This website (the "Site") is being made available on a free and subscription basis by Drawloop Technologies, Inc. ("Drawloop"). All information and services accessed through the Site are provided by Drawloop pursuant to the terms and conditions of this Subscription Services Agreement (the "Agreement"). Your establishment of a subscription account (the "Account") and use of the Site constitute your agreement to be bound by these terms and conditions, as they may be modified from time to time by Drawloop.
1. Limited License to Use Site. As a subscriber to the Site, you are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Site in accordance with this Agreement. Drawloop reserves the right to terminate this license at any time for any reason, subject to its obligation to return any unused portion of the subscription fee if any.
2. Subscription Plans; Fees and Payments.
a. Trial Offers. From time to time, Drawloop may offer new subscribers a free subscription rate for a period of time to allow subscribers to become familiar with the Site and its Content. Drawloop reserves the right to discontinue or modify any free trial offer program at any time, provided that it will continue to honor any then active free trial subscriptions for the remainder of the applicable free trial period, if applicable. If you have subscribed pursuant to a free trial offer, Drawloop will provide you will one or more email notices prior to the end of the trial period, alerting you to the end of the trial period and the terms and procedure by which you may obtain a standard subscription. You will NOT be automatically subscribed at the end of your trial period, so if you do not register for a standard subscription, your subscription will automatically terminate at the end of the trial period.
b. Fees and Payments. You can always find the current subscription fees and charges posted under your corporate login on Site. Your subscription will continue each month and renew automatically unless terminated by Drawloop or until you notify Drawloop that you want to terminate your subscription. For termination instructions, log in to your account and click on the Billing Info section of your My Account page. If there are any annual, monthly or similar periodic fees for your subscription, these fees will be billed automatically to the credit card designated during the registration process for the Site, or subsequently designated by you. You agree to pay or have paid all fees and charges incurred in connection with your subscription (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. Drawloop may change the fees and charges then in effect, or add new fees or charges, by giving you at least 30 days advance notice. All fees and charges incurred in connection with your user name and password will be billed to the credit card designated during the registration process, or subsequently designated by you. You also are responsible for any fees or charges incurred to access the Site through an Internet access provider or other third party service.
c. Payment Method. To subscribe to the Site, either on a trial or standard subscription plan, you must provide us with your valid Visa® or Mastercard® credit card number and your available credit must be sufficient to pay the applicable subscription fees. In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize Drawloop, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. In the event that you do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement, and Drawloop may terminate your subscription. Drawloop does not accept debit cards for payment of subscription fees at this time.
3. Limitations on Use. The content on this Site (the "Content") is for use only by the individual subscriber and, except as permitted by this Agreement, may not be decompiled, reverse engineered, disassembled, transferred, distributed, resold, sublicensed, or used to create any derivative works. Subscribers may not use any network monitoring or discovery software to determine the Site’s architecture, or extract information about usage or individual identities of users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Site or its Content without first receiving our prior written consent.
4. Drawloop Proprietary Information: You agree that the Site and its Content are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring to you any license or right under copyright or other intellectual property right law. No part of the Content available in this Site may be copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, except as specifically provided in this Agreement.
You may photocopy printouts of Site Content and incorporate such copies into reports and other materials prepared by a subscriber for his, her or its own customers. In addition, subscribers may distribute copies of Site Content to the extent permitted under the "fair use" provisions of the Copyright Act of 1976 (17 U.S.C. §107). These provisions state that several factors must be considered when determining whether the use made of a work in any particular case is a "fair use," such as whether the use is of a commercial or non-profit nature, the amount and substantiality of the portion used in relation to the work as a whole, and the effect of the use upon the potential market for or value of the work. Drawloop is not able to give legal advice to subscribers as to whether a particular type of use constitutes "fair use."
Notwithstanding the provisions above, subscribers are not permitted to use Site Content as a component of, or basis for, a database prepared for use by subscriber or any third party. Furthermore, all copies of Site Content, whether in print or electronic form, must incorporate all of Drawloop’s or third party copyright and/or other intellectual property rights notices.
5. Subscriber Proprietary Information: Drawloop agrees that it has no rights to the data, documents, information or material that you submit in the course of using the Site ("Customer Data"). Subscriber, and not Drawloop, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Drawloop shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated, Drawloop will make available, upon request, to Subscriber a file of the Customer Data within 30 days following termination. Drawloop reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including without limitation, non-payment of license fees.
6. General Terms of Use:
a. A subscriber’s use of the Site will require entry of a name and password chosen by the subscriber during initial registration. You will be responsible for all use of the Site with that user name and password, unless and until Drawloop receives written notice from you that your user name and password are being used on an unauthorized basis. You agree to indemnify Drawloop from and against any and all losses, damages, judgments, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) suffered or incurred by Drawloop in connection with or as the result of any unauthorized use by parties which have obtained your name and password from you (unless you have requested in writing that Drawloop to deactivate such user ID).
b. Drawloop reserves the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including without limitation reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
c. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Site, including those related to data privacy, international communications and the transmission of technical or personal data. You agree to: (i) notify Drawloop immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) report to Drawloop immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you.
d. Each and every time you log onto and use the Site, you reaffirm your consent to the terms of this Agreement; as such terms may be amended from time to time.
7. Errors and Corrections. Drawloop will make commercially reasonable efforts to ensure a virus free environment, a reliable operational schedule and to provide timely correction of Content known to be inaccurate. Drawloop does not represent or warrant that this Site or the Content will be error-free, free of viruses or other harmful components, that defects will be corrected or that the Site will always be accessible. Furthermore, Drawloop does not warrant or represent that the Content available on or through this Site will be correct, accurate, timely, or otherwise reliable. Drawloop may make improvements and/or changes to Site features, functionality or Content at any time.
8. Disclaimer of Warranties. This Site and the Content are provided on an "as is, as available" basis, and Drawloop expressly disclaims all warranties, including the warranties of merchantability, fitness for a particular purpose and non-infringement. Drawloop disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from this Site and the Content, including but not limited to technical inaccuracies and typographical errors; (b) the unavailability of this Site or any portion thereof; (c) your use of this Site or the Content; (d) your use of any equipment or software in connection with this Site or the Content; or (e) any third party web sites or content therein directly or indirectly accessed through links contained on this Site.
9. Limitation of Liability. Drawloop will not be liable for any loss, injury, claim, liability, or damage of any kind resulting from your use of this Site or its Content. Drawloop shall not be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to, resulting from, or arising in connection with the use of or inability to use this Site or the Content. To the extent the foregoing limitation of liability is prohibited by applicable law or fails of its essential purpose, Drawloop’s sole obligation to you for damages shall be limited to your subscription fees paid for by you, up to a maximum of 12 months of subscription fees.
10. Indemnification. You agree to indemnify, defend and hold harmless Drawloop, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you.
11. Termination of License.
a. This Agreement and the license granted herein may be terminated by you at the end of the subscription period selected. Drawloop may terminate this Agreement and your license at any time upon at least five (5) days' prior written notice to you; provided that if such termination is due to your breach of this Agreement, Drawloop may terminate this Agreement and your license immediately upon providing you with notice. The right of Drawloop to terminate this Agreement following your breach shall be in addition to such other rights or legal remedies that may be available to Drawloop. Drawloop reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including without limitation the right to block access from a particular Internet address to this Site.
b. If Drawloop terminates this Agreement without cause, then Drawloop shall refund to you the unused portion of your subscription fee. If the Agreement is terminated by you or by Drawloop due to your breach of the Agreement, the unused portion of your subscription fee will not be refunded.
12. Additional Miscellaneous Provisions.
a. Your use of this Site is subject to the Drawloop Privacy Policy, the terms of which are incorporated into this Agreement by reference.
b. This Agreement shall be binding upon and shall be for the benefit of Drawloop and you and our respective legal representatives, successors, and permitted assigns; provided, that you shall not be entitled assign, sublicense, or delegate this Agreement, in whole or in part, without Drawloop's prior written consent.
c. This Agreement shall be deemed to be controlling with respect to the meaning of any other language on the Site. Nothing in any of the Help documentation or any other Drawloop documentation shall be deemed to limit or otherwise modify this Agreement in any way.
d. This Agreement is governed by and construed in accordance with the laws of the State of Florida, and any action arising out of or relating to these terms shall be filed only in state or federal courts located in Florida. You hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.
e. No waiver by Drawloop of any breach or default by you of any provision of, or failure by Drawloop to exercise in any respect any right or remedy provided in this Agreement shall be deemed to be a waiver of any other breach or default, nor of any other right or remedy, of the same or other nature.
f. You agree to pay all federal, state, and local taxes (including, without limitation, sales and use taxes, privilege and excise taxes, and all other taxes of any kind or nature, exclusive only of taxes based on Drawloop's net income) related to or arising out of this Agreement, however or wherever such taxes, fees, or charges may
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