receive Premium Customer Care; (ii) Licensee may only log 5 service requests per year; (iii) Licensee’s use of the Customer Care Services is limited to issues involving the Loop AI hosted development environment to which Loop AI gives you access under this Agreement and shall not include any issues involving the Developer Integrations; and (iv) Licensee may access Standard Customer Care Services as part of the On Demand Developer Service without the payment of any customer care fees referenced in the Policies. The Policies are subject to change at Loop AI’s sole discretion.

2.4  License Restrictions.  Licensee may use the On Demand Developer Service, up to the number of Users specified on the applicable Loop AI Labs Certified Partner Program Agreement, or if not so specified, then for one (1) user, in compliance with the terms of the AUP and the Code of Conduct, and solely for the Developer Integration use. The rights granted to Licensee in this Agreement are subject to all of the following, unless expressly permitted by Loop AI in a written amendment to this Agreement or by a mandatory applicable law: (i) Licensee shall not utilize the On Demand Developer Service for production use, proof of concepts use or any other productive use; (ii) Licensee is responsible for ensuring that any usage by Users is in accordance with the terms and conditions of the agreement and this Agreement; (iii) Licensee shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, allow use or permit use, or otherwise commercially exploit or make the On Demand Developer Service available to any third party other than an authorized User; (iv) Licensee shall not modify, and shall not permit any third party to, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the On Demand Developer Service or access or use the On Demand Developer Service in order to perform a competitive evaluation or build a similar or competitive product or service; (v) except as expressly stated herein, no part of the On Demand Developer Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vi) Licensee agrees to make every reasonable effort to prevent unauthorized third parties from accessing the On Demand Developer Service; (vii) Licensee acknowledges and agrees that Loop AI or its Third Party Providers shall own all right, title and interest in and to all intellectual property rights (including inter alia all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof) in the On Demand Developer Service and any suggestions, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to the On Demand Developer Service or the Developer Materials; (viii) Licensee acknowledges that the On Demand Developer Service is not intended for or designed for use in production or implementation, proof of concepts or any other productive use, and that any data entered into the On Demand Developer Service may not be maintained in the secure or private manner equivalent to a production environment or private implementation, and may be subject to loss, deletion or corruption; (ix) Licensee agrees not to engage in any conduct that may be detrimental to Loop AI; (x) Licensee agrees not to enter into any agreement which requires Licensee to take actions that are in conflict with the terms of this Agreement and the Loop AI Labs Certified Partner Program Agreement; (xi) Licensee agrees not to remove or modify any program markings or any notice of Loop AI’s or its Third Party Providers’ proprietary rights; (xii) Licensee agrees that Licensee has not falsely identified itself or its corporate entity nor provided any false information to gain access to the On Demand Developer Service; (xiii) Licensee agrees to be responsible for any negative impact that the Developer Integrations may have on the On Demand Developer Service and/or the Product. In addition, Licensee agrees not to use or permit use of the On Demand Developer Service, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. Loop AI reserves the right to remove or disable access to any material that violates the foregoing restrictions, and Loop AI shall have no liability to Licensee in the event that Loop AI takes such action. Licensee agrees to defend and indemnify Loop AI and its Third Party Providers against any claim arising out of a violation by Licensee of this Section. Licensee is permitted to use the Ancillary Programs only in combination with the Equipment and Software and solely for purposes of installing and/or operating the Equipment and Software in accordance with the Developer Materials; but this License does not grant any rights for, and specifically prohibits, Licensee’s use of the Ancillary Programs as a standalone application. Loop AI may terminate the License by written notice with immediate effect (i) if Licensee infringes or misappropriates any Loop AI Intellectual Property rights (as defined in Section 4 hereof) in the Products or otherwise breaches any material License provision contained in this Section 2.4; (ii) if physical or digital warranty seals or the Product Authorization Key have been broken, altered or misused; (iii) as provided in Section 2.2; or (iv) if Licensee fails to cure any other material breach of this Agreement within thirty (30) days after receipt of written notice from Loop AI. In the event of a License termination (or the expiration or early termination of this Agreement for any reason), all License(s) will immediately terminate, and Licensee shall immediately cease to access the On Demand Developer Service, destroy or return the Products and all copies thereof as directed by Loop AI and, upon request of Loop AI, a duly authorized officer of Licensee shall certify in writing to Loop AI as to the destruction or return of the Products and all copies thereof. To the extent Loop AI does not enforce against Licensee any of the provisions of this Section 2.4, the third party which licenses an Ancillary Program to Loop AI, may enforce such Section 2.4 obligations against Licensee, but only to the extent such obligations relate specifically to such third party’s Ancillary Program.

2.5  Identified Components.  The Software may contain or be delivered with one or more components, which may include third-party components, identified by Loop AI in the Developer Materials, readme.txt file, third-party click-accept or elsewhere (e.g. on www.loop.ai) (the "Identified Component(s)") as being subject to different license agreement terms, disclaimers of warranties, limited warranties or other terms and conditions (collectively, "Additional Terms") than those set forth herein. Licensee agrees to the applicable Additional Terms for any such Identified Component(s).

 

2.6  Software, Upgrades and Additional Copies.  NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT: (I) LICENSEE HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS LICENSEE, AT THE TIME OF MAKING OR ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL PRODUCT AND HAS PAID THE APPLICABLE FEE TO AN APPROVED SOURCE FOR THE UPGRADE OR ADDITIONAL COPIES; (II) USE OF UPGRADES IS LIMITED TO LOOP AI EQUIPMENT SUPPLIED BY AN APPROVED SOURCE FOR WHICH LICENSEE IS THE ORIGINAL END USER PURCHASER OR LESSEE OR OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (III) THE EVENTUAL MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.

2.7  Usage Verification.  Licensee grants to Loop AI and its independent accountants the right to examine Licensee's books, records and accounts during Licensee's normal business hours to verify compliance with this Agreement. Loop AI reserves the right to conduct an audit of Licensee’s records and operations related to the Product or On Demand Developer Service solely for purposes of ensuring Licensee’s compliance with this Agreement. If Loop AI discovers through the results of an audit performed hereunder or through any other means that Licensee is the using the On Demand Developer Service, Equipment, Software or Ancillary Programs  (i) for any commercial, production or productive use or (ii) for any proof of concept including the ones delivered to any End-User, or (iii) is using more licenses than it has procured hereunder, Licensee shall immediately pay Loop AI the then-current list License fee, including reasonably estimated arrears for licensing and Maintenance Support Services fees, for any such additional unauthorized licenses. In the event such an audit discloses non-compliance with this Agreement or results in the determination that the Licensee’s usage exceeds 5% more than Licensee’s licensed usage rights, then Licensee shall be required to promptly pay Loop AI for the reasonable fees associated with the performance of such audit.

 

3.  WARRANTIES AND REMEDIES.

 

3.1  Limited Warranty. Loop AI warrants (“Warranty”) that (i) the Equipment shall be free from defects in material and workmanship, and the Software and Ancillary Programs shall perform substantially as described in the accompanying Developer Materials, for a period of thirty (30) days from the date of installation of such Equipment or Software and Ancillary Programs or sixty (60) days from the date of shipment thereof, whichever shall first occur (“Product Warranty”); and (ii) all Education Services and/or Professional Services provided to Licensee by or on behalf of Loop AI shall be performed in a good and workmanlike manner in accordance with applicable industry standards (“Services Warranty”).  The Services Warranty does not apply to Maintenance Support Services or T&M Services.

3.2  Remedies. For a breach of the Product Warranty, which is reported to Loop AI during the Warranty period, Loop AI shall correct or replace the defective Product or, if such is not practical in Loop AI’s reasonable judgment, Loop AI shall accept the return of the defective Product and refund to Licensee the amount actually paid to Loop AI therefor with respect to any such returned Product(s).  For a breach of Services Warranty, Loop AI shall promptly re-perform the defective Service at no additional charge, or if such is not practical in Loop AI’s judgment, provide to Licensee a refund of the amount actually paid to Loop AI for such defective Service, provided that Licensee has reported such breach no later than thirty (30) days following Loop AI’s performance of such Service.  Each Product Warranty or Services Warranty breach shall be reported to Loop AI in writing. If requested, the defective Product must be returned to Loop AI, transportation prepaid, in accordance with Loop AI's instructions. If the Product is determined by Loop AI to be covered by the Product Warranty, then Loop AI shall refund any associated transportation fees prepaid by Licensee. SUBJECT TO SECTION 6.3, THIS SECTION SETS FORTH LOOP AI’S SOLE LIABILITY AND LICENSEE’S SOLE REMEDY FOR BREACH OF WARRANTY OR QUALITY.

 

3.3  Disclaimer.

SUBJECT TO SECTION 6.3, THE ON DEMAND DEVELOPER SERVICE, THE CUSTOMER CARE SERVICES, AND ALL CONTENT PROVIDED BY LOOP AI AND ITS LICENSORS AND RELATED PERSONS IS PROVIDED BY LOOP AI AND SUCH THIRD PARTY PROVIDER ON AN "AS IS" BASIS. LOOP AI AND ITS LICENSORS AND RELATED PERSONS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES, HOWEVER ARISING, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO LOOP AI’S PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO THE USE, SUFFICIENCY, OR ACCURACY OF THE PRODUCTS INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. NEITHER LOOP AI NOR ITS THIRD PARTY PROVIDERS GUARANTEE THAT THE ON DEMAND DEVELOPER SERVICE OR THE CUSTOMER CARE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL PERFORM ERROR-FREE OR UNINTERRUPTED.

4.  OWNERSHIP.

 

Le acknowledges that the Product, the On Demand Developer Service and Developer Materials contain trade secrets of Loop AI or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. All rights, title or interest to any intellectual property with respect to any patent, copyright (including, without limitation, any derivative works), trademark, service mark, trade name, trade secret, semiconductor design, circuit layouts, mask works, inventions, work processes, know-how, reports, drawings or other rights in any confidential or non-public information owned or legally held by Loop AI, its affiliates, or third-party licensors which are present in or associated with any and all Equipment, Software, Ancillary Programs, Developer Materials, Service deliverables, or other Loop AI Information and proprietary materials, including, without limitation, all computer programs, algorithms, program listings, programming tools, procedures, reports, and drawings (except to the extent that such reports or drawings contain Licensee specific data or information) (“Loop AI Intellectual Property”) is and shall remain the exclusive property of Loop AI, its affiliates, and/or its third party licensors.  To the extent that any right, title or interest in or to any Loop AI Intellectual Property may not, by operation of law, automatically vest in Loop AI, Licensee hereby irrevocably transfers, assigns and conveys all right, title, and interest therein to Loop AI. Licensee shall, at Loop AI’s request and expense, promptly take all such action and execute such further documents and instruments as are necessary to vest full title in the Loop AI Intellectual Property in Loop AI or its third party licensor(s).  Licensee’s limited right to use such Loop AI Intellectual Property shall be governed by the licensing and confidentiality provisions of this Agreement which relate to, govern, and/or protect the Software and Ancillary Programs or other deliverables to which such Loop AI Intellectual Property is associated. Notwithstanding anything to the contrary contained herein, Loop AI reserves the right to seek all legal and equitable rights and remedies available to Loop AI against Licensee for any use by Licensee of any Loop AI Intellectual Property in violation of this Agreement.

 

 5.  CONFIDENTIAL INFORMATION.

5.1  Confidentiality.  

             (a) Each party acknowledges that (i) this Agreement, any Quotation, the Products, the On Demand Developer Service and Developer Materials to be provided hereunder incorporate confidential and proprietary information developed or acquired by Loop AI and (ii) each party may receive or have access to other proprietary or confidential information disclosed by the disclosing party (collectively, the "Confidential Information").

             (b) Notwithstanding Section 5.1(a), Confidential Information shall automatically include (without obligation for written notification as set forth above) (i) with respect to Loop AI: Products, Developer Materials, and the results of any benchmark tests performed by Licensee in connection with the Product(s); and (ii) with respect to Licensee: personally identifiable or otherwise sensitive information regarding Licensee’s customer(s) which Loop AI may receive from or through Licensee, in the course of either party performing its respective obligations hereunder, provided however that Licensee shall use commercially reasonable efforts to prevent or minimize disclosure to Loop AI of any such personally identifiable or Licensee-sensitive Confidential Information, except to the extent such disclosure is reasonably necessary in order for Loop AI to perform its obligations hereunder.

             (c) The receiving party shall use the disclosing party's Confidential Information solely to perform its obligations under this Agreement. The receiving party shall take reasonable precautions designed to safeguard the confidentiality of the disclosing party's Confidential Information, including without limitation, (i) those taken by the receiving party to protect its own confidential information and (ii) those, which the disclosing party may reasonably request from time to time.

5.2  Nondisclosure.  The receiving party shall not disclose, in whole or in part, the disclosing party's Confidential Information to any person, except to the receiving party's employees and independent contractors who (i) shall access and utilize the disclosing party’s Confidential Information for no purpose or benefit other than to exercise the receiving party’s rights and obligations as expressly set forth in this Agreement; and (ii) are under an obligation of confidentiality which is no less restrictive than the provisions contained herein.      

5.3  Unauthorized Use or Disclosure.  The parties acknowledge that any unauthorized use or disclosure of the disclosing party's Confidential Information may cause irreparable damage to the disclosing party.  If an unauthorized use or disclosure is discovered, the receiving party shall promptly notify the disclosing party and, at the receiving party’s expense, take all steps reasonably necessary to recover the disclosing party's Confidential Information and to prevent its subsequent unauthorized use, disclosure, or dissemination, including availing itself of actions for seizure and injunctive relief.  If the receiving party fails to take these steps in a timely and adequate manner, the disclosing party may take them at the receiving party's expense, and the receiving party shall provide the disclosing party with such reasonable cooperation in such actions as the disclosing party may request.

5.4  Limitation.  The receiving party shall have no confidentiality obligation with respect to any portion of the disclosing party's Confidential Information that (i) is independently developed by the receiving party without breach of this Agreement and such independent development can be demonstrated to the reasonable satisfaction of the other party, (ii) the receiving party lawfully obtained from a third party under no obligation of confidentiality, (iii) is or becomes generally available to the public other than as a result of an act or omission of the receiving party or its agents or representatives, (iv) any information that does not meet the conditions of either Section 5.1(c) clause (i) or (ii), such as if Licensee does not use commercially reasonable efforts to prevent or minimize disclosure to Loop AI of any information, or such disclosure is not reasonably necessary in order for Loop AI to perform its obligations hereunder, etc.; or (v) the receiving party is compelled to disclose pursuant to legal process provided by a court of competent jurisdiction provided that the receiving party shall notify the disclosing party promptly upon learning that it shall be so compelled and, concurrent with such required disclosure, takes such actions as the disclosing party may reasonably request to protect the confidential or proprietary nature of such Confidential Information in such proceedings. Notwithstanding anything to the contrary herein, Software and Ancillary Programs shall not be deemed to have been placed in the public domain by Loop AI for purposes of this Section 5.

6.  LIABILITY.

6.1  SUBJECT TO SECTION 6.3, UNDER NO CIRCUMSTANCES SHALL LOOP AI, ITS LICENSORS, OR RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON LICENSEE’S CLAIMS OR THE CLAIMS OF ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, THE FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR THE PERFORMANCE OF ANY OF THE PRODUCTS OR SERVICES.

6.2  IN NO EVENT SHALL THE AGGREGATE LIABILITY THAT LOOP AI, ITS LICENSORS OR RELATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING, ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR THE PERFORMANCE OF ANY OF THE PRODUCTS OR SERVICES, EXCEED TO THE ANNUAL CERTIFIED PARTNER PROGRAM MEMBERSHIP FEES YOU PAID LOOP AI FOR THE RELEVANT YEAR DURING WHICH A CLAIM IS MADE. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).

6.3 FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY IN RELATION TO (I) DEATH OR PERSONAL INJURY CAUSED BY ANY NEGLIGENT, WILFUL OR RECKLESS ACT OR OMISSION; (II) ANY FRAUDULENT ACT OR OMISSION; OR (III) ANY OTHER LIABILITY THAT CANNOT, AS A MATTER OF LAW, BE LIMITED OR EXCLUDED.  

6.4  Licensee acknowledges and agrees that Loop AI has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.

7.  MISCELLANEOUS.

7.1  Data Privacy. If Licensee provides Loop AI with personally identifiable information concerning the Licensee’s customers, prospects or employees, the Licensee undertakes that it has provided all relevant notices and obtained valid consent as may be required under applicable laws and regulations relating to the collection, use or disclosure of personally identifiable information. The Licensee accepts that Loop AI acts merely as a data intermediary in respect of such personally identifiable information received from the Licensee, and agrees to indemnify Loop AI against all costs, damages, expenses, fees, liabilities and proceedings arising out of or in connection with any breach of such applicable laws and regulations by the Licensee.

7.2  No Agency.  The Parties are independent contractors and shall have no right or authority to bind or commit the other party in any way without the other party’s express written authorization. Nothing contained herein shall be deemed or construed to create for any purpose an employer/employee, joint venture, partnership, or agency relationship between the Parties.

7.3  Force Majeure.   Neither party shall be considered in breach of its obligations hereunder due to any failure to perform such obligations arising out of causes beyond the control, and without the fault or negligence, of such party. Such causes shall include, without limitation, acts of God; acts of any governmental authority; fires, unusually severe weather, earthquake, tsunami, flood, heavy snowfall, drought,or other natural disasters; war, acts of terrorism, strikes or labor unrest; and degradation of telecommunications services.

7.4  Notice.  All notices or approvals required or permitted under this Agreement must be given in writing and signed by the authorized representatives of the Parties hereto. All such notices shall be hand delivered or sent to the Parties’ respective addresses first set forth above or to such other address as either party may specify by written notice to the other. No failure or delay by either party to exercise any right or remedy specified herein shall be construed as a current or future waiver of such remedy or right, unless said waiver is in writing.

7.5  Amendments. This Agreement may be superseded or modified solely by written agreement signed by the authorized representatives of both parties hereto, which specifically acknowledges the existence of this Agreement and that it is being superseded or modified by the terms of such subsequent written agreement.  

 

7.6  Governing Law. This Agreement shall be governed by and interpreted in accordance with the internal laws of Singapore, excluding its conflict of law principles. The parties specifically agree to exclude the United Nations Convention on Contracts for the International Sale of Goods  in the form adopted by any state from governing this Agreement and any transaction between the parties that may be implemented in connection herewith.  All provisions of this Agreement that by their nature are intended to survive expiration or termination shall survive.

 

7.7  Arbitration. Each party agrees that any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be determined exclusively by arbitration in Singapore in accordance with the UNCITRAL Arbitration Rules ("Rules") in force when the notice of arbitration is submitted in accordance with the Rules which are deemed to be incorporated by reference in this Section and (i) the arbitration shall be administered by Singapore International Arbitration Centre ("SIAC") in accordance with its Practice Note on UNCITRAL cases; (ii) the appointing authority shall be the President or Vice-President of SIAC Court of Arbitration; (iii) the seat of the arbitration shall be [Singapore]; (iv) the number of arbitrators shall be [one]; and (v) the language to be used in the arbitral proceedings shall be English.

7.8  Export Regulations.  Licensee acknowledges that the Products and all related technical information, documents and materials are subject to export controls under U.S. export regulations or similar governmental order(s) in other applicable jurisdictions and Licensee agrees to comply strictly with all applicable requirements of such regulations and orders and further agrees that any export shall only occur within the Territory. Licensee agrees to indemnify, defend, and hold Loop AI harmless, from and against any claim, loss, cost, or other expense resulting from Licensee’s non-compliance with the preceding statement.

 

7.9  Agreement Construction and Interpretation. Loop AI and Licensee have required that this Agreement and all documents relating hereto be drawn up in the English language. Headings are included in this Agreement for reference purposes only and shall not be used to interpret or construe this Agreement.

 

7.10  Assignment.   Loop AI may freely assign, delegate, or subcontract Loop AI’s obligations hereunder; provided, however, that Loop AI will remain responsible for the performance of Loop AI’s obligations, regardless of whether such obligations are fulfilled by Loop AI or a subcontractor.  Licensee may not assign any of its obligations, rights or remedies hereunder, in whole or in part, without the express written approval of Loop AI; provided, however, that Licensee shall have the right, upon written notice to Loop AI, to assign this Agreement in its entirety to an Affiliate or such other corporate entity which may result from the merger with, consolidation of, or sale of substantially all of Licensee’s assets, provided such Affiliate or entity is located within the Territory, is not a direct competitor of Loop AI, and agrees in writing (with a copy provided to Loop AI) to assume any outstanding Licensee obligations which may have been incurred hereunder prior to such transfer and to be bound by the provisions of this Agreement.  The specific named assignee shall be deemed to be the “Licensee” hereunder as of the effective date of any such authorized assignment.

 

7.11  Restricted Government Rights.   The Equipment, Software and Ancillary Programs were developed solely at private expense, contain "restricted computer software" submitted with restricted rights in accordance with the US FAR 52.227-19 (a) through (d) of the Commercial Computer Software-Restricted Rights Clause and its successors, and in all respects is proprietary data belonging to Loop AI and/or its suppliers.  For US Department of Defense units, the Equipment, Software and Ancillary Programs is considered commercial computer software in accordance with US DFARS 227.7202-3 and its successors, and use, duplication, or disclosure by the US Government is subject to the restrictions set forth herein.

 

7.12  Entire Agreement.  The terms set forth herein and in the applicable Quotation constitute the entire agreement between the Parties with respect to Licensee’s use of the Product(s) within the scope of the License(s) granted herein and Loop AI’s provision of related Services.  This Agreement shall override and replace all terms contained in any Licensee purchase order accepted by Loop AI and any separate document between Licensee and any third-party Product distributor relating to the procurement of Products and/or Services referenced herein. These terms supersede and exclude all prior or contemporaneous proposals, understandings, agreements, negotiations, and representations, whether oral or written, with respect to the subject matter of this Agreement.  In the event of any inconsistency between the terms of this Agreement and the applicable Quotation, the terms of the Quotation shall control for purposes of said Quotation. Except as specifically set forth in a mutually executed writing, orders subsequent to the first order hereunder shall be considered separate agreements between the parties, incorporating the provisions hereof.

 

IN WITNESS WHEREOF, Loop AI and Licensee cause the Agreement and the Exhibits 1 and 2 to be executed as of the Effective Date by their duly authorized representatives.     

 

Exhibit 1 (Code of Conduct) and 2 (Loop AI Acceptable Use Policy) follow.


      EXHIBIT 1    

  Loop AI Labs Code of Conduct  

 Questions about this Code of Conduct and reports of violations should be directed to abuse@loop.ai.  

 

1. Introduction

This Code of Conduct defines the minimum standards of business conduct and business practices with which Loop AI Labs, Inc. (“Loop AI”) expects you to comply in regards to your business relationship with Loop AI including without limitation marketing, remarketing (or “reselling”) or your involvement in an opportunity which results in the sale of products or services provided by Loop AI (“Activities”). If applicable laws and regulations are more permissive than this Code of Conduct, you are expected to comply with this Code of Conduct. If applicable laws and regulations are more restrictive, you must always comply with those legal requirements.

By establishing this Code of Conduct and making it part of your relationship with Loop AI, we are acknowledging your critical role in defining and protecting our most valuable collective asset — the trust that our clients, investors, colleagues, and communities place in Loop AI and our business associates. You must ensure that this Code of Conduct and any changes to this Code of Conduct (and other relevant information and related on-going education) are provided to your employees and contractors who work with Loop AI personnel or contractors who are involved in your Activities and that your employees and contractors are aware of the obligations that apply under this Code of Conduct. Similarly, Loop AI expects you to have your own conduct guidelines with your employees and contractors who work with Loop AI personnel or who are involved in Activities.  

The industry and markets that we serve continue to undergo significant and fast changes. As a result, these changes make the ways in which we do business more complex and constantly present new regulatory, ethical, and legal challenges. You must demonstrate the highest ethical principles in all your Activities and avoid engaging in any activity that involves even the appearance of impropriety. This Code of Conduct is not legal advice or legal guidance. You should consult with a licensed attorney for questions regarding the legal requirements that apply to your Activities.  

 

Loop AI may change this Code of Conduct at any time by posting a revised Code of Conduct on Loop AI’s Internet website or by providing you with notice as otherwise provided in a written agreement between you and Loop AI. You should monitor the website regularly for changes to this Code of Conduct.  

 

2. Financial integrity and accounting

Accurate and reliable financial and business records are of critical importance for all enterprises. You must not engage in any actions that could result in conveying false or inaccurate financial information to Loop AI or our clients. You must ensure that all submissions you make to Loop AI (for example, orders, sales reporting, special bid requests, Enhanced Support Partners involved, rebates, and reimbursement requests) are complete and accurate.  

 

3. Dealing with government clients

You must be aware of and comply with all laws, rules, regulations, including procurement regulations, and contract clauses that govern the acquisition of goods and services by government entities to which you directly or indirectly market or recommend products and/or services provided by Loop AI, including federal, state, local, and other government-owned entities, as well as entities that are government-owned or controlled or subject to government procurement rules ("Government Clients"). Bear in mind that those activities that may be appropriate when dealing with nongovernmental customers may be improper and even illegal when dealing with Government Clients.  

 

Certain prohibitions, limitations or requirements relating to the payment and/or receipt of fees and other benefits may apply when you directly or indirectly market to Government Clients the products and/or services provided by Loop AI. Such provisions can arise from a variety of sources, including statutes, regulations, and government contracts or subcontracts under which you resell products and/or provide services provided by Loop AI related to the same project. You are not eligible for the payment of fees or other compensation in connection with marketing to Government Clients the products and/or services provided by Loop AI if you hold a contract with a Government Client under which you advise on the selection of products and/or services. In all other government transactions, as well as commercial transactions, you must ensure before requesting fees or other compensation that such payment is permitted by all applicable laws, rules, regulations, and client contracts and policies, as well as authorized by your applicable agreement with Loop AI. Further, if either by law or under the terms of an agreement with your client you are required to disclose the potential fee or other compensation, or if your client is a government-owned entity, you must notify your client, in writing, that you may receive a fee or other compensation from Loop AI for the subject transaction and, for a government-owned entity, the notice must also describe your role in marketing the products or services provided by Loop AI. Some Government Clients may require you to formally register with them prior to engaging in any marketing activities. If you violate any of these requirements or other applicable law, Loop AI is not liable to pay you any compensation for the subject transaction, and if any compensation has already been made, you must repay it promptly and Loop AI may terminate your agreement. Because applicability of legal restrictions may depend on the provisions of your contracts and subcontracts, and other circumstances of a transaction that may be known only by you, it is your responsibility to determine in each instance whether a potential fee or benefit is permitted, and whether such registration and/or disclosure is required.  

4. No wrongful payments

At all times, you are required to comply with all applicable local and foreign anti-bribery laws, such as the United States Foreign Corrupt Practices Act which governs the conduct of Loop AI and other similar local laws and regulations. Acceptable practices in the commercial business environment may be entirely unacceptable with government officials, and may even violate certain applicable laws and regulations in some countries. When you are dealing with government officials or those who act on the government's behalf, you should be aware of these restrictions. You must not, directly or indirectly, make or offer bribes, kickbacks, or other payments of money or other things of value, including business amenities, to anyone, including officials, employees, or representatives of any government, political parties, candidates for office, or public or international organization, or to any other third party, for the purpose of wrongfully obtaining or retaining business related in any way to products or services provided by Loop AI or resold by you. This includes giving money or business amenities to any third party where there is reason to believe that it will be passed on to anyone involved in the business decision process for the purpose of influencing the decision. Even where allowed by applicable laws and regulations, any travel-related expenses and business amenities provided to government-owned entities must be reasonable, tied to product demonstration and not provided for the purpose of wrongfully obtaining or retaining business related to products or services provided by Loop AI. You must ensure that all business amenities that you provide to private, commercial or government-owned clients and others comply with all applicable laws and regulations, are in the ordinary and proper course of business, and cannot reasonably be construed as bribes or other improper inducements. Further, Loop AI’s policies limit the business amenities that a Loop AI employee may accept. Any business amenities which you may provide to a Loop AI employee must be appropriate for our business relationship and must not be given with the intent to receive favoritism from Loop AI or to similarly influence or compromise Loop AI’s decision-making regarding our business relationship and must not have the appearance of impropriety.  

 

When dealing with others, including other Loop AI business associates, you must exercise reasonable due diligence to ensure that you are aware of any potential warning signals that may indicate potential issues and that they abide by the terms of this Code of Conduct. You agree to advise Loop AI of any potential violations or concerns.  

 

5. Anti-trust and competition laws

You must fully comply with all applicable antitrust and competition laws and regulations. While these laws vary somewhat among jurisdictions, Loop AI’s policies require, at a minimum, if you are approved by Loop AI to remarket products and services provided by Loop AI, that you do so as part of your independent business model and on terms and pricing that you set unilaterally. Furthermore, it is not permissible for you and competing Loop AI Enhanced Support Partners to do or attempt to do any of the following: 1) fix or control prices for Loop AI offerings; 2) join together to boycott suppliers or clients; 3) divide or allocate markets or customers; or 4) coordinate competing bids.  

 

6. Competing fairly

Loop AI expects you and your employees to compete fairly and ethically for all business opportunities. Your employees involved in the sale of products and services provided by Loop AI must ensure that all statements, communications, and representations to clients are accurate, complete, and truthful. Similarly, you must not make or attempt to make any unauthorized commitments on behalf of Loop AI or clients, nor inappropriately implicate or involve Loop AI in your disputes with clients or others. Similarly, you should not defame or disparage Loop AI, other Loop AI business associates, competitors or clients.  

 

7. Intellectual property

You are responsible for protecting both Loop AI’s and the client’s intellectual property rights. An important element of such protection is maintaining the confidentiality of Loop AI’s and the client’s confidential information and other proprietary information. You must not reproduce copyrighted software, documentation, or other materials unless you are properly authorized to do so. You must observe applicable data privacy requirements. When you market directly to an end user, you must ensure the appropriate license and product terms are provided to the end user in a format sufficient to create an enforceable agreement under applicable law (for example, certain countries require contracting in hard copy format) before the sale to the end user is finalized.  

 

8. Respect and dignity

You must provide your employees with a work environment free of coercion, discrimination, and harassment.

 

9. Social media

Loop AI expects you to comply with applicable laws and government guidelines governing social media. Further, when using social media (for example, any form of online publishing and discussion, including blogs, wikis, file-sharing, user-generated video and audio, and social network), you must comply with this Code of Conduct and you must not disclose Loop AI’s confidential information, except as provided under the Loop AI Confidentiality Agreement (or an equivalent agreement regarding the exchange of confidential information) between you and Loop AI.  

 

10. Marketing to other remarketers

You must require your remarketers who do not have a contract with Loop AI under which they are approved to market products or services provided by Loop AI (for example, industry solution Enhanced Support Partners (ISESPs) to comply with this Code of Conduct and to regularly monitor the Loop AI Internet website provided above for changes to this Code of Conduct. You must also require such remarketers to provide appropriate license and product terms to the end user in a format sufficient to create an enforceable agreement under applicable law before the sale to the end user is finalized.  

11. Acquiring products from unauthorized sources

Dealing in Loop AI products from unauthorized sources undermines the Loop AI Business Partner program and our commitment to serve our customers at the highest levels of quality and business value. Acquiring Loop AI products from unauthorized sources also represents a significant risk to you and your potential end user customers because you have no assurance that these products are free of defects or alterations (or both) or if the product is counterfeit, which may affect subsequent warranty claims and customer satisfaction.  

12. Monitoring / record keeping

You must maintain documentation reasonably necessary to demonstrate your compliance with this Code of Conduct and provide Loop AI or its independent auditor with access to such documentation upon Loop AI’s reasonable request.   13. Integrity training, certification and revalidation If requested, you will certify to your compliance with this Code of Conduct and you will provide information that Loop AI requests in connection with Loop AI’s periodic revalidation of your company's business relationship with Loop AI, in each case as directed by Loop AI.  

 

14. Compliance

Any violation of this Code of Conduct by you or by persons working for or on behalf of your firm will constitute the basis for the immediate termination of your business relationship(s) with Loop AI, including all related contracts. Loop AI will also have the right to immediately terminate your business relationship(s) with Loop AI, including all related contracts, if concerns from an ethics, integrity or legal perspective arise from the revalidation process.  

 

15. Reporting violations

If you become aware of any unlawful or unethical situation involving or related to the sale of products or services Loop AI provides, you must immediately notify Loop AI at abuse@loop.ai and communicate any information that you have regarding the incident or situation. Information that you provide to Loop AI must be accurate to the best of your knowledge, and Loop AI expects you to assist Loop AI with any investigations of an incident or situation that you report to Loop AI. Reporting false information to Loop AI may result in Loop AI’s termination of your business relationship(s) with Loop AI, including all related contracts. 
     

EXHIBIT 2  

         

Loop AI Labs Acceptable Usage Policy  

This AUP outlines unacceptable use of Loop AI Labs Products or Services and is in addition to any other terms and conditions under which Loop AI Labs provides the Products or Services to You. Loop AI Labs may modify the AUP from time to time by posting a new version of this document on the Loop AI Labs Web site.  

 

Questions about this AUP (e.g., whether any contemplated use is permitted) and reports of violations of this AUP should be directed to abuse@loop.ai. Prohibited data, uses and activities include, without limitation, any use of the Products or Services in a manner that, in loop AI Labs' reasonable judgment, involves, facilitates, or attempts any of the following:

(1) violating any law;

(2) using, processing, displaying, performing, sending, receiving or storing any data that is obscene, inappropriate, offensive, or otherwise objectionable, even if the material or its dissemination is lawful;  

(3) harassing any person or advocating or encouraging violence of any kind against any person, entity or government;  

(4) infringing, violating or misappropriating another's rights;  

(5) obtaining unauthorized access to, or interfering by any means with, any user, system, network, service, or account, including evasion of filters or violation of the security or integrity of any network or system;  

(6) distributing computer viruses or malware of any kind; or  

(7) sending, receiving or supporting email messages that are unsolicited, deceptive, anonymous, excessively voluminous or that contain falsified identifying information, including spamming and phishing.  

 

You are responsible to ensure that use of the Products or Services and data is in compliance with all applicable laws, including laws where the Product or Services or data is uploaded, hosted, stored, accessed or used, and to implement necessary restrictions to prohibit use by any individual (e.g. restrictions on access by minors) or in any jurisdiction, as required to comply with such laws. Similarly, Loop AI Labs reserves the right to take all actions it deems appropriate to comply with applicable laws.

 

Version 2016-01-01

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