FREE TRIAL AGREEMENT

Last Updated: July 2024

IMPORTANT PLEASE READ BEFORE USING THE LOOPIO SERVICES. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THIS FREE TRIAL AGREEMENT TAKES EFFECT AS OF THE EFFECTIVE DATE AND FORMS AN AGREEMENT BETWEEN LOOPIO INC. (“LOOPIO”), A CANADIAN CORPORATION AND THE ENTITY YOU REPRESENT WHILE ACCESSING THE SERVICES (“YOU”, OR THE “PROSPECT”). BY ACCESSING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT, AND IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION, AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

Whereas, Loopio provides certain Services that the Prospect desires to access and trial solely for the Prospects internal evaluation purposes; and

Whereas Loopio agrees to provide a trial of the Services to Prospect based on the following terms and conditions.

Now, therefore, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Use of the Loopio Services
   1. Use of the Services. Subject to Prospect’s compliance with this Agreement, Loopio will make available the Services to Prospect. Loopio grants to Prospect the right to access the Services for the Term. Loopio may, at its sole, but reasonable, discretion and without notice modify, terminate or limit Prospect’s access to, or use of the Services.
   2. User IDs. In order to use the Services, Prospect will register and create an account with Loopio for one (1) or more individuals by providing their name, email address and login information. Prospect is responsible for use of the Services, in accordance with this Agreement, by all Users. Prospect will not permit Users to share their login information with any other Person and Prospect will not create generic User identification for use by multiple Users.
   3. User Restrictions. Prospect will access the Services only in accordance with this Agreement and shall not:
      1. use the Services for any purpose other than evaluating and testing the Services for future procurement.
      2. access (or attempt to access) any of the Services by any means other than through the User login information provided by Loopio;
      3. cause interference with the Services’ network operations, attempt to bypass Loopio’s network or security controls, or otherwise re-arrange, disconnect, disable, remove, repair or otherwise interfere with any parts of the Services or the receipt of services by our other customers;
      4. use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services;
      5. access, or permit the access to the Services in a manner contrary to this Agreement, Applicable Law or that infringes, violates or misappropriates the rights of any third parties, including the privacy rights or intellectual property rights of such third parties;
      6. store or process Personal Data characterized as sensitive information under applicable Privacy Laws, including any health information, social insurance, social security or credit card numbers;
      7. access the Services in order to build a competitive solution or service; or
      8. remove any proprietary notices, labels, or marks from the Services.
   4. Notification. Prospect will immediately notify Loopio if Prospect becomes aware of a breach of the User Restrictions set out above.
   5. Third-Party Services. Prospect may choose, at its own discretion, to integrate, connect, or interoperate the Services with Non-Loopio Services. By doing so, Prospect grants Loopio permission to inter-operate and share Prospect Content with the Non-Loopio Services, as solely directed by Prospect. Prospect acknowledges that in doing so Prospect shall assume all responsibility and liability for the Non-Loopio Services and any use, transfer, disclosure, modification, or deletion of Prospect Content by the Non-Loopio Services.
   6. Generative Artificial Intelligence (“GenAI”). The GenAI Functions are available to the Prospect at its sole discretion and the Prospect agrees to use the GenAI Functions in accordance with these terms.
      1. Input/Output. Loopio together with any third party GenAI provider will only use Prospect Content as necessary to provide the GenAI Functions. Loopio shall not and will not permit the third party GenAI provider to share or use Prospect Content to train or improve the GenAI Functions.
      2. License Restrictions. Prospect is responsible for evaluating and ensuring the accuracy of any output as appropriate for its use case, including by using human review of the output. Prospect acknowledges and agrees that due to the nature of the GenAI Functions, output may not be accurate or reliable. Prospect shall be solely responsible for any decision or action that the Prospect may take with respect to the generation, review, approval, and use of any output. Where appropriate and in accordance with Applicable Law, the Prospect shall identify output as having been generated using artificial intelligence.
      3. Third Party Usage Policies. The GenAI Functions is powered by technology provided by the third party GenAI provider, identified below. The rights granted herein are also subject to the restrictions set out in the usage policies maintained by such third party. Prospect agrees that it will comply with and not violate or allow any other party to violate such policies:
         

         Third Party GenAI Provider	Usage Policies
         OpenAI, LLC	https://openai.com/policies/usage-policies

      4. Support. Loopio has no obligation to provide support, maintenance, upgrades, or new releases of the Services to Prospect.
2. Term
   1. Term. This Agreement will commence on the Effective Date and continue until the earlier of (i) the trial or evaluation end date set out in Loopio’s email inviting Prospect to participate in the trial or evaluation of the Services or any subsequent email from Loopio to Prospect amending such trial or evaluation end date, or (ii) the date that this Agreement is terminated in accordance with the terms herein.
   2. Termination. At any time during the Term, either Party may terminate this Agreement with immediate effect at any time by providing written notice to the other Party of its intent to terminate.
   3. Offboarding. Upon termination of expiration of the Term, Prospect will be entitled to extract Prospect Content during the Extraction Period. Following the Extraction Period, Loopio shall delete all Prospect Content from the Services in accordance with its data retention policies.
3. Ownership & Content
   1. Prospect Content. As between Prospect and Loopio, Prospect owns any and all intellectual property rights in and to the Prospect Content. Prospect hereby grants Loopio a worldwide, royalty-free, fully paid-up, non exclusive license, during the Term to host, collect, use and store the Prospect Content to provide the Services. Except for the rights and licenses granted in the Agreement, Loopio acknowledges and agrees that Prospect owns any and all intellectual property rights in and to the Prospect Content. All rights not expressly granted by Prospect under the Agreement are reserved.
   2. Loopio Content. As between Prospect and Loopio, Loopio owns any and all applicable intellectual property rights in and to the Services (including all current and future features and improvements) and Loopio Content. Except for the rights and licenses granted in the Agreement, Prospect acknowledges and agrees that Loopio owns any and all intellectual property rights in and to the Services and Loopio Content. All rights not expressly granted by Loopio under the Agreement are reserved.
   3. Feedback. Prospect may choose at its own discretion to provide Loopio with feedback regarding the Services. Loopio acknowledges any feedback provided by the Prospect is provided as-is and without warranty. Loopio may use or incorporate such feedback in the development of its offerings.
4. Privacy
   1. Privacy Statement. In order to make the certain offerings available to the Prospect, Loopio may require User’s Personal Data, which shall be limited to User’s business contact information. Such information will be treated in accordance with Loopio’s Privacy Policy, available at: https://loopio.com/privacy/ (as may be updated from time to time).
   2. Personal Data. The primary purpose of the Services is not to host, process or store Personal Data of third parties uploaded by Prospect, and Loopio does not actively access, monitor, process or amend such Personal Data except to provide support services and as an incidental part of the automated processing performed by the Services. To the extent that Prospect uploads Personal Data into the Services, Prospect is responsible for ensuring that the use of such Personal Data is in compliance with all Applicable Laws, and that the Prospect has provided all necessary notice, obtained all necessary consents, and otherwise has all authority to provide such Personal Data to Loopio for the purposes of this Agreement.
5. Confidentiality
   1. Obligation to Protect Confidential Information. A Receiving Party will limit access and use of Disclosing Party’s Confidential Information on a need to know basis to employees, affiliates, directors, agents, and professional advisors. A Receiving Party will protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information but in any event with not less than a reasonable degree of care.
   2. Compelled Disclosures. The Receiving Party may be required to disclose the Disclosing Party’s Confidential Information pursuant to a request by a Governmental or Regulatory Authority or as otherwise required by Applicable Law. Except where prohibited by Applicable Law from doing so, the Receiving Party must first give the Disclosing Party notice of such compelled disclosure and must use commercially reasonable efforts to provide the Disclosing Party with an opportunity to take such steps as the Disclosing Party desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the applicable Confidential Information, but only to the extent required by the applicable Governmental or Regulatory Authority or Applicable Law and subject to any protective order that applies to such disclosure.
   3. Equitable Relief. The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information belonging to the Disclosing Party may cause irreparable harm and significant injury to the Disclosing Party. The Disclosing Party may be entitled to seek immediate injunctive relief or specific performance to enforce obligations under this Agreement.
   4. Disclaimer. All Confidential Information is disclosed on an “as-is” basis and the Disclosing Party will not be responsible or liable for any damages arising out of the use of Confidential Information.
6. Warranty & Disclaimer
   1. Mutual Warranties. As of and at all times following the Effective Date, each Party represents and warrants to the other Party that:
      1. it has full power and authority to enter into and fulfil its obligations under the Agreement;
      2. its performance under the Agreement will not violate any agreement with or rights of any third party;
      3. it has not in any material respect knowingly violated any Applicable Law that would impair the rights granted to the Parties under this Agreement;
   2. GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT IN THE AGREEMENT, THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” AND LOOPIO DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CLAIMS OR REPRESENTATIONS OF ANY KIND, INCLUDING WARRANTIES AND CONDITIONS ARISING FROM MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, COMPLETE AND ERROR-FREE.
7. Indemnity
   1. Loopio’s Indemnity to Prospect. Loopio will defend, indemnify and hold harmless Prospect and its employees, officers, directors, agents, successors and permitted assigns, at Loopio’s own expense, against an Infringement Claim. Loopio shall not be required to indemnify Prospect in the event that the Infringement Claim is a result of (i) Prospect’s use or modification of the Services in violation of or inconsistent with this Agreement or the Documentation, including but not limited to combining the Services with any other application, product or service not provided by Loopio, or (ii) Prospect’s failure to promptly implement and use corrections or enhancements to the Services that was made available by Loopio.
   2. Prospect’s Indemnity to Loopio. Prospect will defend, indemnify and hold harmless Loopio and its Affiliates, employees, officers, directors, agents, successors and assigns, at Prospect’s own expense, against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with (i) Prospect’s violation of any third party rights (including third party intellectual property rights and/or privacy rights) and (ii) Prospect’s use of the Services contrary to the restrictions set out in Section 1.
   3. Indemnification Procedures. The indemnification obligations in Section 7.1 and 7.2 apply provided that (i) the indemnified Party has promptly notified indemnifying Party in writing of such claim and indemnifying Party is not prejudiced by any delay by indemnified Party, (ii) indemnifying Party shall have full control over the defense of the claim, provided that any settlement or resolution entered into by indemnifying Party shall not require any admission of liability or any payment by indemnified Party, (iii) indemnified Party has not made any admission against indemnifying Party’s interests and has not agreed to any settlement of any claim or demand without indemnifying Party’s consent, and (iv) indemnified Party shall cooperate with indemnifying Party in the defense of the claim, at indemnifying Party’s expense.
8. Limitation of Liability
   1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
   2. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL; (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY; (IV) ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY.
9. General Provisions
   1. Notices. All notices required under this Agreement, shall be given to Loopio at legal@loopio.com and the Prospect to the email used to initially sign up for the free trial. Such notice shall include a copy to any individual with whom the Parties typically communicate. Prospect will notify Loopio in writing of any changes to its contact for notices purposes.
   2. Waiver. Neither Party’s failure to exercise or enforce any right or provision under the Agreement will constitute a waiver of such right or provision.
   3. Dispute Resolution. The Parties shall attempt in good faith to negotiate any disputes that arise out of or in connection with this Agreement. Such efforts shall involve the escalation of the dispute to senior leadership members of each Party.
   4. Applicable Law & Venue. This Agreement and any action related thereto shall be governed by and construed in accordance with the following:
      1. In the case where the Customer is an entity existing under the laws of any state of the United States of America, the laws in force in the State of New York and the federal laws of the United States of America applicable therein and the Parties hereby agree to submit to the exclusive jurisdiction of the courts or the State of New York without giving effect to any conflict of laws principles;
      2. In the case where the Customer is an entity existing under the laws of England and Wales, or within the European Union, the laws in force in England and Wales applicable therein and the Parties hereby agree to submit to the exclusive jurisdiction of the courts of England and Wales; or
      3. In all other cases, the laws in force in the Province of Ontario and the federal laws of Canada applicable therein, and the Parties hereby agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario without giving effect to any conflict of laws principles.

      The U.N. Convention on Contracts for the International Sale of Goods will not apply to the Agreement. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement.

   5. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership and Content) , Section 5 (Confidentiality), Section 6 (Warranty & Disclaimer); Section 7 (Indemnity), Section 8 (Limitation of Liabilities), and Section 9 (General Provisions).
   6. Entire Agreement. The Agreement constitutes the entire agreement governing Prospect’s use of the Services between the Parties and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral, regarding Prospect’s access to and use of the Services. The Agreement will not be modified except by written agreement of the Parties.
   7. Electronic Execution. This Agreement may be executed in one or more counterparts (including electronically), each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

 

SCHEDULE 1 DEFINITIONS

1. Defined Terms
   1. “Agreement” means this Free Trial Agreement, any product specific terms agreed to by the Parties, and any addenda, exhibits and or schedules referenced herein, as may be updated from time to time and incorporated herein by reference.
   2. “Applicable Law” means all applicable provisions of all statutes, laws, rules, regulations, administrative codes, ordinances, decrees, orders, decisions, injunctions, awards judgments or other requirements of any Governmental or Regulatory Authority, including Privacy Laws.
   3. “Confidential Information” means information of a Disclosing Party that the Receiving Party receives in connection with this Agreement, including Personal Data, Prospect Content and Loopio Content, and does not include information that is (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality, (ii) publicly known or becomes publicly known through no breach of the Agreement by the Receiving Party, (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information, or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
   4. “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party.
   5. “Documentation” means all documentation, online resources, user guides and release notes made available by Loopio to Prospect in respect of use of the Services, including all amendments and updates thereto.
   6. “Effective Date” means the date that the Prospect first accesses or uses the Services.
   7. “Extraction Period” means the thirty (30) day period following the date of termination or expiration of this Agreement.
   8. “GenAI Functions” means certain features and functionality within the Services that make use of generative artificial intelligence, or other similar technology capable of generating text or other media.
   9. “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule, or regulation-making entity having jurisdiction over Loopio, Customer, or any other Person, property, activity, event or other matter in connection with or related to the Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities.
   10. “Infringement Claim” means a third party claim (including but not limited to damages, recoveries, deficiencies, interest, penalties and legal fees) that the Prospect’s use of the Services violates, infringes or misappropriates a third-party’s intellectual property right under the Applicable Laws of the United States, Canada, England and Wales, or the European Union.
   11. “Loopio Content” means (i) usage data, performance data, technical data, set-up and configuration data, and other anonymized and aggregated data associated with Prospect’’s use of the Services or the performance of the Agreement, (ii) data, information, statistics, feeds, graphs, analysis and reports computed and generated by or from the Services, and (iii) information, metrics, logs, inventory reports and issues identified regarding the Services.
   12. “Non-Loopio Services” means other applications or services that are not provided by Loopio.
   13. “Party” means Loopio or the Prospect , and “Parties” means both Loopio and the Prospect.
   14. “Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, or Governmental or Regulatory Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.
   15. “Personal Data” means information about an identifiable individual that is transferred by Prospect to Loopio pursuant to this Agreement.
   16. “Privacy Laws” means any applicable privacy, personal data protection, or other similar laws.
   17. “Prospect Content” means content the Prospect provides, creates, stores, and processes through the Services, including any input or output generated and returned by the GenAI Functions.
   18. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party.
   19. “Services” means any service offering by Loopio, including but not limited to the response management platform, the Salesforce integration, RFP templates, and related GenAI Functions, and together with all current and future features, functionalities, subscription add-ons, enhancements or any other offerings made available by Loopio to the Prospect, including applicable Documentation.
   20. “Term” means the duration of the free trial.
   21. “User” means an individual authorized by Prospect to access the Prospect’s instance of the Services

 

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