PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE LOOM SERVICE. BY USING THE SERVICE, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS DO NOT OR USE THE SERVICE IN ANY MANNER WHATSOEVER. IF YOU ARE AGREEING TO BE BOUND BY THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENTS AND WARRANTS THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE THE REQUISITE AUTHORITY, YOU MAY NOT ACCEPT THESE TERMS OR USE THE LOOM SERVICE ON BEHALF OF SUCH ENTITY. YOU AND SUCH ENTITY SHALL HEREINAFTER BE REFERRED TO AS "CUSTOMER".1. General
Loom is an AI based log analysis solution that has the ability to conduct searches on vast quantities of data in order to detect and highlight anomalies (the "Loom Software Solution"), made available to Customer either on a SaaS or On-Premise installation basis, as set forth in the purchase order entered into between Loom and Customer, and subject to the terms hereof.
2.1. Subject to Customer’s compliance with these Terms and any applicable purchase order entered into between Customer and Loom (together, the "Agreement"), Loom grants to Customer a limited right to access and use the Loom Software Solution during the term of this Agreement, solely for Customer's internal use. Use of the Loom Software Solution for any other purpose shall require Loom's prior written consent and shall be subject to such terms (including pricing) to be separately agreed.
2.2. The purchase order entered into between Customer and Loom (the "PO") for the Loom Software Solution may provide for: (i) the Loom Software Solution to be installed on Customer's servers, either on a cloud vending service or on Customer's premises (the "On-Prem Solution"), or (ii) for the Loom Software Solution to be made available to Customer through Loom's cloud vending service (the "Platform Solution"). The PO sets forth whether the Loom Software Solution may be accessed by Customer: (i) through a web interface using the Account (as defined below), or (ii) through Loom's client side application (the "Client Side Software" and together with the Loom Software Solution, the "Software") licensed under the EULA (as defined below).
2.3. If the PO so provides, Loom will provide Customer with the Software (or a portion thereof), to be installed in accordance with the limitations provided under the PO and licensed to the Customer under the following terms (the "EULA"): Subject to the terms and conditions of this Agreement, including payment of fees specified in the PO, Loom grants Licensee a nonexclusive, limited, non-transferable, non-sublicensable and revocable license, during the Term, to (i) utilize the Software on Licensee's systems solely for internal use within Licensee's facilities, subject to the limitations of the license; and (ii) to make one (1) copy of the Software for archival and backup purpose (the "License"). Licensee has no right to receive, use or examine any source code or design documentation relating to the Software.
3.1. To the extent Loom makes any software available to Customer for use in conjunction with the Loom Software Solution, Customer acknowledges that such software is licensed under the terms hereof, except that such software may include third party software (the "Third Party Software"), which is licensed under the terms provided therewith.
3.2. If Customer designates any of its customers as authorized users of Loom Software Solution, Customer will be responsible for their use of the Loom Software Solution. Accordingly, Customer must enter into valid, binding agreements with its customers that require them to comply with the applicable terms of this Agreement, including any conditions or restrictions with respect to use of, or access to, the Loom Software Solution. For the avoidance of doubt, Customer's customers are not parties to, or third party beneficiaries of, this Agreement.
3.4. Loom shall make commercially reasonable efforts to ensure that the Platform Solution will be accessible and functional on a continuous basis, with the exception of scheduled maintenance periods, in accordance with the SLA available at https://www.loomsystems.com/sla-saas. If the Loom Software Solution is provided on an On-Prem Solution basis, the accessibility and functionality of the Loom Software Solution shall be Customer's responsibility and Loom shall have no liability towards Customer for Loom Software Solution availability.
3.6. Customer is responsible for all of activity on the Account in connection with the Loom Software Solution. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Customer's right to access or use the Loom Software Solution. Customer may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Loom user. Use of the Customer Solution to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. Customer will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Loom Software Solution, or any processes that run or are activated while Customer is not logged on to the Loom Software Solution, or that otherwise interfere with the proper working of or place an unreasonable load on the Loom Software Solution’s infrastructure.
4. Customer Data
4.2. Loom has no obligation to monitor any content uploaded to the Loom Software Solution. Nonetheless, if Loom deems such action necessary, Loom may: (i) remove Customer Data from the Loom Software Solution; and (ii) suspend Customer's access to the Loom Solution. Loom will use reasonable commercial efforts to alert Customer of such action and give Customer a reasonable opportunity to cure Customer's breach, however if Loom determines in its sole discretion that Customer's actions endanger the operation of the Loom Software Solution or of other users of Loom, Loom may suspend Customer access immediately without notice. Customer will continue to be charged for the Loom Software Solution during any suspension period. Loom has no liability to Customer for removing or deleting Customer Data from or suspending Customer's access to any Loom Software Solution as described in this Section 3.2.
5. Customer Representations. Customer represents and warrants to Loom that Customer possesses all rights required to lawfully provide Customer Data to Loom and allow Loom to provide the Loom Software Solution in connection therewith, and further warrants and represents that the Customer Data and the display, access to and/or use of Customer Data does not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third parties. Without derogating from any of Loom's rights and remedies under this Agreement and/or under law, Loom will be entitled, at its sole discretion, to immediately discontinue the Loom Software Solution or any part thereof in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with Customer Data. Loom assumes no responsibility or liability for Customer Data, and Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it.
6. Retention of Title
6.1. All materials, including but not limited to any computer software (in object code and source code form, but with the exception of Customer Data), data or information employed by Loom pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Loom to provide the Loom Software Solution, including without limitation all patent, copyright, trade secret and any other proprietary rights therein, are and shall remain the sole and exclusive property of Loom.
6.2. Customer Data, including without limitation all patent, copyright, trade secret and any other proprietary rights therein, is and shall remain Customer's sole and exclusive property. Customer hereby grants Loom a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully sublicensable right (including any moral rights) and license to install, store, host, display, collect, use, copy, store, transmit, modify, create derivative works of and otherwise use Customer Data as necessary for performance of the Loom Software Solution.
6.3. Further, it is hereby agreed that any and all inventions, developments, source codes, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas and/or designs, including any derivative works (irrespective of any support and/or assistance Loom may receive, will receive or has received from any third party), modifications and any proprietary information, which are invented, made, developed, discovered, conceived or created, in whole or in part, independently by Loom, or jointly with others, in connection to the Loom Software Solution and/or any other confidential or proprietary information of Loom or which was provided by Loom to Customer, shall be the sole and exclusive property of Loom.
6.4. Customer agrees that Loom may collect and retain general, aggregated, non-personally identifiable information regarding data about Customer’s usage of the Loom Software Solution, and use such information for statistical purposes and to improve its products. In addition, any feedback, suggestions, ideas or other inputs that Customer provides to Loom in connection with Loom Software Solution, may be freely used by Loom to improve or enhance its products and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with Loom.
7. Restrictions on Use
7.1. Customer’s use of the Loom Software Solution is limited to that specifically and explicitly permitted in this Agreement. Customer will not, and will not allow, permit or assist any third party to: (i) reverse engineer, decompose, disassemble, re-engineer, or attempt to discover any source code or underlying ideas or algorithms of the Loom Software Solution; (ii) copy, provide, lease, rent, lend, sub-license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Loom Software Solution for the benefit of any third party; and (iii) modify, enhance or otherwise change the Loom Software Solution without Loom’s prior written consent. Loom, or its representative, may at its discretion inspect Customer's records at Customer's premise during Customer's normal business hours and upon reasonable prior notice to confirm compliance with the terms hereof.
7.2. In the event that Customer’s use of the Loom Software Solution exceeds Loom's fair use limitations set forth below, which may be changed by Loom from time to time in its sole discretion, Loom shall notify Customer of such in writing via the contact details provided by Customer while purchasing the Loom Software Solution. In the event no response to such notice is received by Customer within three (3) business days, Loom may, in its sole discretion, suspend the Loom Software Solution until such time as Loom is convinced that Customer’s use of the Loom Software Solution, when resumed, shall remain within Loom's fair use limitations, or until a mutual arrangement is reached between you and Loom as to additional to be paid to Loom for the excessive use of the Loom Software Solution.
Fair use is defined as: up to 100TB per calendar month for every 1,000 monitored instances.
Customer acknowledges and agrees that the Loom Software Solution was developed at considerable time and expense by Loom and contains valuable trade secrets and confidential information of Loom. Accordingly, Customer agrees to maintain the confidentiality of any proprietary information received by Customer during, or prior to entering into, this Agreement, including, without limitation, the Loom Software Solution and any know-how disclosed by Loom, trade secrets and other proprietary information, that Customer knows or should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information and all other information obtained during the use of the Loom Software Solution as permitted hereunder (the "Confidential Information"). The restrictions herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of Customer. Customer agrees not to use said Confidential Information for any purpose except as necessary to fulfill Customer's obligations and exercise Customer's rights under this Agreement. Customer shall protect the secrecy of and avoid disclosure and unauthorized use of Loom's Confidential Information to the same degree that Customer takes to protect Customer's own confidential information and in no event less than reasonable care. All Confidential Information and any derivatives thereof are and shall remain the exclusive property of Loom. No license or other rights to Confidential Information is granted or implied hereby to have been granted to Customer.
9. Term and Termination
9.1. This Agreement shall be in effect from the date Customer first accesses the Loom Software Solution and shall remain in effect until all Subscription Terms have expired or are earlier terminated in accordance with the terms of this Section 9.
9.2. By executing a PO, Customer is agreeing to pay applicable fees for the entire term of such PO (the "Subscription Term"). Customer cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 8 or the applicable PO. Each Subscription Term will automatically renew for additional successive twelve-month periods unless: (i) otherwise stated on the applicable PO; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal, new PO, or PO changes will be at Loom's then-applicable rates.
9.3. Either party may terminate this Agreement, including any related PO, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter). Loom may also terminate this Agreement or any related PO immediately if Customer breaches Sections 2, 4, or 6, or for repeated violations of this Agreement.
9.4. Upon expiration or termination of this Agreement, Customer shall cease all use of the Loom Software Solution and destroy all copies of the Confidential Information within Customer's possession, custody or control of Customer, Customer's authorized users and Customer's organization. Upon termination all rights and obligations pursuant to this Agreement including the licenses shall immediately terminate, except for any provisions of this Agreement that are intended by their nature to survive termination, including, without limitation, Sections 5 ("Customer Representations"), 6 (“Retention of Title/IP Rights”), 7(“Restriction on Use”), 8 (“Confidentiality”), 9 (“Term and Termination”), 10 (“Warranties”), 11 (“Liability”), 12 ("Indemnification") and 14 ("Miscellaneous") hereunder, which shall survive the expiration or termination of this Agreement.
9.5. Termination of this Agreement under this Section 7 shall be in addition to, and not a waiver of, any remedy at law or in equity available to Loom arising from Customer’s breach of this Agreement or any agreement relating to the Loom Software Solution.
Customer expressly acknowledges and agrees that Loom is not providing any warranty or guarantee with respect to the Loom Software Solution and that the use of the Loom Software Solution is at customer’s sole risk and that the entire risk as to title, non-infringement, quiet enjoyment, satisfactory quality, performance and accuracy is with customer. Accordingly, to the maximum extent permitted by applicable law, the Loom Software Solution and any information provided under this agreement are provided “as is” and loom and its affiliates hereby disclaim all warranties and conditions, either express, implied or statutory, including without limitation, any (if any) implied warranties or conditions of merchantability, fitness for a particular purpose, lack of viruses, title, non-infringement, quiet enjoyment or that the Loom Software Solution will perform error-free or uninterrupted.
11.1. Loom strives to keep Loom Software Solution secure, but cannot guarantee that it will always be successful at doing so, given the nature of the Internet. Accordingly Loom will have no liability to Customer for any unauthorized access, copying or use of the Customer Data, or any resulting corruption, deletion, destruction or loss thereof; provided that Loom agrees that it will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data and those safeguards will include, but will not be limited to, measures for preventing unauthorized access, use, modification or disclosure of the Customer Data by Loom personnel. Without derogating from the foregoing and from any other term of this Agreement, in no event shall Loom be liable for anything in connection with Customer Data, until Customer Data has actually been received by Loom and stored in Loom's servers
11.2. In no event shall Loom or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or loss or damages to goodwill, in connection with this agreement regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if loom has been advised of the possibility of such damages or loss. Notwithstanding anything to the contrary herein, under no circumstances will Loom’s total and aggregate liability to Customer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to this agreement, exceed the sum paid by Customer TO Loom under the applicable Purchase Order.
Customer agrees to defend, indemnify and hold harmless Loom, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or accruing from (a) Customer's use of the Loom Software Solution, (b) any representations and warranties made by the Customer hereunder, being incorrect or misleading, and (c) any non-compliance by Customer with this Agreement.
Loom may mention Customer as a client on Loom's website and Customer hereby grants Loom a royalty-free license during the term hereof to use Customer's name, logo and trademark for such purpose.
14.1. If the PO is entered into by Loom Systems Ltd., this Agreement is governed by the laws of Israel, without application of its principles of conflicts of law and the Parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related to this Agreement to the exclusion of the jurisdiction of any other court. If the PO is entered into by Loom Systems, Inc., this Agreement is governed by the laws of the state of California, without application of its principles of conflicts of law and the Parties irrevocably consent to the exclusive jurisdiction of the competent courts in San Francisco, California, to adjudicate all disputes arising from or related to this Agreement to the exclusion of the jurisdiction of any other court; however, Loom shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory.
14.2. Loom may assign this Agreement without notice to Customer. Customer shall not assign this Agreement or Customer's rights hereunder without the prior written consent of Loom (such consent may be withheld or conditioned at Loom's sole discretion) and any assignment without Loom's prior written consent shall be null and void and of no effect. Loom may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by its affiliates, contractors or subcontractors.
14.3. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall in no way be affected, impaired or invalidated
14.4.The terms and provisions herein contained constitute the entire Agreement between the parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matters hereof. Loom may modify these Terms in its discretion by making the amended terms available on the Loom Software Solution and such amended terms shall be binding upon Customer.
14.5. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of Loom in exercising any power or right hereunder, and no forbearance or indulgence of Loom granted to the Customer, shall in any way restrict or diminish the full rights and powers of Loom under this Agreement, or operate as a waiver of any breach of any of the terms or conditions of this Agreement.
14.6. Loom shall not be liable for any delay in performing its obligations (except for payment obligations) hereunder if such delay is caused by factors beyond its control, including without limitation acts of God, war, riot, fire, explosion, flood, earthquake or technical or technological failure beyond such Loom's reasonable control ("Force Majeure"). The performance of such Loom's obligations shall be suspended during the period of Force Majeure and Loom shall be granted an extension of time for performance equal to the period of the delay.
14.7. All notices permitted or required hereunder shall be in writing and shall be sent by facsimile, or personal delivery at the facsimile number, or address as either party may specify. Notices sent to Loom shall be addressed to the Loom entity specified in the PO, at the address listed therein and to Customer's address as provided by Customer, or to the address otherwise designated from time to time in writing by the parties. Any notices provided will be deemed as being received on the date of transmission of facsimile, e-mail, or personal delivery unless given outside normal business hours in which case such notice shall be deemed as being given on the next business day, provided that if any such notice fails to reach Customer because the information provided by Customer or on Customer's behalf to Loom is not accurate or up to date, notice shall be deemed sufficiently delivered on the date it was sent.
If you have any questions, complaints, or claims with respect to the Services, you may contact us at:
Last Updated: May, 2018.
All rights reserved: Loom Systems Ltd.