Last updated: May 21, 2019
- You subscribe to our services for a specific term (annual, half-yearly, quarterly, or monthly), and your subscription gets renewed automatically at the end of each term.
- If you wish to cancel your account, you can do so from Shopify console. Upon cancellation, your data is deleted from our servers within 24 hours of receiving the request.
- Loopclub can terminate the contract by giving 2 weeks notice. In such cases fund will be processed as per the guidelines of Shopify.
- If you use our services, we can use your business logo on our websites for promotional purposes.
Terms of Service
This agreement is entered between Loopclub, having its office in Bangalore, India, hereinafter referred to as "Company/we/Loopclub" and the payer or/and the recipient of services hereunder identified as part of the subscription process for our Services, hereinafter referred to as “You” or “Customer”.
Please understand that by accepting these terms and conditions, Customer represents and warrants that Customer is major and thus legally capable to enter into a contract and in case Customer is acting on behalf of some business entity, Customer is duly authorized to enter into agreement on behalf of the entity Customer is representing. Customer also represents and warrants that Customer is not a competitor of Loopclub.
Therefore, by clicking “I agree”, ordering, and/or using Loopclub's services, Customer agrees to be bound by all of the terms and conditions of this agreement (hereinafter referred to as the agreement).
Now whereas Customer and Company both hereby agree to the terms & conditions hereinafter mentioned:
1. Scope of Service
Loopclub offers Recommendation Kit services (the Service) which includes the following:
Shopify Embedded Interface (the “Dashboard”). The service is hosted at the domain managed by Loopclub. Loopclub will offer Technical Support for the Service. For any issue relating to the Service, Customer may contact Loopclub's technical support by sending an email to [email protected]
Only Customer or Customer’s authorized user(s) may contact Loopclub's technical support.
2. Free Trial
If a Customer registers for a free trial of the Services, Loopclub will make the Services available on a trial basis and free of charge to the Customer until the earlier of
- the end of the free trial period or the start date of Customer’s subscription.
- If Loopclub includes additional terms and conditions on the trial registration Web page, those will apply as well. During the free trial period,
- the Services are provided “as is” and without a warranty of any kind,
- Loopclub may suspend, limit, or terminate the Services for any reason at any time without notice, and
- Loopclub will not be liable toward Customer for damages of any kind related to Customer’s use of the Services. Unless Customer subscribes to the Services before the end of the free trial, all of Customer’s data on the Service may be permanently deleted at the end of the trial and Loopclub may not be able to recover it.
It is hereby clarified that the Recommendation Kit Beta Product or Service may contain bugs, errors, omissions, and other problems; and Loopclub will not provide any support and maintenance for its beta Recommendation Kit Products or Services. The Recommendation Kit Beta Product or Service may not operate correctly and may be substantially modified prior to first commercial availability, or may be withdrawn at any time. Although Loopclub will make best possible efforts to intimate users of Recommendation Kit Beta Product or Service about any modification or termination of the Recommendation Kit Beta Product or Service ahead of time, Loopclub reserves the right to modify or terminate the Recommendation Kit Beta Product or Service and Customer’s access to the Recommendation Kit Beta Product or Service for any reason, without notice, at any time, and without any liability to Customer. Once the Recommendation Kit Beta Product or Service is terminated, Loopclub will not be obliged to provide continued access to data collected during the testing period. However, Loopclub shall delete the data collected during the Beta phase upon receipt of a written request for deletion of such data by Customer.
3. Lawful use of the services
Customer hereby agrees to use the Services of Loopclub only in an authorized manner as per the terms of this Agreement. In case it is found that Customer’s use of Services violates the terms of this Agreement or any other law, rule or regulation enacted by the concerned authorities from time to time, Loopclub reserves the right to terminate the Agreement with immediate effect.
4. Loopclub's Responsibilities, Representations, and Warranties
- In the performance of Services, Loopclub agrees to:
- perform the Services to the best of its ability and with the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
- liaise with Customer through Customer’s coordinator on matters related to the use of, and the identification and resolution of errors in the Service; however, this shall not include the provision of training services;
- proceed according to Customer’s reasonable instructions for the disposition of Customer’s data and supplies on the termination of the Agreement.
5. Customer’s Responsibilities, Representations, and Warranties
- Customer agrees to:
- provide all necessary data and any special forms or other required materials or information to Loopclub on schedule or in a timely manner to enable Loopclub to provide the Services;
- ensure accuracy, legibility and completeness of all data supplied to Loopclub and be solely responsible for the results obtained from Customer’s use of any of the Services;
- liaise with Loopclub through a coordinator Customer will identify, on matters related to the Services, and authorize that coordinator to make decisions on behalf of Customer in relation to the implementation of this Agreement and the Services and any changes thereto; and
- control, and be responsible for the use of, account information, user ids, and passwords related to the Services, where required
- Customer Representations: Customer represents and warrants to Loopclub that:
- the information Customer has provided for the purpose of establishing an account with Loopclub is accurate.
- Customer has complied with and will continue to comply with all applicable laws, including privacy laws, and has obtained and will continue to obtain the requisite privacy consents in the collection and use of all information that may be collected on any website or maintained on any server hosted by Loopclub.
- Using the Services, Customer shall not collect and/or store any information which can be recognized by Loopclub as personally identifiable information other than as Agreed in the data protection Agreement if any signed between Customer and Loopclub. If Customer wants to store any personal information, it needs to be encrypted and hashed at Customer’s end.
6. Term, Termination, and Suspension of Service
- Initial Term:
The initial subscription term shall begin on the effective date of Customer subscription and expire at the end of the period selected during the subscription process.
- Renewal of Term:
Unless one of us deletes the app from Shopify, the paid subscription and this Agreement will automatically renew for the period selected by the customer in its latest term (“Renewal Subscription Term”). The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided in our standard pricing available at https://recommendations.loopclub.com. Should you decide not to renew, you may send the notice of non-renewal by email to [email protected] or use the cancellation option within the Shopify interface.
- Termination/Suspension by Loopclub:
Loopclub may terminate this Agreement or suspend the Services before the end of the Term without liability:
- On 2 weeks' notice to Customer, if Customer is overdue on the payment of any amount due under this Agreement.
- If Customer materially violates any other provision of this Agreement and fails to cure the violation within 10 days’ notice in writing from Loopclub, describing the violation in reasonable detail; or
- Immediately on written notice upon Customer becoming insolvent or bankrupt within the meaning of the Bankruptcy and Insolvency Laws.
During suspension, Customer will not be able to access the Services. Loopclub will use commercially reasonable efforts to give Customer an advance notice in writing of suspension of Service unless a law enforcement or governmental agency directs otherwise or suspension without notice is necessary to protect Loopclub or its other customers.
- Following termination:It is agreed that in case of termination, the fees owed to Loopclub as per this Agreement will not be cancelled or waived. Customer’s data and account settings shall be irrevocably deleted within 30 days from the date of termination. It shall be Customer’s exclusive responsibility to secure all necessary data from Customer’s account prior to termination.
7. Fees, Billing, Taxes, Charges
The fees set forth in the order form created at the outset of Customer’s account shall be effective for the Initial Term and each renewal Term of this Agreement, provided that Loopclub shall have the right to revise these fees at any time upon thirty (30) days’ written notice to Customer. In the event that Customer does not agree with such fee revision, Customer shall have the right to terminate this Agreement upon 2 weeks' written notice, provided that such notice of termination must be received within thirty (30) days from the date of notice of fee increase.
- Billing and Payment Arrangements:
Loopclub will bill Customer on an annual/monthly/quarterly/half-yearly or any other mutually agreed period basis for all recurring fees. The payments will be made in accordance with terms recommended by Shopify.
Customer acknowledges that all applicable taxes, duties, or government levies whatsoever are not included in the fees and expenses charged under this Agreement. Customer will make timely payment of all such taxes, duties, or government levies related to this Agreement.
8. Modification of Terms and Conditions
Loopclub may update, amend, modify, or supplement the terms and conditions of this Agreement from time to time and will use reasonable efforts to notify Customer regarding the same. Customer is responsible for regularly reviewing the most current version of this Agreement at any time here. If at any time Customer does not agree with any amendment, modification or supplement to the terms and conditions of this Agreement, Customer may terminate this Agreement for convenience, as per Clause 6 mentioned aforesaid. Customer’s continued use of Customer’s account and/or the services after the notice period will be conclusively deemed as acceptance by Customer of any such modifications or amendment.
9. Limited Warranty: Limitation of Damages
- Loopclub provides the Service “as is”. Customer expressly agrees that use of the Service is at Customer’s sole risk. Loopclub and its subsidiaries, affiliates, officers, employees, agents, partners, vendors, and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Customer hereby agrees that the terms of this Agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement.
- Loopclub and its subsidiaries, affiliates, officers, employees, agents, partners, vendors, and licensors shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the Service or from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission, regardless of whether Loopclub has been advised of such damages or their possibility.
- Customer is fully responsible for the content of the information and data passing through Loopclub network or using the Services and for all activities that Customer conducts with the assistance of such Services.
- Notwithstanding anything to the contrary contained in this Agreement, Loopclub's aggregate liability under or in connection with the Agreement, whether arising from contract, negligence, or otherwise, shall in any event not exceed the amount paid by Customer under the Agreement in the preceding 6 months.
10. Software and Intellectual Property Rights
- Ownership of Intellectual Property Rights:
All Intellectual Property Rights, including any Software, owned by a party, its licensors or subcontractors as on the effective date of this Agreement shall continue to be owned by such party, its licensors or subcontractors and, except as expressly provided in this Agreement, the other party shall not acquire any right, title or interest in or to such Intellectual Property Rights. Loopclub shall own all rights, titles, and interests in and to any materials created or developed by Loopclub or its subcontractors for its internal use or for assisting Customer in the provision of the Services; and Customer shall own all rights, titles, and interests in and to any Intellectual Property Rights resulting or based on any work product created or developed exclusively for Customer under this Agreement, if fully paid for by Customer.
- Right to use logo:
Customer agrees to let Loopclub use its organization’s logo in Loopclub's customer list and at other places on its website (including but not limited to Recommendation Kit) and promotional materials, including press releases. This clause will survive expiry or termination of this Agreement.
- License of Customer Software and Intellectual Property:
Customer agrees to grant to Loopclub, solely for Loopclub’s provision of the Services, access to any tool or application used by Customer and required by Loopclub in order to troubleshoot and perform its Services, license during the Term to use any Intellectual Property Rights, including any Software, owned by or licensed to Customer by third parties and that is necessary for providing the Services to Customer and otherwise, performing its obligations under this Agreement. With respect to any Intellectual Property Rights and Software used by Loopclub to provide the Services, Customer represents and warrants that: (a) Customer is either the owner of such Intellectual Property Rights or Software or is authorized by its owner to include it under this Agreement; and (b) Loopclub has the right during the Term to use such Intellectual Property Rights and Software for the purpose of providing the Services to Customer as contemplated by this Agreement.
- No Assurance of Compatibility:
Customer acknowledges that Loopclub makes no representation, warranty, or assurance that Customer’s equipment and software will be compatible with Loopclubs equipment, software and systems, or the Services.
- Loopclub will not use any of Customer’s Confidential Information except in connection with the performance of the Services or the exercise of its rights under this Agreement and will take all reasonable precautions to maintain the confidentiality of Customer’s Confidential Information and to prevent unauthorized disclosure to others of the Confidential Information. Loopclub shall implement industry-standard security procedures, such as appropriate firewall, encryption and access security measures to safeguard Confidential Information.
- Loopclub shall only disclose Confidential Information to those of its employees and permitted agents and subcontractors who have a need to know and require access to the Confidential Information as may be reasonably necessary in exercising Loopclub’s rights and performance of the Services under this Agreement. Notwithstanding anything contrary to this Agreement, Loopclub will not be required to keep confidential, and may use or license without restriction, any ideas, concepts, know-how or techniques related to information processing which are developed by Loopclub in the performance of Services.
- Notwithstanding the foregoing, Loopclub shall be permitted to:
- monitor Customer’s use of the Services;
- report to the appropriate authorities any conduct by Customer (or Customer’s customers or end users) that Loopclub reasonably believes violates any applicable law;
- provide any information, including Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from a law enforcement or government agency; and
- Disclose Customer’s name with its other customers as reference or as part of case studies and testimonials that Loopclub is providing the Services to Customer at such places as Loopclub may deem fit.
Parties shall indemnify, defend, and hold harmless each other (and their subsidiaries, affiliates, officers, employees, agents, partners, mandatories, vendors, and licensors) of any and all Claims (including third-party Claims) arising as a result of or in relation to any breach of this Agreement or fault by the other party. Customer shall indemnify Loopclub in relation to any activities conducted by Customer through the Services, or otherwise in relation to “Customer’s” products or services.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India. Customer agrees, in the event any claim or suit is brought in connection with this Agreement, it shall be brought to the exclusive jurisdiction and venue of the courts of Bangalore, India. In any action to enforce this Agreement, including, without limitation, any action by Loopclub for the recovery of fees due hereunder, Customer shall pay reasonable attorney’s fees and costs in connection with such action.
In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement; and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
No waiver by Loopclub of any breach by Customer of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto and then only to the extent expressly set forth in such writing.
Neither party may assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of the other party, which shall not be withheld unreasonably; provided that Loopclub may assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part:
- to an affiliate of Loopclub; or
- in connection with a merger, amalgamation, or sale of all or a substantial part of the business of Loopclub, which assignments and/or transfers shall operate novation and discharge Loopclub hereunder. A change of control of Customer shall be deemed to be an assignment and transfer hereunder and shall be governed by the requirements of this provision.
The terms and conditions along with privacy policies with all references, constitute the sole and entire Agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior terms and conditions which were agreed by Customer.