Formation of Agreement

These Terms of Service ("Terms" or "Agreement") cover your use of the services that Matterloom Inc. ("Matterloom") provides, including but not limited to Matterloom’s Loopback App which is hosted currently at lo.app (collectively, "App"). The App includes without limitation any APIs, tunneling services, software, documentation, and any other services offered by Matterloom in connection therewith (collectively, "Services").

By using the Services you agree to these Terms. You must agree to the Terms in order to use the Services. The Services are available only to individuals who are at least 18 years old and to legal entities that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that, (a) if you are an individual, you are at least 18 years old, and (b) if you are a legal entity, that (i) you are appropriately licensed and legally permitted to conduct business. Matterloom may make changes to the Terms from time to time. Matterloom will provide notice at the top of this page of the latest update’s date.

This Agreement incorporates by reference, Matterloom’s Privacy Policy ("Privacy Policy") and Data Processing Agreement ("DPA").

Use of Services

License of Matterloom Services. Subject to these Terms, Matterloom grants to you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Matterloom Services during the Term (as defined below). All rights not expressly granted by Matterloom hereunder remain the sole property of Matterloom.

Use of Matterloom Services. You will be solely responsible for all use of the Matterloom Services accessed by you, and you shall ensure that all such use is in accordance with this Agreement. You will be solely responsible for all acts and omissions of your representatives, consultants, contractors, subcontractors, or agents who are authorized by Matterloom or you to use the Matterloom Services. You will take all reasonable precautions to prevent unauthorized access to or use of the Matterloom Services and will promptly notify Matterloom in writing immediately of any unauthorized access to or use of the Matterloom Services of which you become aware.

Customer Data. You will ensure that Matterloom is entitled to use any data, information or material provided, submitted, or otherwise made available by you or on behalf of you to Matterloom in the course of using or accessing the Matterloom Services ("Customer Data") as needed to provide you with the functionality of the Matterloom Services. You understand and agree that Matterloom's Privacy Policy, shall apply to all Customer Data. Matterloom may collect, retain, use, and disclose data and other information about you and your users, including but not limited to Customer Data, subject to the terms of Matterloom’s Privacy Policy. If you are an EU data subject (as defined under the EU General Data Protection Regulation ("GDPR"), you shall ensure that Customer Data does not include sensitive personal data (as defined under the GDPR). Matterloom may include the IP address of the Matterloom agent in the hostnames Matterloom assigns to you or in HTTP(S) headers included in responses to requests passing through its proxy Service, thus making that IP address available in connection with any HTTP(S) request to the Service. Accordingly, and without limiting your other obligations under this Agreement, to the extent the GDPR applies, you acknowledge and agree that (a) such use of the data subject’s IP address is part of your processing of personal data as a controller under the GDPR, and (b) you will promptly inform the data subject(s) who may be identified by such IP address(es) that the IP address(es) will be so available. You acknowledge and agree that Matterloom may use Customer Data to improve your use of the Matterloom Services and may use aggregated and anonymized Customer Data to improve the Matterloom Services generally. You also acknowledge and agree that Matterloom may access, preserve and disclose your account information and other Customer Data if required to do so by any applicable law or if Matterloom in good faith believes that such access, preservation or disclosure is reasonably necessary to: (i) comply with any applicable legal process; (ii) enforce this Agreement; (iii) respond to claims that any Customer Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Matterloom, its customers and/or users and/or the public. In no event shall Matterloom or its designees have any liability or obligation to you in connection with exercising any rights set forth in this Section. You may not use the Services if you are a person barred from receiving the Services under the laws of any country.

Acceptable Use

You agree that, except as expressly provided in these Terms, you will not: (i) copy the Matterloom App or any portion thereof; (ii) distribute, modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works based on, print any part of, or otherwise attempt to discover the source code, compiled executables, intermediate files, or underlying structure, ideas, know-how or algorithms relating in any way to the Matterloom Services or App; (iii) rent, transfer, resell, lease, license, assign, grant any rights in, or otherwise make available the Matterloom Services or App Materials to third parties or offer it on a standalone basis; (iv) use the Matterloom Services or App Materials in a fashion that could reasonably be deemed to compete with the business of Matterloom; (v) use the Matterloom Services or App Materials to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material that violates third party rights; (vi) use the Matterloom Services or App Materials to conduct "phishing" or other similar activities or in any other manner that could be misleading to third parties; (vii) use the Matterloom Services or App Materials to create, use, send, store, or run material containing software viruses, worms, Trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Matterloom Services or App Materials; (viii) use the Matterloom Services or App Materials in any manner that violates any applicable foreign, federal, state or local law, rule or regulation; or (ix) use the Matterloom Services or App Materials in any manner that violates any third party rights or this Agreement.

Registration and Your Matterloom Account

If Matterloom Services are available only if you register and create an account with Matterloom, you must provide full and accurate information for such registration and account; you are responsible for maintaining the security of your account and all associated materials, including but not limited to your passwords and other account-related access tokens; and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must immediately notify Matterloom of any unauthorized uses of your account or any other breaches of security. Matterloom will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. The personal information you provide to Matterloom for the purpose of creating and maintaining your account is governed by the Matterloom Privacy Policy.

Term and Termination

Matterloom may terminate or suspend access to the Services immediately, without prior notice or liability (other than refunding pre-paid fees to the extent Matterloom terminates based on no action or omission on your part), for any reason whatsoever, including, but not limited to, if you breach any of the Terms. All provisions of the Terms which, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnifications and limitations of liability.

Responsibility and Conduct

You are solely responsible for your actions and omissions, the actions and omissions of all users of your account, and any data that is created, stored, displayed by, or transmitted through your account while using Matterloom. You will not engage in any activity that interferes with or disrupts the Services or networks connected to Matterloom.

Content and Trademark Ownership

Matterloom exclusively owns and reserves all rights, title, and interest in and to the Matterloom Services and the materials associated with the Services, including, without limitation, all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "App Materials"), and all are protected by Canadian, U.S. and international copyright laws. MATTERLOOM, LOOPBACK, and any other product or service name associated with the App are trademarks of Matterloom and may not be copied, imitated or used, in whole or in part, without the prior written permission of Matterloom.

Limited License

You are granted a limited, non-sublicensable license to access and use the App and the App Materials solely in connection with the Services. Such license is subject to this Agreement and does not include: (a) any resale or commercial use of the App or the App Materials therein; (b) the distribution, public performance or public display of any App Materials except in connection with your authorized use of the App and the Services; (c) modifying or otherwise making any derivative uses of the App and/or the App Materials, or any portion thereof; (d) use of any data mining, robots, page scraping or similar data gathering or extraction methods; (e) reverse engineering or attempting to reverse-engineer any functionality provided on the App or App Materials or (f) any use of the App or the App Materials other than for their intended purpose.

User Content

The Matterloom Service may invite or enable you and other users to create, submit, record, post, display, transmit, perform, publish or distribute communications (including but not limited to voice communications), content and materials (including without limitation text, writings, photographs, graphics, images, comments, chat text, personally identifiable information, etc.), including by making the foregoing available to Matterloom and other users of the Matterloom Service, whether via e-mail or through online forums, chat rooms or features, message boards, messaging services, blogs or other functionality of the Matterloom Service or portions thereof (collectively, "User Content"). Matterloom has no obligation to accept, display, review, maintain or otherwise exploit any User Content.

You understand that all User Content available in connection with the Matterloom Service is the sole responsibility of the person from whom such User Content originated. Matterloom has no obligation to pre-screen, review, examine, evaluate or otherwise monitor any User Content for accuracy, validity, legality, decency, integrity or any other quality. Matterloom makes no, and hereby disclaims any and all, warranties or other guarantees with respect to User Content. You understand that your use of the Matterloom Service is at your own risk and that by using the Matterloom Service, you may be exposed to User Content that is offensive, indecent, objectionable or that does not otherwise meet your needs. You bear all risks associated with the use of any User Content available in connection with the Matterloom Service. Matterloom shall not be liable in any way for any User Content made available via the Matterloom Service, including, but not limited to, any errors or omissions in any such User Content, or any loss or damage of any kind incurred as a result of the use of such User Content.

Notwithstanding the foregoing, Matterloom reserves the right in its sole discretion to pre-screen, review, monitor, refuse, remove from the Matterloom Service, censor, edit, alter, delete, disable access to or otherwise make unavailable any User Content (including without limitation Your Content) without notice for any reason, including without limitation the violation of these Terms, or for no reason, at any time. You may bring User Content that you believe violates these Terms, or other inappropriate user behavior, to Matterloom’s attention by contacting Matterloom at abuse@Matterloom.com.

User Content that you make available in connection with the Matterloom Service is referred to herein as "Your Content." You agree that Your Content is not confidential. You further agree that Your Content will not be returned to you. You represent and warrant that Your Content is original to you and that you exclusively own the rights to Your Content, including the right to grant all of the rights and licenses in these Terms without Matterloom incurring any third party obligations or liability arising out of its exercise of such rights and licenses. Matterloom does not claim any ownership rights in Your Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit Your Content. Matterloom has no obligation to monitor or enforce your intellectual property rights in or to Your Content. Matterloom shall not be responsible for another user’s misuse or misappropriation of any of Your Content.

You hereby grant to Matterloom a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, (with the right to sublicense), to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit for any purpose Your Content via the Matterloom Service or by any other means. You also hereby grant to Matterloom the right to sublicense and authorize others to exercise any of the rights granted to Matterloom under these Terms. You further hereby irrevocably grant to Matterloom the unconditional right to use and exploit your name, voice, persona and likeness included in any User Content and in connection with any User Content, without any obligation to you. Except as prohibited by law, you waive any rights of attribution and/or any moral rights you may have in Your Content, regardless whether Your Content is altered or changed in a manner not agreeable to you.

Third Party Content

Matterloom may use data provided by third parties in the content on the App and in the Services and may provide links to web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information. Matterloom does not monitor or have any control over any Third Party Content or third party webApps. Matterloom does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk. When you leave the App, you should be aware that Matterloom’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any App to which you navigate from the App.

To the extent you are allowed to post Third Party Content on the App, you agree to abide by all terms of service and/or end-user license agreements of said third parties, and you further warrant that you have the right to post the Third Party Content on the App and you indemnify and will hold Matterloom harmless for any damages resulting from posting said Third Party Content on the App.

Fees and Payment

If Services are provided on a fee basis, you agree to pay Matterloom the fees for each Service you purchase or use in accordance with the pricing and payment terms presented to you for such Service. You hereby authorize Matterloom to charge your credit card or other payment method on a monthly, annual, or other agreed upon basis, as set forth in the pricing and payment terms presented to you for such Service, in advance of providing the Services. The Services may be interrupted on accounts that are past due. Fees paid by you are non-refundable, except as provided in these Terms or to the extent required by law. Accounts that are not collectable by Matterloom may be turned over to an outside collection agency for collection. You may cancel your use of the Services at any time as noted on our dashboard. You understand and agree that you will not receive a refund or credit of any pre-paid fees.

Subject to the Terms, certain Matterloom Services are provided to you without charge, up to certain specified limits. Usage over these limits requires your purchase of additional resources or Services and Matterloom may limit your access or usage until the required payment is made. You acknowledge that Matterloom may prospectively change the specified rates and charges from time to time.

Matterloom is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by Matterloom. Currency exchange settlements will be based on agreements between you and the provider of your credit card.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT MATTERLOOM's WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

MATTERLOOM MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERLOOM DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, OR (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, MATTERLOOM SHALL NOT BE LIABLE TO YOU UNDER BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY (A) FOR ERRORS IN THE MATTERLOOM SERVICES OR MATERIALS, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF PROFITS OR BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT MATTERLOOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (C) FOR ANY MATTER BEYOND MATTERLOOM'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE GREATER OF (I) $100 OR (II) THE AMOUNT PAID OR PAYABLE BY YOU TO MATTERLOOM FOR THE MATTERLOOM SERVICES IN THE SIX (6) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

General Representation and Warranty

You represent and warrant that your use of the Matterloom App and Services will be in strict accordance with this Agreement and with all applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside.

You acknowledge that the laws and regulations of the United States and other jurisdictions restrict the export and re-export of commodities and technical data of the United States or other origin. You agree to comply with all such restrictions and will not deviate from them in any way without the appropriate government licenses.

Indemnification

YOU AGREE TO DEFEND, HOLD HARMLESS AND INDEMNIFY MATTERLOOM, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SUPPLIERS OR PARTNERS FROM AND AGAINST ANY THIRD PARTY CLAIM ARISING FROM OR IN ANY WAY RELATED TO YOUR OR YOUR LICENSEES' (INCLUDING BUT NOT LIMITED TO THE CUSTOMER LICENSEES’) (A) BREACH OF THESE TERMS, (B) USE OF THE SERVICES OR MATERIALS OR (C) VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS IN CONNECTION WITH THE SERVICES, OR ARISING FROM CONTENT MADE AVAILABLE OVER YOUR OR YOUR LICENSEES' (INCLUDING BUT NOT LIMITED TO THE CUSTOMER LICENSEES’) TUNNELS, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ANY CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE.

Notice and Assignment

You agree that Matterloom may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Matterloom App. You agree to provide Matterloom with your current email and regular mail address at all times. Except to an acquirer of, or other successor in interest to, your entire business, you shall not assign or otherwise transfer any of your rights or obligations hereunder and any such attempt is void. Matterloom and you are independent contractors and are not legal partners or agents.

Entire Agreement

These Terms (including any policies, guidelines or amendments that are referenced herein or may be presented to you from time to time) constitute the entire agreement between you and Matterloom regarding their subject matter and govern your use of the Matterloom Services, superseding any prior agreements between you and Matterloom for the use of the Matterloom Services.

Governing Law, Jurisdiction, and Venue

This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada, without reference to choice of law rules. Any action or proceeding arising out of this Agreement shall be brought only in a competent provincial or federal court located in the City of Toronto, Ontario. You hereby consent to the jurisdiction of, and laying of venue in, such court(s) and waive any objection thereto. The Parties hereto specifically exclude the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transaction that may be implemented in connection with this Agreement.

Waiver and Severability of Terms

The failure of Matterloom to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the party's intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to use of the Matterloom Services or the Terms must be filed within one (1) year after such claim or cause of action arises or be forever barred.