Last Revised: September 2016
These Terms & Conditions (“Terms“) are entered into by and between you (“Company“) and InLoop Incorporated (“InLoop“). These Terms form an integral part of your online order (the “Order“). The Terms and the Order are collectively referred to herein as the “Agreement“. By submitting the Order to InLoop, Company indicates that it has read and consents to these Terms.
- Services; Fees. During the term and subject to payment of the fees specified in the Order, InLoop shall provide Company: (a) advertising inventory, including InLoop’s display and/or distribution of the Company Materials (as defined below) (“Content Delivery System“) and (b) InLoop’s analytics platform containing InLoop’s data package insight (which includes, inter alia, usage statistics, streams or viewership levels, ad campaign monitoring and tracking, etc.) (“Analytics Platform“). Content Delivery System and the Analytics Platform are collectively referred to herein as the “Service(s)“. If you have a one (1) year subscription and pay all the fees in advance you will be entitled to a ten (10) percent discount. All amounts payable hereunder are exclusive of any value added tax (VAT), use or sales taxes or similar taxes. Except for taxes on InLoop’s income, Company agrees to pay all applicable taxes or charges imposed by any government entity applicable to the Services. You are responsible for paying all fees and amounts payable and due even if you do not actually access, enjoy or otherwise benefit from the Services. If any such taxes or charges have to be withheld or deducted from any payment under this Agreement, Company shall gross-up the payment under this Agreement by such amount to ensure that after such withholding or deduction InLoop shall receive an amount equal to the payment otherwise required. Past due amounts will bear interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by law, if lower). InLoop may use third party collection agencies for the collection of overdue amounts. Company agrees to pay all collection agency fees and expenses, and other costs of collection, including reasonable attorneys’ fees and court costs, which may be incurred by InLoop in pursuing and collecting payment.
- Refund Policy. All fees and amounts payable or due by you are non-cancellable and non-refundable. If you terminate your subscription before the end of the applicable subscription or billing period you will be obligated for all fees and amounts payable and due for the entire applicable subscription or billing period.
- Positioning; Scheduling. Positioning and scheduling of the Company Materials shall be at InLoop’s sole discretion. InLoop reserves the right to cancel any advertising space, or time reservation at any time.
- License. Depending on the specific Service Purchased in the Order (and during the term specified therein) and subject to these Terms, InLoop hereby grants to Company a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, fully revocable license, to (a) serve the Company Materials through InLoop’s Content Delivery System, and/or (b) access and view the Analytics Platform solely for its internal business purposes. Company may not make any use of the Services in whole or in part in any manner not expressly permitted by these Terms.
- Information. As between the parties, InLoop shall own all right, title and interest in and to any data generated as a result of the use of the Services (including personally identifiable information). Company will have no rights in or to any such information under this Agreement.
- Ownership and Use Restrictions. InLoop shall own all right, title and interest (including, without limitation, any and all intellectual property rights) in and to the Services. Except as expressly specified in these Terms, Company will not and will not permit others to: (a) use, copy, create derivative works of or modify the Services or any part thereof (excluding the Company Materials); (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Services (excluding the Company Materials) to any other person or entity; (c) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms or with any applicable law; or (d) disassemble, decompile, attempt to derive the source code of, or otherwise reverse engineer the Services or any part thereof, in whole or in part.
- Company Materials. Materials and content (in any form) provided uploaded by Company, such as ad materials, native advertising, videos, banners or other commercial content) for the purpose of being displayed and/or distributed via the Content Delivery System (“Company Materials“), shall be provided at Company’s expense and in accordance with InLoop’s content policies. InLoop will not be responsible for any Company Materials that are not properly displayed or that cannot be accessed or viewed due to Company’s failure to submit such Company Materials in the proper form, in a timely manner, or in an acceptable technical quality. Company is solely responsible and liable for the accuracy, correctness and legality of the Company Materials. Subject to these Terms, Company hereby grants to InLoop a royalty-free, non-exclusive and revocable license, during the term specified in the Order, to use, reproduce, modify, distribute, transmit, display, host, store and/or access the Company Materials. InLoop may edit, revise, reject or take down any Company Materials which are, in its discretion, in breach of Company’s warranties below. If practicable, InLoop will attempt to notify Company of any such action, after which InLoop, in its sole discretion, may terminate this Agreement without liability upon written notice to Company.
- Term; Termination. This Agreement comes into effect on the earlier of (a) Company’s submission of the Order, or (b) Company’s first use of the Services. This Agreement will remain in force until terminated in accordance with this Agreement. InLoop may terminate this Agreement on thirty (30) days prior written notice. In addition, InLoop may terminate this Agreement upon written notice if Company defaults on any payment or otherwise breaches this Agreement. You may terminate this Agreement upon the provision of written notice of at least thirty (30) days prior to the next subscription or billing period. If you have an annual subscription, your subscription shall automatically renew for an additional one (1) year period if you did not provide the applicable notice in accordance with the previous sentence. Notice of termination may be provided by you through your account management page or by sending an email to
support@InLoop.com. Without derogating from the provision of Section 1, upon any termination, (a) all fees and amounts due under this Agreement through the end of the applicable subscription or billing period will become immediately due and payable, (b) the licenses granted hereunder shall expire, and Company shall have no further access to the Services. Upon any expiration or termination of this Agreement, the following Sections shall survive: 5, 6, and 8-13.
- Warranties. Company represents and warrants that: (a) it has the full corporate right, power, and authority to enter into this Agreement; (b) the execution of this Agreement by it, and the performance of its obligations and duties hereunder, do not and will not breach any agreement to which it is a party or by which it is otherwise bound; (c) it possesses all consents, licenses, permits and/or other rights necessary to grant InLoop the licenses included under these Terms; and (d) it complies with all applicable laws and regulations. Company represents and warrants that the Company Materials, including the use of all marks, images, videos music, works of authorship and other materials and content contained, reflected or embodied therein, including the use thereof by or on behalf of InLoop (i) do not and will not violate any applicable law, ordinance, rule, regulation, and/or guideline (including, but not limited to, any law relating to false or deceptive advertising), (ii) do not and will not be libelous or defamatory, (iii) do not and will not infringe any rights of any third party, including, but not limited to, any contractual, patents, copyrights, trademark or trade secret rights or other intellectual property right, and/or any right of privacy or publicity and Company is solely responsible for securing, maintaining, and paying for all applicable intellectual property rights and licenses in connection with such intellectual property rights, (iv) do not and will not result in any consumer fraud, product liability, tort, breach of contract, injury, damage, or harm of any kind to any person or entity, (v) are not and shall not be false or misleading, (vi) are and shall be free from any viruses, Trojan horses, trap doors, back doors, worms, cancelbots, or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system data or personal information.
- Indemnification. Company will indemnify, defend and hold harmless InLoop, its affiliates, and its and their employees, officers, shareholders, directors and agents from and against any and all expenses, costs, and losses of any kind (including reasonable attorneys’ fees and costs) incurred in connection with (i) any breach or alleged breach of its representations and warranties herein, (ii) any Company Materials and/or (iii) to the extent applicable, any websites or other materials promoted within or to which users can link via any Company Materials.
- DISCLAIMER. ANY SERVICES, PROVIDED HEREUNDER ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. INLOOP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO ANY SERVICES PROVIDED BY INLOOP HEREUNDER. INLOOP DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE OR WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE OF ERRORS, VIRUSES OR INTERRUPTIONS. IN ADDITION, INLOOP DOES NOT GUARANTEE THE SUCCESS OF ANY ADVERTISING CAMPAIGNS MADE BY IT (IF ANY) ON BEHALF OF THE COMPANY.
- LIMITATION OF LIABILITY. NEITHER INLOOP, NOR ANY THIRD PARTY PROVIDING THE SERVICES TO OR FOR THE BENEFIT OF INLOOP (COLLECTIVELY “INLOOP VENDORS“), WILL BE LIABLE TO COMPANY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, OR LOSS OF DATA), ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF WHETHER INLOOP OR SUCH INLOOP VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE AGGREGATE LIABILITY HEREUNDER OF INLOOP AND INLOOP VENDORS WILL BE LIMITED TO THE AMOUNTS ACTUALLY PAID TO INLOOP BY COMPANY IN THE PREVIOUS TWELVE (12) MONTHS IN CONNECTION WITH THE SERVICES OUT OF WHICH THE CLAIM ARISES.
- Miscellaneous. No delay or omission by InLoop to exercise any right or power shall impair any such right or power or be construed to be a waiver thereof. A waiver by InLoop of any term, condition or agreement to be performed by Company or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or or any other term, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless presented in writing to InLoop and signed by an authorized representative of InLoop. Company may not resell, assign, license or transfer any of its rights or obligations under this Agreement without InLoop’s prior written consent. InLoop may assign or transfer any of its rights or obligations hereunder without notice. This Agreement may be extended to cover additional Services or time periods upon the same terms and conditions, each such extension shall be reflected in an appropriate Order. InLoop will not be responsible for delays or failures of performance resulting from acts beyond its reasonable control. Should any provision of this Agreement be deemed unenforceable, such provision will be restated, in accordance with applicable law, to match most closely the intentions of the parties, and the remainder of this Agreement will remain in full force and effect. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements. Except if explicitly otherwise set forth in an Order, in the event of any inconsistency between these Terms and an Order, these Terms will control. This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. The competent courts and tribunals situated in the Commonwealth of Virginia shall have sole and exclusive jurisdiction in any dispute or controversy arising out of or relating to this Agreement. This Agreement cannot be modified except in a writing that is signed by both parties.
I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
Last Revised: July 16, 2012
InLoop Ltd. and its affiliates (“Company” or “we”) welcome you, the subscriber (“User”) to our Industry Tracker (defined below) service that enables you to create personalized news feed which will help you to stay up-to-date with all the industry news you most interested in and follow respective Exhibitors (defined below) that you have interest in (the “Service”). The Service is available on our site at http://www.[site].myindustrytracker.com (the “Site”) and you can sign up to it with your Linkedin, Twitter or Facebook social account or with your email address.
- The Service. We offer personalised news feed service (“Industry Tracker”), where Users may receive updates on various exhibitors and suppliers that supply products and services (“Exhibitors”) in your field of interest. You can join this Industry Tracker service through our Site and/or Social Network and receive news feeds, updates and renewals with respect to products and services in specific categories you are interested in and specific Exhibitors you are interested in. Our Service aims to track down all updates and renewals in various fields of interest and contains information regarding many Exhibitors active in various fields and services and their respective products and services. We collect and receive the information we provide to you via the Service from exhibition organizers (“Organizer/s“), worldwide publically available databases, such as trade associations, and from the Exhibitors sites, catalogues and various publications. By registering with the Industry Tracker Service, you can simply receive information you seek in your business field from multiple sources, all located together in one feed so that we can make it easier and efficient for you to better learn and know your market. Company is taking great efforts to publish authentic and truthful information through the Service; however, such information, including the availability, description and the prices of products included therein are provided by third parties such as Exhibitors and associations’ sites and databases and not by the Company.. Therefore, Company is not and shall not bear any responsibility or be liable for any inaccuracy or misleading information provided to you through the Service, nor is Company liable or shall be liable for any consequences resulted from your reliance upon or use of such information obtained through the Service, including with respect to any products eventually sold to you by Exhibitors; Any transaction made through the Service is between a you and an Exhibitor only and the Company is not a part thereto and shall not bear any liability with respect thereto in any circumstances. All Users are recommended to carefully and thoroughly examine and check with the respective Exhibitors all necessary details prior to any execution of a transaction online!
- Use Restrictions. There are certain conducts which are strictly prohibited on the Site and the Service. Please read the following restrictions carefully. Your failure to comply with any of the provisions set forth herein may result in the termination of your registration to the Service or access to the Site or the Service and may also expose you to civil and/or criminal liability. You, by yourself or anyone on your behalf, may not: Use the Site and the Service for any illegal, unlawful or unauthorized purposes; Use the Site and the Service in any form of spam, unsolicited mail or a similar conduct. Interfere with or violate Users’ rights to privacy and other rights, or harvest or collect data and information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other automatic device, process or method to access the Site or the Service and retrieve, index and/or data-mine information; Interfere with or disrupt the operation of the Site, the Service or the servers or networks that host the Site and the Service, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks; Impersonate any person or entity or provide false information and/or contact details about yourself on the Site or through the Service, whether directly or indirectly; Falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company or any third party endorses you, your website, your business or any statement you make, or present false or inaccurate information about the Site or the Service; Transmit, distribute, display or otherwise make available through or in connection with the Site or the Service any content, which may infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content; Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our platform infrastructure or that may otherwise adversely affect the User’s experience in connection with the Site or the Service; Bypass any measures we may use to prevent or restrict access to the Site or the Service; Copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Site or the Service in any way; Create a browser, frame, border environment or GUI around The Site.
- Intellectual Property Rights. The Site, the Service and the Intellectual Property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, copyrightable materials, graphics, text, designs (including the “look and feel” of the Site), specifications, methods, procedures, algorithms, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered (collectively, “Intellectual Property”), are owned and/or licensed to the Company and subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions.
- USER REPRESENTATIONS AND UNDERTAKINGS 7.1. As a condition for your use of the Service, you hereby represent and warrant that: You possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms, and to fully perform your obligations hereunder; The execution of the Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject; and You will not infringe or violate any of the Terms. 7.2. You acknowledge and agree that: Company may discontinue your use of the Service in its sole discretion with or without any reason or prior notice; The Company may integrate commercials and advertisements, whether within or beside the Site or the Service. All the information contained in such commercials and advertisements belongs solely to the advertisers and the Company makes no warranties or representations as to such advertisements, whether or not the Company has control over such advertisements. The Company, advertisers and/or third-parties related thereto may be entitled to certain shares of the earnings for such commercials. You agree, acknowledge and consent that you will not be entitled to any compensation of any kind whatsoever with respect to such monetary amounts.
- Trademarks and Trade names “InLoop”, “Industry Tracker” and all other proprietary identifiers used by the Company in connection with the Site and/or the Service (“ Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site or the Service, including of Exhibitors, belong to their respective owners (“ Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Company Trademarks or the Third Party Marks.
- Disclaimer and Warranties. THE SITE AND SERVICE, INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION, INCLUDING EXHIBITORS’ PRODUCTS’ INFORMATION, RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SITE AND/OR THE SERVICE AT ANY TIME OR TO DISCONTINUE DISPLAYING OR PROVIDING ANY INFORMATION, CONTENT OR FEATURES WITHOUT A NOTICE TO YOU. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE OR THE SERVICE, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY, OR QUALITY OF THE SITE OR THE SERVICE, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION, INCLUDING EXHIBITORS’ PRODUCTS’ INFORMATION RECEIVED THROUGH THE SITE OR THE SERVICE.
- Limitation of Liability. THE USE OF THE SITE AND THE SERVICE IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SITE OR THE SERVICE, OR THE USE OR INABILITY TO USE THE SITE OR THE SERVICE, REGARDLESS OF WHETHER THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE LIABILITY IS MANDATORY, IN WHICH EVENT LIABILITY FOR DAMAGES SHALL BE LIMITED TO TEN US DOLLARS ($10).
- Indemnification. You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Site or the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party rights, including without limitation any Intellectual Property rights or privacy right of such third party; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site or the Service. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
- General 13.1. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. 13.2. Any claim relating to the Site, the Service or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles. 13.3. Any dispute arising out of or related to the Site or the Service will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. 13.4. If any provision of this Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Terms and will not affect the validity and enforceability of any remaining provisions. 13.5. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. 13.6. These Terms constitutes the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company. 14. For Information or Questions Please Contact: InLoop Ltd.
Address: 1 Hanagar Street, Hod-Hasharon 45240, ISRAEL
Phone: 972- (9) 744 3040
Fax: 972- (9) 744 3070