LOOP AI LABS CERTIFIED PARTNER PROGRAM AGREEMENT
This Loop AI Labs Certified Partner Program Agreement (“Agreement”) includes the terms and definitions set out below and in its Annexes, any technical support policies and Loop AI Labs Certified Partner Program Policies referenced in this Agreement, and any additional written terms posted on the Loop Certified Partner Program site related to the benefits the Certified Partner receives from Loop AI under this Agreement.
“Loop AI” refers to Loop AI Labs, Inc.
“Certified Partner”, “You” and “your” refer to the entity that has entered into this Agreement to join Loop Certified Partner Program.
“Agreement” – this Loop AI Certified Partner Program Agreement, together with its Annexes:
(1) Loop Certified Partner Program Policies, (2) Loop Certified Partner Program Requirements, (3) Loop AI’s Code of Conduct and (4) Loop AI’s Acceptable Use Policy. Loop Certified Partner Program Policies, Loop Certified Partner Program Requirements, Loop AI’s Code of Conduct and Loop AI’s Acceptable Use Policy are made a part of and fully incorporated into this Agreement.
“Ancillary Program(s)” means a third party computer program(s) in object code form which Loop AI provides for use with the Software and Equipment.
“End-User” refers to a third party that is licensed to use the Products for its own internal business operations.
“Employee” refers to an employee of the Certified Partner.
“Equipment” – Loop AI’s proprietary hardware or third-party hardware purchased from Loop AI, together with all substitutions, replacements, repairs, parts, attachments, improvements and accessories. In case of a subscription licensing model, the Equipment is the property of Loop AI.
“LCP” refers to the Loop Certified Partner Program.
“Loop Certified Partner Program Policies” and “LCP Policies” refer to the policies published by Loop AI on the Portal the current version of which is attached as Exhibit 1 to this Agreement for reference.
“Loop Certified Partner Program Requirements” and “LCP Requirements” refer to the requirements published by Loop AI on the Portal the current version of which is attached as Exhibit 2 to this Agreement for reference.
“Portal” – Loop AI’s web portal or the “Loop AI Application Programming Interface” for use by Loop AI End-Users, Enhanced Support Partners, Certified Partners and Referral Program participants.
“Product(s)” means the Equipment, Software and Ancillary Programs as applicable.
“Services” means those Installation Services, Maintenance Support Services, Education Services, Professional Services, and Time & Material Services provided by Loop AI (or its authorized representative).
"Software" means Loop AI’s proprietary computer programs in any form licensed to the Certified Partner and identified in the LCP Policies. 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, as well as all copies thereof.
“Territory” refers to the territory or territories specified in the LCP Requirements.
“Value Added Package” refers to the hardware and/or software products and/or services having added value, which are developed, sold, provided, and/or licensed by the Certified Partner with the programs or value added sales assistance provided by the Certified Partner.
2. Membership and Benefits Overview
Certified Partner membership in LCP is subject to the payment of the membership fees stated in the LCP Policies and the LCP Requirements. This schedule of membership fees are subject to change and all membership fees are non-cancelable and non-refundable.
Certified Partner will be given access to the benefits set forth in the LCP Policies, provided that Certified Partner continuously meet the applicable criteria and requirements set forth in the LCP Policies and the LCP Requirements including the limitation of operations within the Territory. LCP benefits and requirements are subject to change at Loop AI’s discretion. The LCP Policies are located on the Portal. The LCP Policies and LCP Requirements incorporated in this Agreement as Exhibit 1 and Exhibit 2 are subject to change and may contain additional terms. Subject to Section 18 (Export), the LCP membership covers all of the facilities or locations where the Certified Partner conducts activities within the Territory as related to this Agreement; provided however, that Certified Partner will be given access to the benefits only in the Territory in which the Certified Partner registered to become a member in the LCP.
Certified Partner may allow its agents and contractors to use the Product for the purposes permitted by this Agreement, and Certified Partner is responsible for their compliance with this Agreement in such use. Program documentation is delivered with the Product, or may be accessed online at the Portal. Services are provided subject to Loop AI’s policy for the applicable services at the time they are ordered and those policies are subject to change.
Certified Partner use of the Product shall be subject to the terms set out in the LCP Policies, LCP Requirements and the terms of this Agreement. Provided that Certified Partner continue to satisfy the then-current LCP Policies and LCP Requirements for using the Product and comply with this Agreement, Certified Partner is granted the rights below.
3.1. Demonstration Licenses
Loop AI grants the Certified Partner a non-exclusive, limited license to use the Product identified in the LCP Policies (the “Demonstration License”): (a) to demonstrate the Product to potential End-Users; and (b) to provide training for Employees and End-Users. Certified Partner use of such Demonstration License for demonstration purposes shall be subject to the terms of this Agreement, the terms of the Demonstration License and the terms provided in the program documentation and rules, which the Certified Partner may access from the Portal.
3.2. Development Licenses
Loop AI grants the Certified Partner a non-exclusive, limited license to use the Product identified in the LCP Policies (the “Development License”): (a) to demonstrate, develop or prototype a Value Added Package for the intended commercial use to multiple End-Users; (b) to integrate the Product with the Certified Partner proprietary application program to offer a Value Added Package; (c) to provide technical support for Employees and End-Users solely in connection with the Value Added Package that the Certified Partner distributes pursuant to an Enhanced Support Partner Program Agreement with Loop AI; and (d) to provide training for the Value Added Package to Employees and End-Users to whom the Certified Partner has distributed the Value Added Package pursuant to an Enhanced Support Partner Program Agreement with Loop AI. Development Licenses may not be used to develop, integrate or administer a Value Added Package for productive use by any End-User. Any proof of concepts using the Product, including a proof of concept of the Value Added Package, delivered to any End-User cannot use the Development License and is subject to the applicable commercial licensing terms and fees due to Loop AI pursuant to Loop AI's then current price list for such commercial license and any additional licenses needed for the delivery of the Product.
Certified Partner use of the Development Licenses shall be subject to the terms of the Development License, the terms of this Agreement and the terms provided in the program documentation and license definitions and rules which the Certified Partner may access from the Portal.
4. Technical Support
Certified Partner will be given access to the technical support benefits as set forth in the LCP Policies, provided that Certified Partner continuously meets the applicable criteria and requirements set forth in the LCP Policies and LCP Requirements. These benefits are subject to change at Loop AI’s discretion. Technical support services are provided under Loop AI’s technical support policies in effect at the time the services are provided and are subject to those policies and the terms of this Agreement. The technical support policies, incorporated in this Agreement, are subject to change at Loop AI’s discretion; however, Loop AI policy changes will not result in a material reduction in the level of services provided for the Product during the period for which the Certified Partner’s LCP membership is valid. Certified Partner should review the technical support policies and may access the current version of the technical support policies at the Portal.
5. Methodology and Engagement Materials
Certified Partner use of the Loop AI consulting methodologies and engagement materials that may include, but are not limited to training, implementation tools, technical support, and resources for the Product and related documentation (“Methodologies”), which are further defined in the LCP Policies and LCP Requirements, shall be subject to the terms below.
As further described in the LCP Policies, Loop AI may grant to the Certified Partner a non-exclusive, non-transferable, limited license to use and to make an unlimited number of copies of the Methodologies, subject to the LCP Policies and LCP Requirements, for the following purposes: (1) to use the Methodologies in connection with the implementation of Value Added Packages for the Certified Partner End-Users who have acquired valid commercial licenses for such programs; (2) to provide training to Certified Partner employees in use of the Methodologies; (3) to demonstrate the Methodologies to End-Users; and (4) to copy the Methodologies for archival or backup purposes. The Certified Partner may allow its agents and contractors to use the Methodologies for these purposes, subject to the terms of this Agreement. All titles, trademarks, and copyright and restricted rights notices contained in the Methodologies shall be reproduced in any copies of the Methodologies. All copies of the Methodologies shall be subject to the terms of this Agreement.
6. Additional Loop AI Resources
From time to time, during the term of this Agreement, Loop AI may provide the Certified Partner with access to Loop AI marketing materials, technical support materials, consulting materials, and other software or services (“Additional Resources”). Certified Partner use of the Additional Resources shall be subject to the terms of this Agreement, those terms set out in the Loop Certified Partner Program policies, and any additional written terms posted on the Portal.
7. Ownership and Restrictions
Loop AI or its licensors retain all ownership and intellectual property rights to the Products and Methodologies, and Loop AI retains all ownership and intellectual property rights to anything developed by Loop AI and provided to the Certified Partner under this Agreement (“Deliverables”), and Additional Resources (the Product, Methodologies, Deliverables, and Additional Resources are collectively referred to herein as the “Loop AI Property”). All rights are reserved, and this Agreement does not grant any rights, whether by implication, estoppel, or otherwise, other than those rights specifically described in this Agreement.
The Product may contain third party technology. Loop AI may provide certain notices to the Certified Partner in the program documentation in connection with such third party technology. For clarity, the existence of a notice does not affect the terms under which third party technology is licensed to the Certified Partner.
Third party technology will be licensed to the Certified Partner either under the terms of this Agreement or, if specified in the program documentation, under separate license terms (“Separate Terms”) and not under the terms of this Agreement (“Separately Licensed Third Party Technology”). Notwithstanding any other terms of this Agreement, the Certified Partner rights to use (including without limitation the right to distribute) such Separately Licensed Third Party Technology under the separate terms are not restricted in any way by this Agreement. However, solely with respect to Separately Licensed Third Party Technology that is part of the Product, and is used: (i) in unmodified form; (ii) as part of the Product; (iii) in accordance with the license grant for the relevant programs and all other terms and conditions of this Agreement, and (iv) in compliance with any of the separate terms that require (a) provision of notices in the form and to the extent provided by Loop AI, (b) distribution of specified source code (in the form and to the extent such source code is provided by Loop AI), and/or (c) distribution of the Separately Licensed Third Party Technology under the separate terms in the form and to the extent provided by Loop AI, Loop AI will provide indemnification for Separately Licensed Third Party Technology to the same extent as Loop AI is required to provide indemnification for the Product under the terms of this Agreement. Loop AI will provide indemnification for third party technology that is part of the programs and not Separately Licensed Third Party Technology to the same extent as Loop AI is required to provide indemnification for the Product under the terms of this Agreement.
Certified Partner may not:
remove or modify any program markings or any notice of Loop AI’s or its licensors’ proprietary rights;
make the Loop AI Property available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Product license or deliverables from the services Certified Partner has acquired);
cause or permit reverse engineering (unless, previous written notice to Loop AI, required by law for interoperability), disassembly, or decompilation of the programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by Product);
disclose results of any program benchmark tests without Loop AI’s prior written consent;
use the Loop AI Property in a manner that misrepresents Certified Partner relationship with Loop AI or is otherwise misleading or that reflects negatively on Loop AI;
use or duplicate the Loop AI Property provided to Certified Partner by Loop AI for any purpose other than as specified in the LCP Policies or expressly provided in this Agreement or make the Loop AI Property available to unauthorized third parties;
use the Loop AI Property for the Certified Partner own internal business operations, or use the Loop AI property or make the Loop AI property available in any manner to any third party for use in the third party’s business operations or for any other commercial or production use;
engage in any conduct that may be detrimental to Loop AI or to the Loop AI Property; or
enter into any agreement which requires the Certified Partner to take any actions that are in conflict with the terms of this Agreement.
If Certified Partner desires to use the Loop AI Property for any use other than the development, integration or demonstration use allowed under this Agreement, including but not limited to the right to distribute the programs, Certified Partner must enter into an appropriate agreement with Loop AI to acquire the necessary rights.
8. Warranties; Disclaimers and Remedies
Loop AI warrants that a Product licensed to Certified Partner will operate in all material respects as described in the applicable documentation for one year from delivery. Certified Partner must notify Loop AI of any program warranty deficiency within one year from delivery. Loop AI also warrants that services will be provided in a professional manner consistent with industry standards. Certified Partner must notify Loop AI of any services warranty deficiencies within 90 days from performance of the deficient services.
LOOP AI DOES NOT GUARANTEE THAT THE PRODUCT WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT LOOP AI WILL CORRECT ALL PROGRAM ERRORS.
FOR ANY BREACH OF THE ABOVE WARRANTIES, CERTIFIED PARTNER EXCLUSIVE REMEDY AND LOOP AI’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF LOOP AI CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, CERTIFIED PARTNER MAY END THE PRODUCT LICENSE AND RECOVER ANY UNUSED, PREPAID TECHNICAL SUPPORT FEES CERTIFIED PARTNER HAVE PAID TO LOOP AI; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES; OR, IF LOOP AI CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, CERTIFIED PARTNER MAY END THOSE SERVICES AND RECOVER THE FEES CERTIFIED PARTNER PAID TO LOOP AI FOR THOSE SERVICES.
NOTWITHSTANDING THE ABOVE, ALL CONTENT PROVIDED BY LOOP AI ON THE PORTAL IS PROVIDED BY LOOP AI ON AN “AS IS” BASIS. LOOP AI DOES NOT GUARANTEE THAT THE CONTENT PROVIDED BY LOOP AI ON THE PORTAL WILL PERFORM ERROR-FREE OR UNINTERRUPTED. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PORTAL IS OBTAINED AT CERTIFIED PARTNER OWN DISCRETION AND RISK AND LOOP AI SHALL HAVE NO RESPONSIBILITY FOR ANY LOSS OR DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR CERTIFIED PARTNER USE OF THE CONTENT ON THE PORTAL.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8 IS SUBJECT TO SECTION 17 (LIMITATION OF LIABILITY).
If a third party makes a claim against the Certified Partner that the Product infringes its intellectual property rights based on Certified Partner authorized use of the Product in accordance with the terms of this Agreement, Loop AI will indemnify the Certified Partner against the claim if the Certified Partner does the following:
notify the Loop AI General Counsel promptly in writing, not later than 30 days after the Certified Partner receives notice of the claim (or sooner if required by applicable law);
give Loop AI sole control of the defense and any settlement negotiations; and
give Loop AI the information, authority, and reasonable assistance Loop AI needs to defend against or settle the claim.
If Loop AI believes or it is determined that the Product may have violated someone else’s intellectual property rights based on the Certified Partner authorized use of the programs in accordance with the terms of this Agreement, Loop AI may choose to either modify the program to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Loop AI may end the license for the applicable program and refund any unused, prepaid technical support fees the Certified Partner has paid to Loop AI. Loop AI will not indemnify the Certified Partner if the Certified Partner alters the Product or use it outside the scope of use identified in the license, in the program documentation or if the Certified Partner uses a version of the Product which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the program which was provided to the Certified Partner. Loop AI will not indemnify the Certified Partner to the extent that an infringement claim is based upon products or services not provided by Loop AI. Loop AI will not indemnify the Certified Partner to the extent that an infringement claim is based upon the combination of the Product with any other products or services not provided by Loop AI. Loop AI will not indemnify the Certified Partner for infringement caused by the Certified Partner actions against any third party if the programs as delivered to the Certified Partner and used by the Certified Partner in accordance with the terms of this Agreement would not otherwise infringe any third party intellectual property rights. Loop AI will not indemnify the Certified Partner for any infringement claim that is based on: (1) a patent that the Certified Partner were made aware of prior to the effective date of this Agreement (pursuant to a claim, demand, or notice); or (2) the Certified Partner actions prior to the effective date of this Agreement. If a third party makes a claim against Loop AI that any information, design, specification, instruction, software, data, or material (“Material”) furnished by the Certified Partner to Loop AI under this Agreement infringes their intellectual property right, the Certified Partner will indemnify Loop AI. This section provides the Certified Partner exclusive remedy for any infringement claims or damages.
10. Term, Termination & Renewal
This Agreement shall remain in effect for 1 year from the membership starting from signature of this Agreement by the Parties. This Agreement may be terminated by either party for any reason and at any time by providing thirty (30) days prior written notice to the other party. If either of the parties breaches a material term of this Agreement (including all its annexes, schedules and exhibits) and fails to correct the breach within 30 days of written specification of the breach, including but not limited to Certified Partner failure to pay the membership fees or to meet the requirements set in the LCP Policies and LCP Requirements, then the breaching party is in default and the non-breaching party may terminate this Agreement. If the Certified Partner becomes insolvent, substantially ceases conducting business, makes a general assignment for the benefit of creditors, or suffers or permits the appointment of a receiver for the Certified Partner business or assets, then Loop AI may terminate immediately this Agreement. If Loop AI ends this Agreement as specified in this paragraph, the Certified Partner must pay within 30 days from notification of the termination all amounts which have accrued prior to such end, as well as all sums remaining unpaid for Products and/or Services received under this Agreement plus related taxes and expenses. If Loop AI ends the license for a program under the Indemnification section, the Certified Partner must pay within 30 days from notification of the termination all amounts remaining unpaid for services related to such license plus related taxes and expenses. Except for nonpayment of fees or if the breach is of a nature, which cannot be corrected, the non-breaching party may agree in its sole discretion to extend the 30-day period for so long as the breaching party continues reasonable efforts to cure the breach. Certified Partner agrees that if Certified Partner is in default under this Agreement, Certified Partner may not use the Loop AI Property. Notwithstanding the terms of Section 16 (Entire Agreement) Loop AI may terminate this Agreement and Certified Partner membership in LCP if Certified Partner breaches the terms of any agreement under which Certified Partner is permitted to distribute Loop AI Products.
Upon termination or expiration of this Agreement, Certified Partner shall cease to be a member of LCP and all of Certified Partner rights to receive the services detailed in this Agreement and the LCP Policies and to use the Loop AI property (including also the licenses of use attached to the Developer, enhanced Support Partner or other Loop AI programs the Certified Partner is involved in) shall cease. Upon termination or expiration of this Agreement Certified Partner shall cease using, and shall return or destroy all copies of the applicable Loop AI Property and shall return, destroy, or refrain from using any information regarding marketing or sales opportunities provided by Loop AI. Furthermore, when Equipment is returned for whatever reason, the Certified Partner shall make sure it has fully and safely removed any information stored or attached to the returned items and that does not belong to Loop AI.
Any renewal of this Agreement shall be subject to Loop AI’s standard terms and fees in effect at such time and shall be at Loop AI’s sole discretion. Certified Partner may apply for renewal of the membership in LCP by acceptance of the terms of the then current LCP agreement, and Loop AI will notify the Certified Partner if it accepts Certified Partner application for renewal. Provisions that survive termination or expiration are those relating to limitation of liability, payment, and others, which by their nature are intended to survive.
By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). The Parties agree to disclose only information that are required for the performance of obligations under this Agreement. Confidential Information shall include, among other items, the Methodologies, the content accessible on the Portal, the terms under this Agreement, and all information clearly identified as confidential at the time of disclosure.
A party’s confidential information shall not include information that (1) is or becomes a part of the public domain through no act or omission of the other party; (2) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (3) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (4) is independently developed by the other party.
The parties agree to hold each other’s Confidential information in confidence for a period of three years from the date of disclosure. On the earlier of (i) three years from the date of disclosure of such Confidential Information; or (ii) termination of this Agreement; each party shall immediately destroy or return all Confidential Information belonging to the other party and all copies thereof as directed by the other party. Upon the request of the other party, a duly authorized officer of each party shall certify in writing to the other party as to the destruction or return of the Confidential Information and all copies thereof. Also the parties agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure. In addition, Certified Partner agree that it may not disclose to investors or potential investors information regarding Loop AI's financial performance or Certified Partner company's financial performance specifically related to Loop AI programs and/or services without prior written consent from Loop AI. Nothing shall prevent (1) either party from disclosing the terms or pricing under this Agreement in any legal proceeding arising from or in connection with the terms of this Agreement, (2) Loop AI from disclosing information about the status of Certified Partner membership in the Loop Certified Partner Program or this Agreement, or (3) either party from disclosing the confidential information to a governmental entity as required by law, providing notice to the other party.
12. Logo License
To promote Certified Partner relationship with Loop AI under this Agreement, Loop AI grants Certified Partner a non-exclusive, non-transferable right to use the Loop AI logos made available to Certified Partner as set forth in the LCP Policies (the “Logos”), provided that Certified Partner continuously meet the applicable criteria and requirements set forth in the LCP Policies and LCP Requirements. Loop AI may modify any of the logos from time to time and Certified Partner shall stop using any prior version following any such modification. Certified Partner use of the logos shall strictly comply with Loop AI’s Logo and Advertising Template Guidelines set forth at the Portal, which may be modified from time to time. Certified Partner shall not use the logos in a manner that misrepresents Certified Partner relationship with Loop AI or is otherwise misleading, or that reflects negatively on Loop AI. All Products and Services in connection with which Certified Partner use the logos shall conform to Loop AI’s quality standards and meet or exceed industry standards. Certified Partner shall cooperate with Loop AI to allow for review of Certified Partner use of a logo and compliance with Loop AI’s quality standards. If Loop AI, in its sole discretion, determines that Certified Partner use of a logo is not in compliance with this Agreement, Certified Partner shall promptly modify or discontinue the use of the logo as directed by Loop AI. Loop AI may change the logos and Logo and Advertising Template Guidelines, and, upon reasonable notice from Loop AI, Certified Partner shall promptly modify use of the logos to conform to any such changed logo or Logo and Advertising Template Guidelines. Certified Partner acknowledges that Certified Partner is granted no rights with respect to Loop AI trademarks except as expressly set forth herein, and agrees that any use of Loop AI trademarks (including the “Logos”) by Certified Partner shall inure to the sole benefit of Loop AI. Certified Partner agrees to provide reasonable assistance to Loop AI in connection with the protection and prosecution of Loop AI trademarks. Certified Partner agrees not to use Loop AI trademarks or potentially confusing variations of Loop AI trademarks as a part of any of Certified Partner trademarks, product names, service names, company name, or Internet addresses.
13. Relationship of the Parties
In all matters relating to this Agreement Certified Partner will act as an independent contractor. The relationship between Loop AI and Certified Partner is that of licensor/licensee. This Agreement does not create a partnership, joint venture, agency, employee/employer, lobbyist/lobbyist employer relationship, or franchisee/franchisor relationship between the parties. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other
party as agent, employee, franchisee, or in any other capacity. Certified Partner acknowledges that in the delivery of any computer consulting services to End-Users Certified Partner is not acting as Loop AI’s agent and Certified Partner agrees to state the same in any services agreement Certified Partner enters into with such End-Users. Nothing in this Agreement shall be construed to limit either party’s right to independently develop or distribute software that is functionally similar to the other party’s product, so long as proprietary information of the other party is not included in such software or used to create such software.
14. Privacy and Data Protection
If Certified Partner provides Loop AI with personal information concerning Certified Partner customers, prospects or employees, Loop AI will only use the information in manners consistent with those specified in this Agreement or any distribution agreements entered into with Loop AI to accomplish their purposes, or as otherwise indicated at the time Loop AI collects such information. This information may be maintained by Loop AI in data centers in the United States or Europe and may be accessed by Loop AI’s global personnel as required for business purposes. Certified Partner agrees to provide all relevant notices and obtain any consents required to share the information with Loop AI.
If Loop AI provides Certified Partner with personal information concerning Loop AI’s partners, customers, prospects, or employees, Certified Partner agrees that it will permit access to and use of such information solely in connection with the sale of Loop AI Products or Services and for the limited purpose(s) for which Loop AI provided it under this Agreement. Certified Partner also agrees to comply with all laws that apply to the use of this information for such purposes.
The requirements of this section do not apply to either party’s direct relationships with its customers which do not involve the other party.
It is Certified Partner responsibility to regularly monitor the Portal referenced in this Agreement. Certified Partner confirms that it has access to the Internet and confirms that prior to entering into this Agreement Certified Partner has read the policies identified in this Agreement and agree to the terms and conditions set out in those policies. Certified Partner undertakes that it will visit the Portal on a regular basis so that Certified Partner is aware of any amendments Loop AI may make to those policies from time to time.
16. Entire Agreement
Certified Partner agrees that this Agreement, including also all the Exhibits, and the information which is incorporated into this Agreement by written reference (including reference to information contained in an URL or referenced policy), together with any applicable additional written terms posted on the Portal related to the Loop AI Property Certified Partner receives from Loop AI under this Agreement and any applicable Loop AI ordering document or online ordering system, are the complete agreement for the Loop AI Property and Certified Partner membership in LCP, and that this Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding the Loop AI Property and Certified Partner membership in LCP. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this Agreement. It is expressly agreed that the terms of this Agreement and any order with Loop AI shall supersede the terms in any purchase order or other non-Loop AI document or non-Loop AI online ordering system and no terms included in any such purchase order or other non-Loop AI document or non-Loop AI online ordering system shall apply to the Products and/or Services ordered. This Agreement and any order with Loop AI may not be modified and the rights and restrictions may not be altered or waived except
in a writing signed by authorized representatives of Certified Partner and Loop AI. Any notice required under this Agreement shall be provided to the other party in writing.
17. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. LOOP AI’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS LOOP AI'S CERTIFIED PARTNER PROGRAM AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE ANNUAL MEMBERSHIP FEES CERTIFIED PARTNER PAID LOOP AI FOR THE RELEVANT YEAR DURING WHICH A CLAIM IS MADE.
Export laws and regulations of the United States and other relevant local or foreign export laws and regulations apply to the programs. Certified Partner agrees that such export control laws govern Certified Partner use of the programs (including technical data) and any services deliverables provided under this Agreement and Certified Partner agrees to comply with all such export laws and regulations (including “Deemed Export” and “Deemed Re-Export” regulations). Certified Partner agrees that no data, information, program and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation or development of missile technology.
This agreement shall be governed by and construed in accordance with the laws of the Republic of Italy, without regards to the principles of conflicting of laws thereof.
Each party (a) agrees that any suit, action or proceeding arising out of or relating to this Agreement shall to be brought solely in the courts of the city of Milan; (b) consents to the exclusive jurisdiction of each such court in any suit, action or proceedings relating to or arising out of this Agreement; (c) waives any objection that it may have to the laying of venue in any such suit, action or proceedings in any such court; and (d) agrees that service of any court paper may be made in such a manner as may be provided under applicable laws or court rules governing service of process.
Nothing contained in the above exceptions shall permit Certified Partner to disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law unless and until notice of such disclosure has been given to Loop AI prior to disclosure and Participant has used reasonable efforts to receive confidential or protected status for the Confidential Information.
If Certified Partner has a dispute with Loop AI, or if Certified Partner wishes to provide a notice under Section 9 (Indemnification) of this Agreement, or if Certified Partner becomes subject to insolvency or other similar legal proceedings, you will promptly send written notice to Loop AI snail mail address specified in the Portal, Attn: General Counsel.
Certified Partner may not assign this Agreement or give or transfer the Loop AI Property or an interest in such Loop AI property to another individual or entity. If Certified Partner has acquired a Perpetual License and grants a security interest in the Equipment, the secured party has no right to use or transfer the Equipment.
Except for actions for nonpayment or breach of Loop AI’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.
Upon 45 days written notice, Loop AI may audit Certified Partner use of the Loop AI Property. Any such audit shall not unreasonably interfere with Certified Partner normal business operations. Certified Partner agrees to cooperate with Loop AI’s audit and provide reasonable assistance and access to information including but not limited to relevant books, records, agreements, servers, technical personnel, and order reporting systems. Certified Partner agrees to pay within 30 days of written notification any fees applicable to Certified Partner use of the Loop AI Property in excess of your license rights. If Certified Partner doesn’t pay, Loop AI can end your technical support, licenses, your LCP membership and this Agreement, and/or may choose not to accept the Certified Partner's application to renew this Agreement at such time of renewal. Certified Partner agrees that Loop AI shall not be responsible for any of Certified Partner costs incurred in cooperating with the audit.
Loop AI shall not have any liability to Certified Partner for any claims made by third parties arising out of Certified Partner use of Loop AI trademarks (including the “Logos”). Certified Partner agrees to indemnify Loop AI for any loss, liability, damages, cost or expense (including attorneys’ fees) arising out of any claims which may be made against Loop AI arising out of Certified Partner use of the logos where such claim relates to Certified Partner activities, products or services. Notwithstanding the above, Certified Partner shall have no obligation to indemnify Loop AI with respect to a claim of trademark or copyright infringement based upon Certified Partner use of the logos as expressly permitted under this Agreement.
Certified Partner agrees to comply with the terms of the Loop AI Labs Code of Conduct and Loop AI Labs Acceptable Usage Policy, which is Annexed hereto and available at the Portal. Certified Partner agrees that any violation of this section constitutes just cause for the immediate termination by Loop AI of this Agreement without any liability incurred by Loop AI to you.
The Uniform Computer Information Transactions Act does not apply to this Agreement.
20. Force Majeure
Neither of the parties shall be responsible for failure or delay of performance if caused by: an act of war, hostility, terrorism, or sabotage; act of God; earthquake, tsunami, flood, heavy snowfall, drought, pandemic, electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Both the parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of the parties may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for programs delivered or services provided.
BY EXECUTING THIS AGREEMENT, LOOP AI AND CERTIFIED PARTNER (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 CERTIFIED PARTNER, AND (3) THIS AGREEMENT CONSTITUTES A BINDING AND ENFORCEABLE OBLIGATION BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties have caused this Agreement and the Exhibits to be executed by their duly authorized representatives as of the Effective Date.
Exhibit 1 (Loop Ai Labs Certified Partner Program Policies), Exhibit 2 (Loop Ai Labs Certified Partner Program Requirements), Exhibit 3 (Loop AI Labs Code of Conduct) and Exhibit 4 (Loop AI Labs Acceptable Use Policy)
LOOP AI LABS CERTIFIED PARTNER PROGRAM POLICIES
This document describes the current policies applicable to your membership in the LCP. Loop AI may change the content of this document at its discretion. Please read these policies carefully as they contain the specific terms applicable to the LCP and are incorporated into the terms agreed to in the LCP Agreement.
1. Membership and Benefits Overview
1.1 LCP Membership Fees. The annual LCP Membership fee is as set forth in the schedule in Exhibit 2 (plus applicable local taxes) and is due on receipt of the invoice after enrollment. If you are permitted to pay by purchase order, you must send a copy of the purchase order by mail or fax to Loop AI within 3 days of enrollment.
1.2 LCP Benefits and Resources. As a member of the LCP, you may receive tools and resources to support your business cycle within the LCP program. Please review the LCP Resources and Benefits by Membership Level table to determine which benefits your membership level may entitle you to receive. This Benefits and Resources table is incorporated into this policy document by reference and is subject to change at Loop AI’s discretion.
LCP Education Benefits Terms and Conditions:
The Education training benefits and discounts provided to you as an LCP member are for use solely in support of your employees’ readiness and effectiveness in their roles using Loop AI technologies in Loop AI related activities as described by and pursuant to the terms of your LCP Agreement and any applicable LCP Enhanced Support Partner Program Agreement(s).
LCP Education training benefits and discounts may not be used in support of your internal use of any Loop AI licensed products.
LCP Education training benefits and discounts may not be used in order to perform a competitive evaluation or to build a similar or competitive product or service or to develop competitive sales readiness for members’ sales teams offering products in competition with Loop AI programs.
LCP Education training discounts and benefits cannot be extended to your end users, nor can they be used by you to provide training to your end users.
LCP Education training discounts and benefits are not transferable and may not be redistributed.
2. Development License
So long as you are in good standing with Loop AI, continue to meet the Membership Level Guidelines and Program Entry Qualification Criteria, and meet the Staff Competency requirements as set forth on the LCP, then pursuant to the terms of your LCP Agreement or Enhanced Support Partner Program Agreement, you will have access to one cloud base development license for the Loop Learning Appliance and the Loop Reasoning Appliance.
3. Technical Support
You can access technical support services from Loop AI as specified in the LCP Resources and Benefits by Membership Level table.
4. Methodology/Engagement Materials
Loop AI may provide methodology and engagement materials to you in support of your LCP membership. These engagement materials may include, but are not limited to: training, implementation tools, technical support, and resources. Loop AI shall at all times retain all rights, title, and interest, including intellectual property rights, in the Methodology/Engagement Materials.
5. Support Services
Loop AI may provide support services and materials to you in support of your LCP membership.
6. LCP Solutions Catalog
As described in the LCP Agreement, you may be permitted to enter information regarding your Loop AI-based software solutions into the LCP Solutions catalog.
7. Additional Loop AI Resources
During the term of your LCP Agreement, from time to time, Loop AI may provide you with access to Loop AI materials and services as described in the LCP Benefits and Resources by Membership Level table. Your use of the additional materials and/or services shall be subject to the terms of the LCP Agreement, these policies, and any additional written terms posted on the LCP website related to the additional materials and/or service.
Loop AI Labs Code of Conduct
Questions about this Code of Conduct and reports of violations should be directed to firstname.lastname@example.org.
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.
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 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.
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 email@example.com. 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.