702-356-0316

Last Updated and Effective: September 24, 2026

1. BINDING CONTRACTUAL TERMS

Welcome to Nloop.AI! These Terms and Conditions of Use (“Terms”) are a binding agreement between you and Nloop, Inc., a Nevada corporation (collectively, “we,” “us,” “our,” or “Nloop”) and set forth the terms and conditions under which you are authorized to use our website, https://nloop.ai/, Portal (defined below) and any website where these Terms are posted, and any subdomains and mobile versions thereof (collectively, the “Services”). Please note that Nloop’s use of any personal information you provide to us, including during the registration process, is described in our Privacy Policy. By using the Services, you acknowledge that you have been provided with the Privacy Policy and you acknowledge and consent to Nloop’s processing of personal information as described therein. Please note that our Services may incorporate third-party technologies that collect your personal information or receive your personal information from us. These may include such technologies as website analytics, chat-based customer support, video streaming, and targeted advertising. In some cases, these technologies may involve the recording of conversations and other interactions you have with our Services. The data we share with these third parties may include these recordings. By using our Services, you consent to this data sharing.

ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. ACCESSING ANY PART OF THE SERVICES INDICATES THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS AND PRIVACY POLICY, DO NOT USE THE SERVICES.

You may access our Services on behalf of an entity that has entered into a service agreement with Nloop for the use of the Platform or Services (“Customer Agreement”). In the event of a conflict between these Terms and the Customer Agreement, the Customer Agreement will control.

2. ARBITRATION AND CLASS WAIVER NOTICE

IF YOU ARE LOCATED IN THE U.S., PLEASE NOTE THAT THESE TERMS OF USE CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SEE SECTION 17 – DISPUTE RESOLUTION, ARBITRATION, CLASS WAIVER BELOW). THROUGH YOUR AGREEMENT TO THESE TERMS: (I) YOU AND NLOOP AGREE TO RESOLVE THROUGH BINDING, INDIVIDUAL ARBITRATION, AND NOT IN COURT, ANY AND ALL DISPUTES ARISING FROM OR RELATING TO THESE TERMS, THE SERVICES, INFORMATION, OR ANY OTHER SERVICES OR PRODUCTS PROVIDED, SOLD, PURCHASED, MANAGED, OPERATED, OR FULFILLED BY NLOOP; AND (II) YOU AND NLOOP EACH EXPRESSLY WAIVE ANY RIGHTS TO ENFORCE THESE TERMS OF USE IN COURT OR AS A CLASS, SUBJECT TO THE LIMITED EXCEPTIONS DESCRIBED BELOW.

These Terms also include a disclaimer of warranties, a disclaimer of liability, and a release and indemnification by you, in Sections 1, 4, 5, 8, 12, 14, 15, and 16. Please review those sections (and all other terms) carefully.

3. DESCRIPTION OF SERVICES

The Nloop suite of products addresses the challenges in planning, forecasting, executing and optimizing advertising campaigns across digital and traditional media channels. The Services consist of certain Nloop software-as-a-service modules (N-able, Nventory, Ntelligence, etc.) that are ordered by Customer, together with any updates, enhancements, modifications or new versions thereof (“Modules”); as well as a user-facing (non-public) portal that allows you to access certain tools, configurations, interfaces, performance reports, and other information or functionality made available by Nloop (the “Portal”). The Nloop “Platform” consists of the Modules, the Portal and all other Nloop proprietary software and any Nloop APIs.

4. CHANGES

We reserve the right to modify or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Services. YOU AGREE THAT NLOOP WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN THE EVENT THAT WE EXERCISE OUR RIGHT TO MODIFY OR DISCONTINUE THE SERVICES (OR ANY PORTION OF THE SERVICES). Unless explicitly stated otherwise, any new features that augment or enhance the current Services will be subject to these Terms.

We may change these Terms at any time. Please review the Terms each time you visit the Services. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THE Terms. If we materially change these Terms, we will let you know by showing them to you again when you access the Services and sending an email notifying you of the changes to the email address we have on file for you. If we do not have your email address, we will update this page to reflect any changes to the Terms.

5. LINKS TO AND FROM THE SERVICES

The Services may contain links to third-party websites and online services (such as apps, social media sites and third party webpages) that are not owned or controlled by Nloop. Nloop has no control over, and expressly disclaims any and all responsibility or liability for, the content, privacy policies, or practices of any third party websites or online services, and you access and use these websites or online services solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or online services or any association with their operators. In addition, Nloop will not and cannot control or edit the content of any third-party website or online service. Third-party businesses are solely responsible for ensuring that their products, services, or businesses are offered in a safe, legal, and compliant manner. Nloop has no responsibility or liability for any products or services offered through any third-party website or online service.

BY USING THE SERVICES, YOU EXPRESSLY RELEASE NLOOP, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, AND SUPPLIERS (COLLECTIVELY THE “NLOOP PARTIES”) FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICES AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY. ACCORDINGLY, WE ENCOURAGE YOU TO BE AWARE WHEN YOU LEAVE THE SERVICES AND TO READ THE TERMS AND CONDITIONS OF USE FOR EACH OTHER WEBSITE OR ONLINE SERVICE THAT YOU VISIT.

Except as you have otherwise agreed with Nloop in writing, you may link to the website from your website, subject to the following: (1) you may not frame the website or any portion of the website; (2) you will not override or hinder the functionality of an end-user’s web browser’s “back” function; (3) the link must be identified using a plain text rendering of the Nloop name and not any Nloop logo; (4) you may not use any Nloop logos in any way; (5) you may not use the link in any way that suggests that Nloop is associated with or endorses you or your website; (6) the link may not appear on any website that a reasonable person may consider obscene, defamatory, harassing, offensive or malicious, and may not be presented in any way that disparages Nloop or damages its rights, reputation, or goodwill; and (7) we may terminate your right to link to the website at any time for any reason or no reason.

6. ACCOUNT REGISTRATION

To use the Service, an account (“User Account”) will be provisioned to you based on your respective Customer Agreement. You represent and warrant that you will:

  • provide Nloop with accurate, up-to-date, and complete information, which is required to set up a User Account;
  • keep any logins, passwords, or other credentials in connection with the Service secret;
  • be responsible for the actions of any users authorized to access your User Account (“Authorized Users”);
  • ensure that each Authorized User complies with all applicable terms and conditions of these Terms and your respective agreement;
  • maintain and promptly update any information you provide to Nloop; and,
  • notify Nloop immediately of any unauthorized use of this information or any other breach of security within their sphere of responsibility by sending an email to security@nloop.ai.

7. THIRD PARTY ACCESS

If you grant express permission to any third party technology platform operated on your behalf (e.g. an agency, DSP, data supplier, social media platform, search, or other Advertising Partner) that allows you (or Nloop on your behalf) to target, enable, and deliver Campaigns (“Advertising Partners”), to access or connect to your User Account, either through the Advertising Partner’s product or service or through the Service, you acknowledge that granting permission to an Advertising Partner to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for all acts or omissions of any Advertising Partner with access to your User Account and any action of such Advertising Partner shall be considered to be an action authorized by you. Further, you acknowledge and agree that you will not hold Nloop responsible for, and will indemnify Nloop from, any liability arising out of or related to any act or omission of any Advertising Partner with access to your account.

8. USER SUBMISSIONS

You may submit reviews, feedback, notes, text, material, information, comments, messages, ideas, concepts, know-how, techniques, or other communications you transmit, upload, or post to the Services (“User Submissions”). Nloop welcomes your comments and suggestions. Except as described in our Privacy Policy, User Submissions will be considered non-confidential and non-proprietary as to you, but we reserve the rights to treat User Submissions as confidential or proprietary. You understand that Nloop (1) does not guarantee any confidentiality with respect to any User Submissions, (2) does not pay any compensation for User Submissions, and (3) is under no obligation to respond to any User Submissions.

You shall be solely responsible for your own User Submissions and the consequences of submitting them. Nloop does not claim ownership of any of your User Submissions. However, by submitting the User Submissions to Nloop, you hereby grant Nloop and its agents, successors, assigns, affiliates, and service providers a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicenseable (through multiple tiers) and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, broadcast, perform, make, use, import, offer to sell, sell, and otherwise transfer and exploit all copyrights, inventions, and other intellectual property rights in the User Submissions in connection with the Services and Nloop’s (and its successors’, assigns’, and affiliates’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any form and media formats and through any media channels. Without limiting Nloop’s other obligations under these Terms, you hereby grant to Nloop, its agents, successors, assigns, affiliates, and service providers a non-exclusive, royalty-free, paid up, worldwide, transferable and sublicensable license to use User Submissions for any lawful purpose, including to develop, operate, and improve the Platform, and to build and develop the algorithms and software and hardware systems developed or operated by Nloop to analyze, classify, and select third-party segments, to estimate Campaign performance, and generate Outputs via the Platform, including any related model data.

In connection with User Submissions, you represent and warrant that you will not: (1) transmit, submit, or post material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to transmit, submit, or post the material and to grant Nloop all of the license rights granted herein; (2) publish falsehoods or misrepresentations that could damage Nloop or any third party; or (3) transmit, submit, or post material that is otherwise inappropriate. In addition, you agree to pay for all royalties, fees, and other payments owed to any party by reason of your transmitting, posting or submitting User Submissions.

You understand that when using the Services, you may be exposed to User Submissions from a variety of sources, and that Nloop is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. you further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST THE NLOOP PARTIES WITH RESPECT THERETO, AND AGREE TO INDEMNIFY AND HOLD THE NLOOP PARTIES HARMLESS TO THE FULLEST EXTENT ALLOWED BY LAW REGARDING ALL MATTERS RELATED TO YOUR USE OF THE SERVICE.

9. USERS WHO VIOLATE THE TERMS OF USE

Nloop may, at its sole discretion, disable, partially disable, or terminate the accounts of any users who violate these Terms, including, but not limited to, the accounts of (1) users who submit User Submissions that infringe copyrights, trademarks, rights of publicity, or other intellectual property rights, especially if they do so repeatedly, (2) users who provide false or inaccurate information; (3) users who breach these Terms including any warranties; and (4) users who misuse or challenge Nloop’s rights in the Content.

10. RESTRICTIONS ON USE OF THE SERVICE

In your use of the Services, you will not:

  • use the Services for any purpose other than for using the features we intentionally make available to you;
  • copy, download or distribute any part of the Services in any form or medium without the prior written authorization of Nloop;
  • alter, modify or make derivative works from any part of the Services without the prior written authorization of Nloop;
  • resell or attempt to license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to you under these Terms, the Services or any Content, in whole or in part;
  • modify, copy, distribute, download, scrape, use to train, develop or enhance any software, artificial intelligence, machine learning models, or similar technologies, or transmit in any form or by any means any Content from the Services other than your content which you legally post on, through or in connection with the Services;
  • provide false personal information or create an account for anyone other than yourself without permission;
  • create another account without our permission, if we have disabled your account;
  • share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account;
  • assign or transfer your account or login information to anyone;
  • use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Service; provided, however, that general purpose internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent;
  • post, transmit or submit any confidential (including social security or alternate national identity numbers, non-public phone numbers or non-public email addresses), false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, inflammatory, scandalous, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law;
  • upload, download, post, email or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;
  • use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use of the Service;
  • obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Service;
  • impersonate or misrepresent any person or entity or your affiliation with someone else;
  • collect personal information of other users;
  • harvest information about users for the purpose of sending, or to facilitate or encourage the sending of, marketing communications in violation of applicable laws, regulations, or industry rules;
  • remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Service;
  • solicit other users to join, become members of, or contribute money to any online service or organization;
  • post or transmit any worms, viruses, Trojans, or other harmful, disruptive, or destructive files, code, or programs to the Service;
  • stalk, bully, or otherwise harass any person or entity; or
  • harm minors or other users in any way.

Nloop will fully cooperate with any law enforcement authorities or court order requesting or directing Nloop to disclose the identity of anyone violating these Terms.

11. INTELLECTUAL PROPERTY

Everything you see, hear, or otherwise experience on the Services, including but not limited to the graphics, videos, audio recordings, text, software, photographs, scripts, software screens, design elements, artwork, templates, layout designs, interactive features and the like, the concepts and ideas underlying the Services, and all statistical, analytical, and other data captured by or through the Services (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Nloop, subject to copyright and other intellectual property rights under United States and international laws and conventions. Nloop owns the copyright in the selection, coordination, arrangement and enhancement of the Content. Any unauthorized use of any materials on the Services or use of the Marks may violate copyright, trademark, and other laws.

For your personal use, you may view, copy, and print pages from the Services. Otherwise, the Services may not be copied, downloaded, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Nloop reserves all rights not expressly granted in and to the Services, the Content, and the Marks. You agree not to use, copy, download, or distribute any of the Content other than as expressly permitted herein, including any use, copying, downloading, making derivative works from, or distribution of User Submissions of third parties obtained through the Services for any commercial purposes. You may not incorporate the Content into, or stream or transmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by Nloop in writing. You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized in writing by Nloop. You may not build a business using the Content, whether or not for profit. If you copy, screenshot, download, or print pages of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein, nor may you scrape or use any extraction methods to obtain any Content or data from the Services.

12. ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your registration).

WE UNDERTAKE NO OBLIGATION TO UPDATE, AMEND OR CLARIFY INFORMATION ON THE SERVICES OR ON ANY RELATED WEBSITE, INCLUDING WITHOUT LIMITATION, PRICING INFORMATION, EXCEPT AS REQUIRED BY LAW. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services or on any related website has been modified or updated.

13. REPRESENTATIONS AND WARRANTIES

You warrant and represent to Nloop as set out below:

  1. The information you provide to Nloop in any registration or application screen, profile, email, postings, telephone call, or through other means including all personal details, contact details, and all other data provided to Nloop is true in all respects, accurate, up-to-date, and not misleading in any way.
  2. You will keep the information referred to in paragraph (a) up to date.
  3. You will not access the Services under false identity or pretext and will not use it to falsify your or any other person’s identity (however, this will not prevent you from using a nickname by which you are known provided the name is used lawfully and in good faith).
  4. You have the permission of any individuals depicted in photographs, videos, or recordings that you submit to the Services to use their likeness, voice or other identifying characteristics, as well as all other legal rights necessary to grant the license above to Nloop.
  5. You will use the Services lawfully and in good faith.
  6. You will keep your log-in details and password secure and will not share such information with third parties.

14. CAMPAIGN COMPLIANCE

You are solely responsible for the parameters, configuration, and compliance with all applicable laws and regulations of all third-party advertising campaigns designed, modelled, initiated, or analysed on your behalf through the Platform (“Campaigns”), and Nloop shall have no liability under these Terms arising from or related to content uploaded by you into the Platform for Campaign modelling and execution e.g. targeting segments, Campaign flight dates, and similar parameters; or use of any Campaign models, segment recommendations, Advertising Partner recommendations, and similar outputs generated by the Platform for Customer’s use as provided herein, in an SOW, or in the Documentation (“Outputs”). Any Outputs generated by the Platform, including without limitation any proposed marketing segments, including relevant user ID’s, associated preference data and targeting characteristics, or other data made available by or to an Advertising Partner (e.g. campaign performance metrics), or uploaded to the Platform, in connection with the modelling or initiation of a Campaign; configurations; or any aspect of the performance or returns relating to a Campaign, are made available on an “as-is” basis and solely for your convenience. Nloop will not be liable (including for lost profits) arising from or related to Outputs or your use thereof.

You acknowledge and agree that Campaigns and related Outputs may be modelled using artificial intelligence or automated tools and may not be error free. Further, Nloop has no control over the Advertising Partners on which Campaigns are conducted and has no control over Campaign execution, revenue, or performance, or the reporting thereof. Nloop makes no representations or warranties regarding any Outputs or Campaign execution, revenue, or performance, or related reporting. Except and solely to the extent caused by Nloop’s breach of these Terms, Nloop shall have no liability arising from or relating to any actual or alleged violation of applicable law, the then current guidelines of applicable direct or digital advertising associations or similar trade organizations, which terms are binding on Customer (e.g. IAB Standard Terms and Conditions, Network Advertising Initiative’s Code of Conduct, the DAA Self-Governing Principles, and the EDAA European Principles, and any other local equivalent self-regulatory code (“Industry Guidelines”)); Advertising Partner requirements arising from any Campaign initiated via the Platform, including (without limitation) any actual or alleged violations of the IP or privacy rights of any third party, or failure to comply with Campaign content, targeting, or subject matter restrictions of any Advertising Partner or Industry Guidelines.

15. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, THE NLOOP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, RELATED TO OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND ALL CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE NLOOP PARTIES ARE NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, ERRONEOUS DELETION, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF ANY SERVICES.

UNDER NO CIRCUMSTANCES, WILL ANY OF THE NLOOP PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON ANY OF OUR SERVICES OR ANY CONTENT, PRODUCT OR SERVICES PROVIDED TO YOU THROUGH OR IN CONNECTION WITH ANY OF OUR SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF ANY NLOOP PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

IN PARTICULAR, THE NLOOP PARTIES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE REVENUE OR PERFORMANCE OF ANY CAMPAIGN, OR OF THE ESTIMATIONS PROVIDED OR MODELS RELATED TO A CAMPAIGN. THE NLOOP PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL BE FREE FROM BUGS, ERRORS, DEFECTS, VIRUSES OR DEFICIENCIES, OR WILL OPERATE UNINTERRUPTED OR ERROR-FREE. WITHOUT LIMITING THE FOREGOING, NLOOP MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM NLOOP, ITS LICENSOR(S) OR ANY AFFILIATES WILL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE UNLESS AND TO THE EXTENT EXPRESSLY STATED IN THESE TERMS.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE NLOOP PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS OR THE TOTAL AMOUNT PAID BY YOU TO NLOOP IN THE TWELVE MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

You acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms.

16. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE NLOOP PARTIES FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSE, AND ATTORNEY’S FEES ARISING TO ANY OF THE NLOOP PARTIES AS A RESULT OF ANY CLAIM, DEMAND, OR PROCEEDINGS BROUGHT OR THREATENED AGAINST THE NLOOP PARTIES IN CONNECTION WITH (1) YOUR USE OF, ACCESS TO, OR MISUSE OF THE SERVICES; (2) YOUR BREACH OF ANY OF THESE TERMS OR APPLICABLE LAW; (3) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (4) ANY CLAIM THAT ANY OF YOUR USER SUBMISSIONS CAUSED DAMAGE TO AN INDEMNIFIED PARTY OR A THIRD PARTY; (5) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE SERVICES; OR (6) ANY ACTIVITY USING YOUR EMAIL ADDRESS OR ACCOUNT BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICES USING YOUR EMAIL ADDRESS OR ACCOUNT.

You shall cooperate as fully as reasonably required in the defense of any claim. Each Nloop Party reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement that affects the rights of any Nloop Parties without each applicable Nloop Party’s prior written approval.

IF THE NLOOP PARTIES TAKE ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TERMS, THE NLOOP PARTIES WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEY’S FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO THE NLOOP PARTIES.

17. DISPUTE RESOLUTION, ARBITRATION, AND CLASS WAIVER

This Section applies only to U.S. Users:

Any dispute arising out of or relating in any way to your use of our Services or any products, services, or information you receive through our Services, shall be submitted to confidential, binding arbitration in the city of Las Vegas, Nevada, USA, or, if required by applicable law, in the county seat of the county within the USA where you reside. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing arbitration requirement, with regard to any actual or potential violation of our intellectual property rights, we may seek injunctive or other appropriate relief in the courts located in the city of Las Vegas, Nevada, USA, and you hereby consent to the exclusive jurisdiction of such courts and waive all objections thereto.

WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. NO ARBITRATION UNDER THESE TERMS OF USE MAY BE JOINED WITH ANOTHER ARBITRATION RELATED TO THE SUBJECT MATTER OF THE DISPUTE OR ANY OTHER CLAIMS UNDER THESE TERMS OF USE. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

The following processes shall govern the arbitration process:

  • Before commencing an arbitration, you agree to inform us of the nature of the claim and the relief you seek by sending an email to legal@nloop.ai so stating.
  • Within seven (7) business days of receiving the email, we will contact you and thereafter you and we will attempt to resolve the claim or issue in a satisfactory way.
  • If, following these attempts at exploring a resolution, you intend to proceed with an arbitration claim, you and we will seek to reach an agreement on the selection of an arbitrator to hear and decide the dispute and how it will be heard, including whether to submit the dispute to the arbitrator only in written form, by proceedings conducted via video or in-person.
  • In the event that you and we cannot agree on an arbitrator, the process set forth in Section 11(a) of the Uniform Arbitration Act, or any comparable provision in your state will be followed.

18. CHOICE OF LAW

The Terms, and the relationship between you and us, will be governed, interpreted, and construed in accordance with the laws of the State of Nevada without regard to the principles of conflicts of laws. Subject to Section 17 (Dispute Resolution, Arbitration, and Class Waiver), any legal action or proceeding relating to these Terms will be instituted exclusively in a state or federal court in the State of Nevada. The parties will submit to the exclusive jurisdiction of, and accept that venue is proper in, these courts in any such legal action or proceeding.

19. TERMINATION

We may restrict, suspend or terminate your access to the Services immediately and without liability if we reasonably believe you are in breach of our terms and conditions or applicable law, or for any other commercially reasonable purpose upon providing reasonable notice. We maintain a policy that provides for the termination in appropriate circumstances of the Services use privileges of users who are repeat infringers of intellectual property rights.

20. GENERAL

  • The Terms, along with any additional terms applicable to parts of the Services you use, contain the entire agreement between you and us regarding the use of the Services, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance shall be placed on any representation made but not expressly contained in these Terms.
  • Any failure on Nloop’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by Nloop.
  • If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
  • The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Nloop’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
  • You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Nloop as a result of these Terms or your use of the Services.
  • The section titles in the Terms are for convenience only and have no legal or contractual effect.
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