1 Acceptance of Terms.

1.1 LoopFuse, Inc (“LoopFuse,” “us” or “we”) provides its Service to You through its web site located at www.loopfuse.net and associated URL’s (the “Site”), subject to these Terms of Service agreement (“TOS”). By accessing or using the Service or Site, You acknowledge that you have read, understood, and agree to be bound by these TOS. If You are entering into these TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these TOS, You must not accept these TOS and may not use the Service.

1.2 LoopFuse may change these TOS from time to time without prior notice. You can review the most current version of these TOS at any time at http://www.loopfuse.com/terms-of-service.php. The revised TOS will become effective our posting them to the Site. By accessing or using the Service or Site after we post the revised TOS, You acknowledge that You have read, understood, and agree to be bound by the revised TOS. If any change to these TOS is not acceptable to You, Your only remedy is to stop accessing and using the Service.

2 Description of Service.

The “Service” includes (a) the Site, (b) the on-demand LoopFuse OneView Marketing Automation system, tools and services provided through the Site and by the LoopFuse API made available via the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services, or developed via the LoopFuse API (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to these TOS.

3 General Conditions; Access and Use of the Service.

3.1 Subject to the terms and conditions of these TOS, You may access and use the Service only for Your internal business purposes as contemplated by these TOS. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these TOS; (b) use the Service to process data on behalf of any third party unless You are contractually allowed to do so, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.

3.2 Subject only to the limited right to access and use the Service expressly granted to You under these TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to LoopFuse. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with LoopFuse, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.

3.3 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of Your login and account and are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as Your plan allows.

3.4 LoopFuse reserves the right to access any or all Your accounts in order to respond to Your requests for technical support. We shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. We will not disclose Your data except if compelled by law or if permitted by You.

3.5 You understand that the technical processing and transmission of the Service, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to LoopFuse’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. LoopFuse will use reasonable efforts to publish on the site or notify You of any planned downtime of the Service.

3.6 The failure of LoopFuse to exercise or enforce any right or provision of these TOS shall not be a waiver of that right. You acknowledge that these TOS is a contract between You and LoopFuse, even though it is electronic and is not physically signed by You and LoopFuse, and it governs Your use of the Service and takes the place of any prior agreements between You and LoopFuse.

4 Trademarks.

LoopFuse® and and LoopFuse’s various logos used or displayed on the Service are trademarks of LoopFuse and You may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the LoopFuse products and services, provided You do not attempt to claim ownership of the marks by incorporating any of them within Your names or offerings.

5 Payment and Refunds.

Unless You and LoopFuse have agreed to different pricing terms in writing, the following terms apply to You :

5.1 Month-to-Month Subscriptions. You may subscribe to the Services on a month-to-month basis. We charge on a calendar month basis. We will pro-rate the first month’s fee if it is not a full month. You may cancel Your subscription as described below in these TOS. Cancelation will be effective on the first day of the next full month following Your cancelation. For example, if You cancel on March 15, You are charged for April and Your cancelation is effective on May 1. You authorize us to charge Your credit card on file for the applicable monthly charges.

5.2 Fees and Charges. Our fees for monthly plans are posted on our Site and may be changed from time-to-time by posting those changes to the Site. Changes to the fees are effective on the first day of the month following posting to the Site.

5.3 Refunds. We are required to provide a refund only if we terminate our Services to You without cause before the end of a month for which You have paid. There is no other circumstance in which You will be entitled to a refund from us.

5.4 Credit Card Billing, Receipts and Privacy.. You will receive an email receipt upon each credit card charge. The receipts are also available for You from within the application. LoopFuse provides an interface for You (as defined in the sign-up procedure) to change credit card information (e.g., upon card renewal). LoopFuse uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for LoopFuse. Please visit http://www.loopfuse.com/privacy.php to understand how LoopFuse collects and uses personal information. As long as You have an outstanding balance with us, You agree to at all times provide us with valid credit card information and authorize us to deduct the monthly charges against such credit card and to replace the information for any credit card that expires with information on a different valid credit card. Any individual using a credit card represents and warrants that he or she is authorized to use such credit card and that any and all charges may be billed to such credit card and will not be rejected.

6 Email Sending, Anti-Spam and Abuse-Related Rules.

6.1 You agree to the following:
(a) You will not incorporate into Your Email any text, photos, graphics or other content that is not created by You, not provided by us for You to incorporate into Your Email or You are not otherwise permitted to use.
(b) You will not post on the Website, including in any Emails created or sent using our Services, any misleading or incorrect name, address, email address, subject line or any other misleading or incorrect information.
(c) You will not publish any material that contains sexually related text, photographs or other content, or content that is defamatory, obscene, indecent, threatening, abusive or hateful.
(d) You will not include in any Emails any material, including, but not limited to, text and graphics, the inclusion of which is in violation of any other party’s rights, including, but not limited to, copyrights and privacy and publicity rights.

6.2 Anti-SPAM Policy. We have adopted the definition of Spam set forth on the Spamhaus website at http://www.spamhaus.org/definition.html. The first line of the Spamhaus definition reads: The word “Spam” as applied to Email means Unsolicited Bulk Email (“UBE”). SPAM, as defined previously, is not allowed in any way while using the LoopFuse Site or Services. We can terminate Your access to the Site and use of the Services at anytime and without liability if we have any reason to believe You are using the Services in conjunction with spam.

6.3 Permission Lists Only. You should only use LoopFuse to send newsletters, updates, and promotions to recipients that specifically requested email from You, or other recipients that that provided either:

• written (including electronic) permission to send Emails to them, without subsequently withdrawing such permission; or
• • their name and email address in connection with their purchase, or negotiations to purchase, a product or service from You, have not opted out from receiving Your emails.

You agree that You will NOT use:

• purchased lists (even if they “opted in”).
• rented lists (even if they “opted in”).
• 3rd party lists.

7 Cancellation and Termination.

7.1 You are responsible for properly canceling Your account. The account owner (as defined in the sign-up procedure) can cancel the account by emailing [email protected]. There are no other means of canceling Your account. You will lose access to all of Your content upon cancellation and we will delete it in our normal course of business operations. This information cannot be recovered once Your account is cancelled. We may terminate Your account if Your account is dormant for 45 days or more.

7.2 LoopFuse reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate Your account (any part thereof) or use of the Service and remove and discard any of Your content in the Service, for any reason, including, if LoopFuse believes that You have violated these TOS or if You do not have a valid credit card on file. LoopFuse will use reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. LoopFuse shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

8 DISCLAIMER OF WARRANTIES.

THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS.

9 LIMITATION OF LIABILITY.

9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, WE SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS, WHICHEVER IS GREATEST. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TOS.

9.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

10 Assignment.

LoopFuse may assign or transfer these TOS and Your account, in whole or in part, without restriction.

11 Export Compliance.

You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.

12 Governing Law; Other Important Terms.

These TOS shall be governed by the laws of the State of Georgia without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Georgia for the purpose of resolving any dispute relating to Your access to or use of the Service. These TOS (together with any other pricing agreement separately agreed by you and us, if any) contains the entire understanding of the parties with respect to all matters contained herein and supersedes all prior agreements or discussions between the parties with respect to the matters contained herein. No changes to these TOS are binding on us unless we agree to those changes in writing. The invalidity or unenforceability of any provision of these TOS shall not affect any other provision of these TOS, and the remaining provisions shall continue with the same effect as if such unenforceable or invalid provision had not been included in these TOS.