Last Updated: October 2, 2018

This Loopio Solution Trial Agreement (the “Agreement”) governs your access to and use of: (i) our proprietary request for proposals and security questionnaire response software-as-a-service platform (the “Loopio Platform”); and (ii) any documentation made available by us to you in respect of the Loopio Platform (such documentation together with the Loopio Platform, the “Loopio Solution”). This Agreement forms an agreement between Loopio Inc. (“Loopio”, “us”, “we”, “our”), with its principal place of business located at 310 Spadina Ave #600, Toronto, ON M5T 2E8 and you. The terms “you” or “Trial Customer”refers to the person or entity accessing or otherwise using the Loopio Solution, and each of Loopio and Trial Customer will individually be referred to as a “Party” and jointly as the “Parties”.

BY ACCESSING OR USING THE LOOPIO SOLUTION (THE DATE OF YOUR FIRST ACCESS OR USE, THE “EFFECTIVE DATE”), YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE LOOPIO PLATFORM IS TRUE, ACCURATE, CURRENT AND COMPLETE; AND (B) ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 10(d) (CHANGES TO THIS AGREEMENT) BELOW. IF YOU ARE USING THE LOOPIO SOLUTION ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, YOU WILL NOT ACCESS OR USE THE LOOPIO SOLUTION

1. Definitions.

(a) “Content” means any data, information, records, files and content that you load, transmit to or enter into the Loopio Platform or otherwise provide to us, and any and all intellectual property rights in any of the foregoing. 

(b) “De-Identified Information” means anonymized and aggregated data that does not contain any Personal Information.

(c) “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, and results from processing in any form or medium, and “Modify” has a corresponding meaning.

(d) “Personal Information” means information about an identifiable individual that is transferred by Trial Customer, or its permitted agents, to Loopio hereunder.

2. Loopio Platform Availability. 

(a) Provisioning of the Loopio Platform. Subject to your compliance with your obligations hereunder, we will use commercially reasonable efforts to make available the Loopio Platform to you for the sole purpose of evaluating the Loopio Platform. 

(b) Limitation, Suspension, or Termination of Access; Loopio Platform Upgrades and Scheduled Downtime. We may, at our discretion and without notice: (i) suspend, terminate or limit your access to, or use of, the Loopio Platform or any component thereof; or (ii) Modify the Loopio Platform.

3. Intellectual Property

(a) Ownership of Loopio Property. We expressly reserve all rights (including intellectual property rights), title, and interest in the Loopio Platform (or any part thereof), all De-Identified Information and all other materials or content provided by us under this Agreement, including any and all Modifications to any of the foregoing (the “Loopio Property”). Except as expressly set out in this Agreement, all rights, title and interest in the Loopio Property will remain with us or our third party suppliers, as applicable. The Loopio Property is licensed and not “sold” to you.

(b) License to Content Provided by Customer. You grant to us a non-exclusive, royalty-free, irrevocable, fully paid-up, perpetual, sublicensable, transferrable and worldwide license during the Term to: (i) access, use, store, process and Modify the Content to perform our obligations or to exercise our rights hereunder; and (ii) to generate De-Identified Information.

4. Loopio Platform Usage Restrictions.

(a) You will not, and will not permit any other person to:

(i) use the Loopio Platform other than as permitted by this Agreement;

(ii) use the Loopio Platform to upload, collect, transmit, store, use, disclose or process any Content: (A) that you do not have the lawful right to upload, collect, transmit, store, use, disclose or process; or (B) in a manner that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party;

(iii) reproduce, copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the Loopio Platform or any part thereof or otherwise attempt to discover any source code to the Loopio Platform; or

(iv) use the Loopio Platform for the purpose of building a similar or competitive product or service.

5. Confidential Information.

(a) Definitions.  For purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as “confidential” or that a reasonable person would understand to be confidential, including Personal Information; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing, the terms and conditions of this Agreement and all Loopio Property (including any part thereof), whether marked as “confidential” or not, will be Loopio’s Confidential Information.

(b) Confidentiality Covenant.  Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own employees or contractors having a “need to know” and that have entered into written obligations of confidentiality no less protective of us than this Agreement; (ii) use Confidential Information of the Discloser except to exercise its rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any confidentiality legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 5 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure. Upon the earlier of: (A) Discloser’s written request; and (B) the termination or expiration of this Agreement, Recipient will return or destroy all Confidential Information of Discloser in its possession or control and cease all further use thereof. Notwithstanding the foregoing, we may retain a copy of any Confidential Information of yours (including Content) for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory or reasonable internal back-up or archival practices or policies.

(c) Exceptions to Confidentiality.  Notwithstanding Section 5(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) in the case of us, to its employees, contractors, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to our business; or (iii) in the case of us, to potential assignees, acquirers or successors of ours if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of ours.

6. Privacy

(a) Access to your User Account Information. During the course of making available the Loopio Platform to you we may host, disclose, collect, store and use Personal Information of your authorized users granted access by you to the Loopio Platform (each, a “User”) in accordance with our Privacy Policy, including: (i) if required by applicable law or any governmental or regulatory authority; or (ii) if necessary to perform our obligations or to exercise our rights under this Agreement, including to monitor usage by your Users, and detect, investigate or prevent any actual or potential violation of this Agreement, including the restrictions set out in Section 4 (Loopio Platform Usage Restrictions).

(b) Personal Information. The primary purpose of the Loopio Platform is not to host, process or store Personal Information of third parties uploaded by you. To the extent that you upload such Personal Information you are responsible for ensuring that your use of the Loopio Platform and provision of such Personal Information is in compliance with all applicable privacy laws and that you have provided all necessary notice, obtained all necessary consents and otherwise have all authority to provide such Personal Information to us for the purposes of this Agreement.

(c) Privacy Policy.  Customer understands that any Personal Information will be treated in accordance with Loopio’s Privacy Policy, the then-current version is accessible via https://www.loopio.com/privacy (the “Privacy Policy”). We reserve the right to update the Privacy Policy and an up-to-date version of our then current Privacy Policy will be made accessible on our website.

7. Warranty; Disclaimer; Indemnity. 

(a) Trial Customer Warranty Regarding Content.  You represent and warrant to, and covenant with us that the Content will only contain Personal Information in respect of which you have obtained all applicable third party consents, authority and permissions, and have made all applicable third party disclosures, in each case as required by applicable laws, regarding all collection, storage, access, use, disclosure, transmission and processing of Personal Information, including the processing of Personal Information to create De-Identified Information.

(b) GENERAL DISCLAIMER. THE LOOPIO SOLUTION (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY US TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND.

(c) Indemnity. You will defend, indemnify and hold harmless us, our employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and reasonably attorney’s fees), directly or indirectly arising from or in connection with, or relating to: (i) the Content; (ii) your breach of any of your representations under Section 7(a); (iii) your use of the Loopio Solution contrary to this Agreement or any documentation made available by us in respect of the Loopio Solution; or (iv) your misrepresentation, criminal behaviour, wilful misconduct or gross negligence. You will fully cooperate with us in the defense of any claim defended by you pursuant to your indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of ours.

8. Limitation of Liabilities.

(a) IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED ONE HUNDRED UNITED STATES DOLLARS. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. 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. Term and Termination; Survival

(a) Term and Termination.  This Agreement will commence on the Effective Date and continue until the earlier of: (i) the date that this Agreement is terminated earlier in accordance with its terms; or (ii) the trial or evaluation end date set out in our email inviting you to participate in the trial or evaluation of the Loopio Solution or any subsequent email from us to you amending such trial or evaluation end date (the “Term”). 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. 

(b) 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 (Intellectual Property), Section 5 (Confidential Information), Section 6 (Warranty; Disclaimer; Indemnity), Section 8 (Limitation of Liabilities), Section 9(b) (Survival), and Section 10 (General Provisions).

10. General Provisions.

(a) Notices. Notices must be in writing and sent: (i) if to us, to the addresses set out in the first paragraph of this Agreement; and (ii) if to you, to the address we have on file for you.

(b) Choice of Law.  This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles.  The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.

(c) Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.

(d) Changes to this Agreement.  EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WE RESERVE THE RIGHT TO CHANGE THIS AGREEMENT AT ANY TIME AND WITHOUT NOTICE.  YOUR CONTINUED ACCESS TO AND USE OF THE LOOPIO SOLUTION AFTER ANY CHANGES TO THIS AGREEMENT INDICATES YOUR ACCEPTANCE OF SUCH CHANGES.  IT IS YOUR RESPONSIBILITY TO REVIEW THIS EULA REGULARLY FOR ANY CHANGES.

(e) English Language.  It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.