4. OUT OF SCOPE PROBLEMS

Any time incurred by LOOP in diagnosing or fixing problems that are not caused by the Software, or are not covered by this Agreement are billable to You at LOOP's then-existing rates with a four-hours minimum per support ticket created.

5. TERM AND TERMINATION.

5.1. Term of the Agreement. This Agreement commences on the date You purchased or subscribe the Software or LOOP Software Services and continues until the termination or expiration of a relevant subscription term

5.2. Term of the Services. The term of the Services for the Software and LOOP Software Services provided to You on a trial or evaluation basis, shall become effective on the beginning of a trial period and continues until the expiration date of a trial period.

5.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

5.4. Surviving Provisions. The Sections 1, 2, 7, 8, 9, 10 will survive any termination or expiration of this Agreement.

6. INDEMNIFICATION

You hereby agree to indemnify and hold harmless LOOP, its Affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of Your breach of this Agreement and any third party claims arising from Your Data.

7. CONFIDENTIALITY.

7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; LOOP Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement and pricing, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by designated party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.

8. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY

8.1. In no event shall LOOP be liable for any special, indirect, incidental, punitive, or consequential damages, including loss of profits arising from or related to the breach of this Agreement, even if LOOP had been advised of the possibility of such damages.

8.2. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN THE EVENT ANY REMEDY FAILS ITS ESSENTIAL PURPOSE, LOOP’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT ACTUALLY RECEIVED BY LOOP PURSUANT TO THIS AGREEMENT.

8.3. THE SERVICES ARE PROVIDED “AS IS” AND EXCEPT AS SET FORTH IN SECTION 2.2, LOOP MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE OR THE SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR USE BY CUSTOMER. LOOP FURNISHES THE WARRANTIES IN SECTION 2.2 IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.4. No action, regardless of form, arising under this Agreement, may be brought more than one year after the cause of action has arisen, except that an action for non-payment may be brought within three (3) years after the date of the most recent payment.

9. INDEPENDENT CONTRACTOR. All work performed by LOOP in connection with the Software and/or the Services described in this Agreement shall be performed by LOOP as an independent contractor and not as Your agent or employee. All persons furnished by LOOP shall be for all purposes solely LOOP’s employees or agents and shall not be deemed to be Your employees for any purpose whatsoever. LOOP shall furnish, employ, and have exclusive control of all persons to be engaged in performing maintenance services under this Agreement and shall prescribe and control the means and methods of performing such maintenance services by providing adequate and proper supervision. LOOP shall be solely responsible for compliance with all rules, laws, and regulations relating to employment of labor, hours of labor, working conditions, payment of wages, and payment of taxes, such as employment and other payroll taxes including applicable contributions from such persons when required by law.

10. GENERAL PROVISIONS.

10.1. Force Majeure. Except for the obligation to make payments, non-performance of either party shall be excused to the extent the performance is rendered impossible by pandemic, strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers.

10.2. Assignment. This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, provided, however, that LOOP shall have the right to assign this Agreement to its Affiliates without Your prior consent by giving notification to You. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

10.3. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after being sent by confirmed facsimile, or (iv) the first business day after being sent by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

10.4. Feedback. You may from time to time provide suggestions, comments or other feedback to LOOP with respect to any product, material, software or information provided by LOOP (hereinafter "Feedback"). You agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for LOOP. However, LOOP shall not disclose the source of any Feedback without the providing party's consent. LOOP shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind to you. The foregoing shall not, however, affect either party's obligations hereunder with respect to the information protected pursuant to the privacy policy.

10.5. Amendments. This Agreement may be amended by LOOP at any time by providing the new terms and conditions for You to accept when You next log in to the website. LOOP reserves the right to make changes or updates with respect to or in the Services or the Support Plans at any time without notice. You also understand and agree that the Services may include certain communications from LOOP including service announcements, administrative messages, and product updates and that these communications are considered part of your registration, and you will not be able to opt out of receiving them.

10.6. Export Regulations. The parties acknowledge that the Services and all related technical information, documents, and materials may be subject to export controls under laws of the Republic of Singapore and, to the extent applicable, the parties shall (a) comply with all requirements set forth in such regulations, and (b) cooperate fully with each other in any official or unofficial audit or inspection that relates to such export requirements.

10.7. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Republic of Singapore without reference to conflicts of law rules and principles.

10.8. Severability. If this Agreement or any provision thereof is, or the transactions contemplated hereby are, found by a court of competent jurisdiction to be invalid, void, unenforceable for any reason or inconsistent or contrary to any valid applicable laws or official orders, rules and regulations, in whole or in part, the inconsistent or contrary provision of this Agreement shall be null and void and such laws, orders, rules and regulations shall control and, as so modified, this Agreement shall continue in full force and effect and the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law; provided, however, that nothing herein contained shall be construed as a waiver of any right to question or contest any such law, order, rule or regulation in any forum having jurisdiction.

10.9. No Waiver. No provision of the Agreement will be considered waived unless such waiver is in writing and signed by the party that benefits from the enforcement of such provision. No waiver of any provision in the Agreement, however, will be deemed a waiver of a subsequent breach of such a provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of the Agreement will not in any way affect, limit, or waive a Party’s rights under the Agreement at any time to enforce strict compliance thereafter with every term and condition of the Agreement.

10.10. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and, except as otherwise provided herein, no other person will have any right, interest, or claim under this Agreement.

10.11. Entire Agreement. With the exception of prior Non-Disclosure Agreements, if any, the Agreement, together with the exhibits, attachments and appendices hereto, constitutes the entire agreement and understanding between the parties or any of their Affiliates with respect to its subject matters and supersedes all prior agreements, understandings and representations, written or oral, to the extent they relate in any way to the subject matter of the Agreement.

Publication Date : 31st Oct 2020