LEGAL DOCUMENTS

Loop1 Group of Companies Trading Terms and Conditions

Last updated: February 24, 2021

The Loop1 Group (Loop1) of companies operates internationally. These Trading Terms and Conditions are designed to be generic and should be read in conjunction with the relevant country version and jurisdictional laws and regulations. They form the reasonable trading arrangements that should outline the expectations of the parties upon entering into a services contract.

1. Preliminary

These Loop1 Terms shall apply to the supply or potential supply of any product, service and/or maintenance service by any of the companies within the Loop1 Group to any person, firm or company (“Client”).

2. Quotations

2.1. Quotations by Loop1 are based upon the statement of requirements given to Loop1 by the Client and are current for a period 30 days after which they are subject to confirmation or revision by Loop1. Quotations may only be accepted by the Client’s submission of a written purchase order. Prior to Loop1’s receipt of a written purchase order, a quotation is subject to change and/or withdrawal by Loop1 at any time. In the event a Purchase Order cannot be supplied, the Client is required to submit a signed copy of the quote by an authorized representative.

2.2. All verbal quotations are subject to written confirmation by Loop1 prior to acceptance of an order.

3. Accepted Agreement

3.1. Loop1 will be under no liability to supply any product, service and/or maintenance service, until such time as there is an Accepted Agreement.

3.2. Any Accepted Agreement will detail the Loop1 Deliverable and be subject to these Loop1 Trading Terms which are the only basis upon which Loop1 does business. These Loop1 Trading Terms shall prevail notwithstanding any printed or other conditions contained or referred to in any purchase order or other document prepared by or on behalf of the Client.

3.3. No other agreement, representation, promise, undertaking or understanding of any kind, unless expressly confirmed in writing by Loop1, shall add to, vary or waive any of these Loop1 Trading Terms.

4. Variations

An Accepted Agreement may only be canceled or varied with Loop1 consent in writing and which shall not in any way prejudice Loop1 right to recover from the Client full compensation for any loss or expense arising from such cancellation or variations.

5. Prices

5.1. Unless otherwise and specifically stated, prices quoted are in the relevant local currency and include delivery but exclude:

(a) Sales Tax, Customs Duty and any other Government charges or imposts

(b) Insurance

(c) Installation and commissioning

(d) Any National, Provincial or State Taxes, any Value Added Tax (VAT) or Goods and Services Tax (GST).

5.2. The Client agrees to pay and is liable for any tax, levy, impost, deduction, withholding or duty payable by or assessed against Loop1 as a result of or in connection with the supply of a Loop1 Deliverable to the client. The Client further agrees that where any VAT/GST is imposed it shall pay that VAT/GST in accordance with clause 19.

5.3. Prices quoted are based upon the quantities referred to in the quotation. Should there be any variation in the quantities ordered from that quoted, Loop1 reserves the right to amend the prices quoted. In all other aspects, the Contract shall remain in full effect.

6. Invoicing & Payment

6.1. Loop1 shall invoice the Client on the Invoice Date, and the Client shall pay the invoiced amounts by the Due Date, without set off, claim or deduction.

6.2. Service and Engineers Time for work completed shall be invoiced on the first business day of each month unless otherwise agreed by both parties in writing.

6.3. Loop1 reserves the right to close any open service ticket and consider it as work completed if we believe that we have fulfilled the Client requests and informed the Client, but received no response or confirmation from the Client for more than a week. The closed tickets are subject to be invoiced as normal.

6.4. Monthly Managed Services must be paid one month in advance. The invoice shall be issued and sent to the Client on the first business day of the month for the billing period of the following month.

6.5. Loop1 reserves the right to refuse to deliver the service under the monthly managed services agreement if the Client fails to make the payment on time.

6.6. Payment for Goods and Services must be made in full within 14 calendar days from the invoice date unless otherwise agreed upon by both parties in writing.

6.7. Payment must be made in cash unless specifically agreed otherwise by Loop1 in writing. Payment of any invoice, which relates to part of the total value of an Accepted Agreement, shall be deemed an installment and not a deposit. Minor defects or shortages in delivery shall not entitle the Client to delay the payment of any invoice.

6.8. If requested, the Client is required to pay a deposit of 30% of the invoice for any order valued more than US$10,000 before the commencement of the Goods and Services delivery.

6.9. If the Client defaults in paying any invoice or otherwise defaults under these conditions or if a Reconstruction Event occurs, Loop1 shall have the right to do any or all of the following:

(a) withhold/suspend further deliveries of any Loop1 Deliverable to the Client;

(b) Immediately terminate the Accepted Agreement;

(c) Retain any payments already made, sufficient to recover any and all costs incurred by Loop1;

(d) Charge interest calculated daily from the Due Date to the actual date of payment on any amounts owing at the rate equal to 5.00% per annum higher than the rate from time to time fixed by the local jurisdiction. The Client agrees to pay any such interest within 14 days of the date of invoice or written demand.

6.10. The rights set out in clause 6.3 shall be in addition to any other Loop1 rights, including any rights under these Loop1 Trading Terms and any right of action or remedy on Loop1’s part for the recovery of any sums of money due or for any breach by the Client.

6.11. Loop1 agreement to accept payment of invoices other than cash or to extend credit to the Client shall be at Loop1 absolute discretion.

6.12. Without limiting the generality of clause 6.5, letters of credit will only be accepted by prior arrangement with Loop1 and must be:

(a) in favor of Loop1;

(b) consistent with the provisions of these conditions;

(c) in sufficient amounts and for the period necessary to meet payment obligations under these conditions; and

(d) Irrevocable or confirmed by a bank in the relevant operational country that is acceptable to Loop1.

6.13. All costs including bank charges associated with any letter of credit shall be to the account of the Client.

6.14. The Client agrees to pay for any work performed outside the scope of an Accepted Agreement at the prevailing time and materials rates of Loop1 as published from time to time.

7. Warranty

7.1. Subject only to any:

(a) warranties, representations, promises or undertaking expressly provided in these Loop1 Trading Terms; or

(b) warranties or conditions implied by the relevant Federal Acts, State Trade Practices Acts, or State Fair/Deceptive Trading Acts and Territorial Ordinances to the extent that such implied warranties and conditions are incapable of exclusion;

Loop1 gives no other warranty, representation, promise or undertaking in relation to any Loop1 Deliverable. All other warranties, representations, promises or undertakings are expressly excluded.

7.2. Loop1’s obligations under this warranty in relation to a Loop1 Deliverable shall be limited, at Loop1 option, to:

(a) In the case of Product(s), any one of the following:

i. replacement of Product(s) or the supply of equivalent Product(s);

ii. repair of the Product(s);

iii. payment of the cost of replacing the Product(s) or of acquiring equivalent Product(s);

iv. Payment of the cost of having the Product(s) repaired.

(b) In the case of Service(s) and Maintenance Service(s), any of the following:

i. supplying of the Service(s) or Maintenance Service(s) again; or

ii. Payment of the cost of having the Service(s) or Maintenance Service(s) supplied again.

7.3. Freight on warranty claims is at the clients cost.

7.4. Where Loop1 responds to a complaint that is not covered by the above warranty, it reserves the right to charge the Client at its normal rates for travel, subsistence, labor, and materials in carrying out any inspection and rectification.

8. Limitation of Liability

8.1. Subject only to its liability under warranties or conditions implied by the relevant Federal Trade Practices Acts or by applicable State Fair/Deceptive Trading Acts and Territorial Ordinances, Loop1 shall have no liability for any indirect or consequential loss or damage howsoever arising.

8.2. Loop1 cumulative liability for all claims (whether direct or Indirect) shall not exceed the price paid to Loop1 by the Client for the supply of the relevant Loop1 Deliverable in the twelve months preceding the event.

9. Indemnity

9.1. The Client indemnifies Loop1 for any loss, claim, liability or damage caused by or arising from, whether directly or indirectly: the supply by Loop1 of the Loop1 Deliverable except where such loss, claim, liability or damage is caused directly from a negligent act or omission of Loop1 or an employee of Loop1; and the termination of an Accepted Agreement.

9.2. This indemnification shall survive termination of an Accepted Agreement.

10. Intellectual Property Rights

Unless otherwise provided, any supply of a Loop1 Deliverable shall not transfer any intellectual property rights. All design details, specifications, software, technical handbooks, drawings or other data, and all intellectual property contained therein, supplied to the Client whether with or without charge is not transferred to the Client and Loop1 retains the right to have all such data promptly returned upon request. All information contained in such data is copyright and shall be kept confidential by the Client except to the extent that the information is in the public domain.

11. Site Preparation

11.1. Where Loop1 is to supply any Loop1 Deliverable to a Client site, the Client shall be responsible for ensuring that the proposed site is suitable and in accordance with any requirements which Loop1 has notified to the Client before the installation and/or supply is due to commence.

11.2. If Loop1 agrees to delay installation at the request of the Client, the Client shall be liable to pay to Loop1 a monthly fee of 1.5% of the value of the Loop1 Deliverable to be supplied.

11.3. The Client agrees to indemnify Loop1 for any additional expenses it may incur as a result of the site not being prepared in accordance with Loop1 requirements.

11.4. Unless otherwise agreed, if the Client requests that installation and/or supply takes place outside of normal business hours, then Loop1 shall be entitled to charge the Client for any additional labor expenses it incurs as a result.

12. Installation

12.1. Where Loop1 is undertaking an installation, Loop1 shall upon completion notify the Client that the installation is complete by submitting to the Client a Loop1 Client Acceptance Certificate. Within three (3) business days after such notification, the Client shall either accept that the installation is complete by signing and returning the Client Acceptance Certificate or notify Loop1 in writing of those particulars in which the Installation is not complete. Use of any installed Product or failure to either accept or provide notice as set out above shall constitute acceptance of the installation.

12.2. Loop1 shall, at its sole and absolute discretion, take whatever action it deems appropriate after receiving notice of non-conformance to ensure conformance with the Accepted Agreement.

13. Confidentiality

Except as required by law or pursuant to prior written consent, each party agrees to keep confidential and not disclose any information or document of the other party that a reasonable person would consider to be confidential information or which the other party designates as confidential information. Each party will take all reasonable steps to ensure its employees, contractors, agents and advisers comply with this clause. This clause shall survive termination of an Accepted Agreement.

14. Assignment

The Client may not assign any benefit of or obligation or liability under an Accepted Agreement without the prior written consent of Loop1.

15. Force Majeure

15.1. The Client acknowledges that Loop1 shall not be liable in any way whatsoever for any delay or failure to perform in the event that the manufacture, supply or delivery of any Loop1 Deliverable is prevented by any act or circumstance beyond Loop1’s reasonable control including but not limited to an Act of God, legislation, war, riot, fire, drought, flood, explosion, earthquake, other natural disaster, accident, sabotage, failure to obtain power supply or disturbances in supply, raw materials, labor, containers, transportation, lockout, strike, labor trouble or other action taken by employees in contemplation of furtherance of a trade dispute.

15.2. The obligations of Loop1 so far as they are affected by such occurrence, shall be suspended during the continuance of any inability so caused, and such inability shall not be a breach of an Accepted Agreement.

16. Waiver and Severance

16.1. Any indulgence granted by Loop1 to the Client and any failure by Loop1 to insist upon strict performance of these Loop1 Trading Terms shall not be deemed a waiver of any of Loop1 rights or remedies nor be deemed a waiver of any subsequent default by the Client.

16.2. The invalidity, in whole or in part, of any clause in these Loop1 Trading Terms shall not affect the validity of the remainder of such clauses of these Loop1 Trading Terms.

17. Sub-Contracting

Loop1 may, at its discretion and without notification to the Client, sub-contract the manufacture and/or supply of the whole or any part of the Loop1 Deliverable.

18. Resolution of Disputes

18.1. Notification

A party claiming that a Dispute has arisen out of the Agreement must notify the other party in writing (Dispute Notice).

18.2. Dispute resolution

The parties must ensure that their Representatives each use their best efforts to resolve the Dispute.

18.3. Dispute escalation

Either party may escalate the Dispute as follows:

(a) If the Representatives have not been able to resolve the Dispute within 7 days after the issue of the Dispute Notice, either party may escalate the Dispute to the Chief Executive Officer of the parties (or their nominees); and

(b) If the parties cannot resolve the Dispute in accordance with clause 18.2 (Dispute Resolution) within a further 14 days, either party may refer the dispute to mediation by the relevant Commercial Disputes Centre (CDC) for resolution in accordance with the relevant Guidelines for Commercial Mediation of that jurisdiction.

18.4. Costs

Each party must bear its own costs of resolving a Dispute under this clause 18 and the parties to the Dispute must bear equally the costs of any appointed person and independent premises used for resolving or attempting to resolve the Dispute.

18.5. No arbitration or court proceedings

A party must not start arbitration or court proceedings (except interlocutory relief) in respect of a Dispute unless it has complied with this clause 18.

19. Claims by related companies

(a) Client: Loop1 performs all of its obligations under the Master Service Agreement for the benefit of the Client;

(i) May make any claim or commence any action or proceedings against Loop1 in relation to the Master Service Agreement,

(ii) May enforce rights, recover damages and pursue other remedies on behalf of the Client, and,

(iii) Must ensure that none of its Related Bodies Corporate or entities makes a claim of that nature or commences any action or proceedings of that nature.

(b) Loop1: The Service Provider:

(i) Is only the person that may make any claim or commence any action or proceedings against the Client under or in relation to the Master Service Agreement;

(ii) May enforce rights, recover damages and pursue other remedies on behalf of its Related Bodies Corporate; and

(iii) Must ensure that none of its Related Bodies Corporate makes a claim of that nature or commences an action or proceedings of that nature.

(c) Reciprocal Indemnity: Each of the Client and Loop1 (first party) indemnifies the other party against any liability incurred by the other party arising from any claim, action or proceedings in connection with a Master Service Agreement made or brought against the other party by a Related Body Corporate of the first party in contravention of clause 19(b) and (c) to the extent that the liability would not have been incurred if the claim, action or proceedings had been made or brought in accordance with clause 19(b) and (c).

20. Termination

In addition to any other rights contained in these terms, Loop1 shall be entitled to terminate an Accepted Agreement immediately by written notice to the Client, without incurring liability to the Client and without prejudice to Loop1 rights which may have accrued up to the date of termination, if:

(a) The Client materially breaches an Accepted Agreement and fails to rectify such breach within 7 days of written notice;

(b) A Reconstruction Event occurs;

(c) The Client ceases, or indicates that it is about to cease, to carry on business;

(d) Anything happens that reasonably indicates that there is a significant risk that the Client is or will become unable to pay its debts as and when they fall due;

(e) Beneficial ownership of the assets or shares of the Client changes;

(f) The Loop1 Deliverable ceases to be manufactured, distributed, supplied or supported by the manufacturer, distributor, reseller or other person that Loop1 received such Loop1 Deliverable from (including replacement parts and technical assistance) or that Loop1 relies upon or requires so as to supply the Loop1 Deliverable to the Client; and

(g) Loop1 ceasing to carrying on the business of supplying the Loop1 Deliverable including selling, distributing or supporting the Loop1 Deliverable.

(h) If an Accepted Agreement is terminated for any reason, Loop1 may enter the Client’s premises and repossess any tools, materials, spare parts or equipment or any other property belonging to Loop1 in the possession of the Client.

21. VAT/GST

21.1. A party must pay VAT/GST on a Taxable Supply made to it under these Loop1 Trading Terms, in addition to any consideration (excluding VAT/GST) that is payable for that Taxable Supply. It must do so at the same time and in the same way as it is required to pay the consideration for the Taxable Supply.

21.2. A party making a Taxable Supply to another party under an Accepted Agreement must issue a tax invoice to the other party, setting out the amount of the VAT/GST payable by that other party. The party must do so at the time the other party is required to pay the consideration for the Taxable Supply.

21.3. If a party is required under these Loop1 Trading Terms to indemnify another party, or to make a reimbursement or contribution to another party, and that other party can obtain a Tax Credit on an acquisition associated with that indemnity, reimbursement or contribution, the amount the party is required to pay is:

(a) reduced by the amount of that Tax Credit; but

(b) Increased by any VAT/GST payable by that other party in respect of the indemnity, reimbursement or contribution.

(c) However, the amount of an indemnity, reimbursement or contribution is not reduced by the amount of Tax Credit if that credit has already been taken into account in calculating the amount of the indemnity, reimbursement or contribution.

21.4. The supplier of a Taxable Supply warrants that it is registered or will be registered for the relevant National and/or State Business Registry and for VAT/GST purposes at each time a taxable supply is made. The supplier must continually indemnify the other party for any loss it suffers as a result of the supplier not being registered for the relevant National or State Business Registry for VAT/GST purposes. On request by the other party, the supplier must produce evidence that it is registered.

21.5. If an Adjustment Event results in the VAT/GST on a taxable supply being different from the VAT/GST recovered by the supplier, the supplier:

(a) must refund to the other party any excess; and

(b) May recover from the other party any shortfall.

21.6. The recovery of any money from the other party is conditional on an Adjustment Note being given first.

21.7. For the purposes of this clause, the words Adjustment Event, Adjustment Note, Input Tax Credit, Taxable Supply means what it means under each of the relevant jurisdictional taxation systems, Acts and regulations.

22. Publicity

The Client agrees that Loop1 may use or refer to the Client as a client of Loop1, and that Loop1 may use or refer to the Client’s name as a client of Loop1 in Loop1 advertising or publication materials. Loop1 will not disclose any of the commercial terms of this Accepted Agreement or any Confidential Information of the Client in its material.

23. Notices

23.1. Notices under these Loop1 Trading Terms may be delivered by hand, by registered mail, or by facsimile to the registered address of the party.

23.2. Any notice or communication is to be treated as given at the following time:

  • If it is delivered, when it is left at the relevant address;
  • If it is sent by registered mail, 2 (or, in the case of a notice or communication posted to another country, 9) business days after it is posted;
  • If it is sent by fax, as soon as the sender receives from the sender’s fax machine a report of an error-free transmission to the correct fax number.

However, if any notice or communication is given on a day that is not a business day or after 5 pm on a business day in the place of the party to whom it is sent, it is to be treated as having been given at the beginning of the next business day.

24. Survival

Any provisions of these Loop1 Trading Terms which are by nature capable of surviving termination shall do so.

25. Construction of Contract

An Accepted Agreement (which includes these Loop1 Trading Terms), constitutes the entire agreement between Loop1 and the Client regarding Loop1’s supply of the Loop1 Deliverable and supersedes and takes precedent over all prior agreements, understandings, and negotiations.

26. Governing Law

An Accepted Agreement (which includes these Loop1 Trading Terms) is governed by and must be interpreted in accordance with the laws of the jurisdictional entity of Loop1. The Client unconditionally submits to the non-exclusive jurisdiction of the courts in that regional jurisdiction. For the avoidance of doubt in Australia it will be Victoria, in the USA it will be Texas, in the UK it will be HM Commercial Court of England.

27. Severability

If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way.  If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from the Accepted Agreement, but the rest of this document is not affected.

Product (Additional)

P1. Packaging

All Products will be supplied in packaging to Loop1 standard specifications. Any other packaging requested by the Client will be charged in addition to the price quoted.

P2. Delivery

P2.1. Dates of delivery quoted are approximate only, are not of the essence of the contract and a failure to comply with such dates shall not constitute a breach of contract. If any delivery date is specified, Loop1 shall not be liable for failure to meet such date resulting from any cause referred to in clause 15.

P2.2. If delivery of the whole or part of any order is delayed through the fault of the Client or at the Clients request, Loop1 may invoice the Client for the total order or part thereof at such time as Loop1 has either effected or is prepared to effect delivery of the order or part thereof.

P2.3. If by reason of the Clients default or instructions or lack of instruction, Loop1 is unable to dispatch the Products within fourteen (14) days after they are ready for dispatch, the same will be held by Loop1 at the Clients risk and the Client will be liable for Loop1 standard storage charges.

P2.4. Where the Products are to be delivered by installments and the Client either fails to accept any delivery when due or defaults in making any payment due, then Loop1 may cancel any or all subsequent deliveries and the Client shall compensate Loop1 in full for any loss or expense arising from such cancellation.

P3. Passing of Risk

The risk in the Product passes to the Client upon delivery to the Client’s nominated delivery address.

P4. Passing of Title

P4.1. Title to and property in the Products (excluding Software which is subject to clause P7) shall only pass to the Client upon Loop1 receipt of all monies payable by the Client.

P4.2. The Client shall be entitled to sell the Products and pass the property in the same to third parties in the normal course of business until either the Client fails to pay for any Product by the Due Date or the occurrence of a Reconstruction Event, but the proceeds of resale and/or the claim to such proceeds will be held in trust for Loop1 until such time as all sums owing to Loop1 in respect of the sale of such Products have been paid. Until such sums have been paid, the Client shall, subject to the terms of this clause, retain the Products in a fiduciary capacity only.

P4.3. Loop1 shall be entitled at any time, whilst any monies in respect of the Products are outstanding, to notify the Client of its intention to take possession of them.

P4.4. On receipt of notice from Loop1 in accordance with clause P4.3 above or if the Client fails to pay for any Product by the Due Date or the occurrence of a Reconstruction Event, the Client’s authority to sell the Products shall be withdrawn and all proceeds of sale received by the Client from sales made prior to the withdrawal of authority shall be paid by the Client into a Bank account separate from all other of its monies and held in such account for  Loop.  Further, all Products shall be immediately re-delivered to Loop1 and by its servants or agents Loop1 shall have the right during normal business hours to enter upon any land, vessels or buildings to take re-possession of the Products.

P5. Second Hand Sales

Any warranty, representation, promise or undertaking does not apply to the sale of second hand products which are sold as seen, unless otherwise and specifically stated.

P6. Patents

Loop1 warrants to the best of its knowledge that the Products, except when made to a design or drawing provided by the Client, do not infringe any patent held by any third party in the relevant jurisdiction and agrees to indemnify the Client in this respect by refunding any cost and/or damages awarded against the same by final judgment of any Court or competent jurisdiction, provided that the Products shall have been used by the Client in accordance with the Products normal operating procedures and all instructions and directions of Loop1 from time to time, that the Products have not been altered or modified in any way, that Loop1 has been informed forthwith in writing upon the institution of threat of the legal proceedings in question or of any indication that an infringement is being alleged or may have taken place, that the Client shall have supplied all information requested, that the Client has given Loop1 the option of dealing with the matter, including defending and settling any claim that may be made, that the Client gives Loop1 all reasonable assistance in connection with dealing with the matter and defending any claim, and that the Client shall have refrained from any admission or any action by which the extent of liability might have been enhanced. Without limiting the generality of the foregoing, the indemnity given by this clause shall not extend to any Indirect Losses as described in clause 8.

P7. Software License

P7.1. In this clause the expression “Software” shall mean computer programs and routines contained on magnetic tape, disk, a semiconductor device or other memory device or system consisting of;

(a) Hard wired logic instructions which manipulate data in the central processor and control input-output operations and error diagnostic and recovery routines;

(b) Instruction sequences in machine-readable code that control call processing, peripheral equipment, administration and maintenance functions; and

(c) All documentation used to describe, maintain and use such programs and routines.

P7.2. Upon payment in full for the Products, Loop1 shall grant to the Client a non-transferable, non-exclusive, paid-up license to use any Software included in or accompanying the Products. The Client acknowledges that it acquires no right, title or interest in or to the Software or any intellectual property rights contained therein.

P7.3. The Client shall limit the use of the Software to its own internal business purposes, for installation, operation and maintenance of the system purchased pursuant to an Accepted Agreement. The Client shall not use the Software for any other purpose nor allow anyone else to use the Software.

P7.4. The rights granted to the Client by this license are not transferable unless otherwise and specifically agreed to in writing by Loop1.

P7.5. The Client shall hold the software in confidence for Loop1 using no less a degree of care than it uses to protect its own valuable and confidential information. The Client shall not at any time modify, reproduce, enhance, adapt or translate the Software except for the purpose of amending the Clients database.

P7.6. The Client shall not make copies of the Software provided however the Client shall be entitled to make one copy solely for archival purposes. The copy for archival purposes belongs to Loop1 and is subject to this license as if it were the licensed copy of the Software.

P7.7. The Client shall not attempt to reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Software (or any part of the Software) in order to derive the source code or for any other reason nor directly or indirectly allow anyone else to do so.

P7.8. This license may be terminated by Loop1 in the event of any breach of the terms of the license by the Client. Unless so terminated, the license shall continue until the discontinuance of the system or the Software, whichever comes first.

P8. Specifications

All specifications are approximate only and are subject to normal margins of tolerance. Loop1 reserves the right to vary specifications without notice in the light of changes in technical knowledge, production techniques, government or other regulation, consideration of safety or other reasonable cause.

P9. Data and Technical Information

The information contained in the advertising, sales and technical literature issued by Loop1 may be relied upon to be accurate in the exact circumstances in which it is expressed otherwise any illustration, performance details, examples of installations and methods of assembly and all other technical data in such literature are based upon experience and from trials under test conditions. Accordingly, the information contained in Loop1 publications is provided for general guidance only and forms no part of an Accepted Agreement unless expressly agreed in writing. Clients should obtain specific recommendations and advice from Loop1 regarding the uses, programming, defaults and attributes of Loop1’s Products.

Maintenance (Additional)

M1. General

M1.1. Maintenance Services will be provided separately to each Maintenance Site identified in an Accepted Agreement and in compliance with the agreed service levels and terms identified for that Maintenance Site. A reference to Maintenance Support Plan, Maintenance Coverage Type, Maintenance Support Charge, Maintenance Commencement Date, Initial Maintenance Period and Maintained Product shall be as identified in an Accepted Agreement as relating to that Maintenance Site and collectively has the same meaning, wholly or in part as (“Maintained Product”).

M1.2. Term – Maintenance Services will be provided from the relevant Maintenance Commencement Date, for the duration of the Maintenance Term. Unless notice of termination is received by Loop1 from the Client, no later than 30 days prior to the termination date of the Maintenance Term, the agreement to provide and receive Maintenance Services in accordance with the Loop1 Trading Terms, will be automatically renewed for consecutive 12 month periods.

M1.3. Maintenance Services shall be provided, in the sole and absolute discretion of Loop1 by (a) remote diagnostic/modem access and/or (b) attendance at the Maintenance Site by Loop1.

M1.4. Where a fault is cleared by the replacement of a faulty part or item, the replacing part or item may be either new or if not new, the replacing item will assume existing warranty rights of the replaced item.

M1.5. Items removed as a result of Maintenance Services become the property of Loop1. Where replacement items have been derived from the Client’s own stock, Loop1 will provide like items as soon as is reasonably practicable.

M1.6. In the event the fault is not cleared during the relevant Maintenance Coverage Hours, the Client may request Loop1 to complete the work outside the Maintenance Coverage Hours. Loop1 may undertake this work subject to the availability of suitable technical staff and the provision of an authorized work order and acceptance of additional Maintenance Support Charges by the Client prior to commencement of the work. This clause does not apply where the Maintenance Coverage Hours are on a 24 x 7 basis (i.e. Maintenance Coverage – Premium.)

M1.7. A fault will be deemed to have been cleared by the Client when the Client uses the Maintained Product that was subject to the fault.

M1.8. Where the Client has been notified by Loop1 or the manufacturer of any Maintained Product that the Maintained Product or a part has reached its end of life, the Client acknowledges that Loop1 will continue to provide Maintenance Services in respect of that Maintained Product or part, only on a best endeavors basis, for the remainder of the Maintenance Term. If the Client elects not to replace that item of Maintained Product or part with a current replacement or version, the Maintained Product or part will no longer be covered under maintenance in any renewed or extended term.

M1.9. Prior to the relevant Maintenance Commencement Date, Loop1 may inspect any proposed ‘Maintained Product’ at any Maintenance Site to determine whether the proposed ‘Maintained Product’ is in good working condition. If any repairs or services are required to be made, these shall be performed by Loop1 and will constitute additional services and subject to additional Maintenance Support Charges.

M2. Maintenance Services Excluding and Additional Services

M2.1. The Client acknowledges and agrees that Loop1 obligation to provide Maintenance Services only applies to the Maintained Product and does not apply to:

(i) Product excluded or not identified as ‘Maintained Product’;

(ii) Maintained Product which has been operated, used or stored in a manner which is not in accordance with the supplied documentation;

(iii) Maintained Product which has suffered damage through excessive use, misuse, fault or negligent act or omission of the Client or any person other than Loop1 ;

(iv) Maintained Product which has been damaged by electromagnetic or electrostatic interference, or power disturbances;

(v) Maintained Product which has been damaged by being operated with unapproved consumable supplies or accessories;

(vi) Maintained Product which has been modified without the prior written consent of Loop1

(vii) Installation, removal or relocation of Maintained Product by persons other than Company approved staff and contractors;

(viii) Any battery back-up associated with the Maintained Product;

(ix) The refurbishment of the Maintained Product or provision of operating supplies or accessories.

M2.2. If Loop1 agrees to provide the Maintenance Services, even though one or more of the above provisions apply, Loop1 may increase the relevant Maintenance Support Charge or charge an additional amount(s). Loop1 agrees to notify the Client in writing of any increase or additional amount(s).

M3. Maintenance Change Management

M3.1. Client Change Advisory Board or equivalent authority approved requests for changes for part or whole of the Managed Product that are not Moves Adds or Changes (MACs) must be submitted in writing seven (7) to ten (10) calendar days in advance.

M3.2. “Emergency Maintenance changes” means a maintenance change to the Managed Product that is implemented for the purpose of avoiding Downtime.

M3.3. Emergency Maintenance changes will be implemented as requested when approved by the Client. Emergency Maintenance changes will attract costs on a Time and Materials basis.

M4. Maintenance Support Charges

M4.1. The Client acknowledges and agrees the relevant Maintenance Support Charges are based on the capacity of the System as at the date of the Accepted Agreement and that no reduction in the use or the availability of the Maintained Product shall decrease the Maintenance Support Charge payable.

M4.2. The Client acknowledges that the Maintenance Support Charge payable is also based on the Maintained Product as at the date of the Accepted Agreement. In the event that the Client adds any hardware, software, programs or peripheral equipment during the Maintenance Term, or otherwise increases the capacity or functionality of the Maintained Product and/or system during the Maintenance Term, Loop1 may in its sole discretion increase the Maintenance Support Charge to reflect the additional Maintenance Services required to support the additions or enhancements.
Any such increase will be added to the Maintenance Support Charge from date of installation of the Maintained Product, with a pro-rata amount of the increased Maintenance Support Charge payable by the Client for the period from the installation date to the next invoice date.

M4.3. The Client acknowledges that in the event that the Client adds any hardware, software, programs or peripheral equipment or otherwise changes the capacity or functionality of the Maintained Product and/or system during the Maintenance Term which adversely impacts Loop1 provision of Maintenance Services, the Client agrees to pay to Loop1 such fees and costs incurred by Loop1 arising from the addition for the provision of such additional services.

M4.4. The Managed Services agreement shall continue indefinitely unless it is agreed as a fixed term or either party cancels the agreement in writing.

M5. Responsibility of The Client

M5.1. To permit Loop1 to fulfill its obligations pursuant to an Accepted Agreement, the Client shall:

(a) Nominate at least one appropriate person to be the Client’s contact with Loop1 regarding Maintenance Services (such person to be regularly available during normal business hours);

(b) ensure that Loop1’s maintenance personnel have free, safe and uninterrupted access to the Maintained Product at all times during the Maintenance Coverage Hours;

(c) provide, at the Clients own cost, the implementation of network connectivity at their nominated site to facilitate the agreed remote control, access, inventory monitoring and management of the Maintained Product in an Accepted Agreement;

(d) provide at the Clients own cost; the creation of all administrative security groups and or logon accounts needed to allow Loop1 to enable auditing and to fully maintain the Managed Product;

(e) provide, at the Clients own cost, adequate space, light, electric power sockets and access to a telephone and modem;

(f) make available on request the services of any person who operates or is responsible for the Maintained Product at the Maintenance Site;

(g) notify Loop1 immediately in writing if the Client ceases to be in possession of the Maintained Product at the Maintenance Site;

(h) provide full details in writing of any suspected fault to the Maintained Product as soon as possible if requested to do so by Loop1;

(i) abide by and adhere to all operating and routine support procedures specified in the user manual(s) furnished by Loop1 or otherwise notified by Loop1 to the Client from time to time;

(j) use its best endeavors to ensure that the Maintained Product is protected at all times during the period of an Accepted Agreement from unauthorized access, misuse, damage or destruction by any person;

(k) not carry out, or cause to be carried out by other persons, modifications or adjustments to the Maintained Product without the prior written consent of Loop1;

(l) not use, or permit to be used, for any other purpose any tools, equipment or hardware (including any modems, buffer boxes, or spare parts) belonging to Loop1 or allocated to Loop1 for its use which are stored on or at the Maintenance Site to enable Loop1 to provide the Maintenance Services and meet its commitments under Accepted Agreement.

M5.2. Loop1 shall not be liable for any failure to provide the Maintenance Service due to a failure of the Client to comply with its obligations under this clause.

M6. Termination

At least one month’s notice in writing is required to cancel the Managed Services agreement. If the Client wishes to terminate any Maintenance Services during the Initial Maintenance Period, Loop1 will be entitled to, where Maintenance Support Charge for the Initial Maintenance Period is:
Pre-paid in advance: retain an amount equal to 60% of the Maintenance Support Charges for the unexpired portion of relevant Initial Maintenance Period with the balance (40%) refunded to the Client; and
Not pre-paid/not in advance: be paid by the Client (and the Client agrees to pay) an amount equal to 60% of the Support Charges for the unexpired portion of the Initial Maintenance Period.

Definitions

Loop1 Trading Termsshall mean these Terms and Conditions including any additional specific clauses that relate to Product, Services and Maintenance Services.
Loop1 Deliverable – Being any Product, Service and/or Maintenance service required to be supplied to a Client pursuant to an Accepted Agreement.
Accepted Purchase Ordershall mean where Loop1 has provided a quotation to supply product, service and/or maintenance service and a Client has submitted a written purchase order in response to that quotation.
Accepted Agreement – shall mean an Accepted Purchase Order or Separate Agreement Due Date – being the period of time from the Invoice Date, identified in an Accepted Agreement, by which payment is due.
Indirect Loss – includes special, indirect, exemplary or consequential loss, liability or damage, loss of profit or revenue, loss of or inability to use equipment, a failure to realize anticipated savings lost data, lost opportunity, downtime costs or loss of goodwill or business reputation, or any financial penalties imposed by Government or semi-government authority.
Invoice Datebeing the relevant date identified in an Accepted Agreement identifying when an invoice for the supply or intended supply of a Loop1 Deliverable shall be issued.
Productshall include any product, part, component, equipment, system or spare part to be supplied by Loop1 pursuant to an Accepted Agreement.
Managed Productshall include any product, part, component, equipment, system or spare part agreed to be maintained in whole or part by Loop1 pursuant to an Accepted Agreement.
Reconstruction Event shall mean one or more of the following events: any notice that an Administrator, Receiver or Manager is to be or has been appointed to the Client or that the Client becomes the subject of a winding up, liquidation, administration, insolvency or similar insolvency event, (where the Client is a corporate body) any notice that a petition or resolution to wind-up the Client is to be or has been presented (save for the purpose of a reconstruction or amalgamation) a decision by the Client that it intends to make an arrangement with its creditors; any act of bankruptcy by the Client
Service shall include any service to be supplied by Loop1 pursuant to an Accepted Agreement.
Separate Agreement – shall mean when the Company and the Client enter into a written agreement for the supply of product, service and/or maintenance Service.

Maintenance

Initial Maintenance Period – shall be that initial period of time identified in an Accepted Agreement, by which Maintenance Services shall be provided to a relevant Maintenance Site.
Maintained Productshall mean the Product identified at a Maintenance Site in an Accepted Agreement that has been agreed to be maintained.
Maintenance Commencement Date shall mean the date identified in an Accepted Agreement by which Maintenance Services shall be provided from for that relevant Maintenance Site.
Maintenance Service shall mean the service by Loop1 pursuant to an Accepted Agreement, of a Maintained Product to ensure that the Maintained Product operates in accordance with the specifications and manuals of the Maintained Product at the time of installation at the relevant Maintenance Site.
Maintenance Coverage Hours shall mean the hours of maintenance cover as detailed in the relevant Maintenance Coverage Type.
Maintenance Coverage Typeshall mean either (a) Maintenance Coverage-Business, (b) Maintenance Coverage-Extended Business (option A or B) or (c) Maintenance Coverage-Premium.
Maintenance Coverage-Businessshall mean Monday to Friday 8 am to 5 pm (excluding Saturdays, Sundays and Public Holidays).
Maintenance Site – shall mean the relevant Maintenance Site, identified in an Accepted Agreement, at which the Maintained Product is located and Maintenance Services are to be provided.
Maintenance Support Charge – shall mean the charge identified in an Accepted Agreement, at which it has been agreed that Maintenance Services will be provided by Loop1 and paid for by the Client to the Maintenance Site.
Maintenance Support Plan – shall mean either (a) Support Plan – Standard Voice, (b) Support Plan – Enhanced Voice (c) Support Plan – Complete Voice or (d) Support Plan – Data.
Maintenance Term – shall mean the relevant Initial Maintenance Period including any agreed extension or automatic renewal period.

Website Terms and Conditions

Last updated: October 11, 2018

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using our website at https://loop1.com/(“Site”) operated by Loop1 Systems, Inc. (“Loop1”,”us”, “we”, or “our”).

By accessing or using the Site you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Site.

 

Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Site. We may experience delays in updating information on the Site. The information found on the Site may contain errors or inaccuracies and may not be complete or current. Products or services may be described inaccurately and we cannot guarantee the accuracy or completeness of any information found on the Site.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

 

Intellectual Property

The Site and its original content features and functionality are and will remain the exclusive property of Loop1. The Site is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Loop1.

 

Links to Other Web Sites

Our Site may contain links to third-party websites or services that are not owned or controlled by Loop1.

Loop1 has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Loop1 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

 

Indemnification

You agree to defend, indemnify and hold harmless Loop1 and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Site, b) a breach of these Terms, or c) Content posted on the Site.

 

Disclaimer

Your use of the Site is at your sole risk. The Site is provided on an “AS IS” and “AS AVAILABLE” basis. The Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Loop1 does not warrant that a) the Site will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Site is free of viruses or other harmful components; or d) the results of using the Site will meet your requirements.

 

Governing Law

These Terms shall be governed and construed in accordance with the laws of Texas, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Site.

 

Your Privacy

Our Privacy Policy details how your information is used when you use our Site. By using our Site, we process the information you provide us in the ways set out in our Privacy Policy.

 

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide new terms taking effect by posting the changes through the Site.  What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Site after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Site.

Loop1, LLC

Privacy Policy

Overview
Loop1, LLC. (“Loop1”) complies with the EU-US Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set forth by the US Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland transferred to the United States pursuant to the Privacy Shield. Loop1 has certified that it adheres to the Privacy Shield Principles with respect to such data. If there is any conflict between the policies in this privacy policy and the data subject rights under the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification page, please visit https://www.privacyshield.gov/ 

With respect to personal data received or transferred pursuant to the Privacy Shield Frameworks, Loop1 is subject to the regulatory and enforcement powers of the U.S. Federal Trade Commission.

Definitions

For the purposes of this Privacy Policy: “Controller” means a person or organization which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.

“Client” means any entity that purchases the Service.

“Client Data” means the electronic data uploaded into the Service by or for a Client or its Users.

“EU” means the European Union and Iceland, Liechtenstein and Norway

“Personal Data” means any information, including Sensitive Data, that is (i) about an identified or identifiable individual and (ii) received by Loop1 in the U.S. from the EU in connection with the Service.

“Processor” means any natural or legal person, public authority, agency or other body that processes Personal Data on behalf of a Controller.

“Privacy Shield Principles” means the Principles and Supplemental Principles of the Privacy Shield.

“Sensitive Data” means Personal Data specifying medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sex life, the commission or alleged commission of any offense, any proceedings for any offense committed or alleged to have been committed by the individual or the disposal of such proceedings, or the sentence of any court in such proceedings.

“User” means an individual authorized by the Client to access and use the Service.

 

III. Types of Personal Data Collected and Purpose

Loop1 hosts and processes Personal Data to carry out functions and activities at the direction of and pursuant to the instructions of Loop1 Clients or Users when they purchase our services or products, log-in to their account, request information from us, or otherwise communicate with us. The types of Personal Data from Clients or Users Loop1 may collect or have access to in connection with include:

  • Name
  • Email address
  • Business address
  • Business phone number
  • Username
  • Password
  • Job title

In addition, data collection also occurs, for example, when a Client visits Loop1’s website.

  • Contact information, such as name, company, email address, and telephone number; and
  • Personal Data in content Clients provide on Loop1’s website and other data collected automatically through the website (such as IP addresses, browser characteristics, device characteristics, operating system, language preferences, referring URLs, information on actions taken on our website, and dates and times of website visits).

Loop1 may also obtain Personal Data, such as contact information, such as name, and financial account information, of its Client’s representatives. Loop1 uses this information to manage relationships with its Clients, process payments, expenses, and reimbursements, and carry out Loop1’s obligations under its contracts with Clients.

 

IV. Notice
Loop1 notifies Clients and Users about its privacy practices, including the purposes for which it collects and uses Personal Data, the types of Personal Data Loop1 collects, the types of third parties to which Loop1 discloses the Personal Data and the purposes for doing so, the rights and choices Clients and Users have for limiting the use and disclosure of their Personal Data, and how to contact Loop1 about its practices concerning Personal Data.

 

V. Third Party Disclosures
Loop1 discloses Personal Data only to Third Parties that include web hosting, payment processors, data analytics, document collaboration services, communication, and survey who reasonably need to know such data. Such recipients must agree to abide by confidentiality obligations. All Third Parties receiving personal information must have a written confidentiality agreement in place between the Client and Third Party and Loop1 and Third Party that meets or exceeds Privacy Shield standards.

Loop1 may disclose Personal Data that our Clients and Users provide to our Service:

  • To contractors, business partners, and service providers we use to support our Service;
  • In the event Loop1 sells or transfers all or a portion of its business or assets (including in the event of a merger, acquisition, joint venture, reorganization, dissolution or liquidation), in which case Personal Data held by us about our Clients will be among the assets transferred to the buyer or acquirer;
  • If required to do so by law or legal process;
  • In response to lawful requests from public authorities, including to meet national security, public interest or law enforcement requirements.

 

VI. Access

Clients and users in the EU and Switzerland have the right to access their Personal Data. If such Personal Data is inaccurate or processed in violation of the Privacy Shield Principles, a Client or User may also request that the Personal Data be corrected, amended, or deleted.

Pursuant to the Privacy Shield Frameworks, EU and Swiss individuals have the right to obtain our confirmation of whether we maintain personal information relating to you in the United States.  Upon request, we will provide you with access to the personal information that we hold about you.  You may also correct, amend, or delete the personal information we hold about you. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data transferred to the United States under Privacy Shield, should direct their query to privacy@loop1.com.  If requested to remove data, we will respond within a reasonable timeframe.

 

VII. Choice

Loop1 offers Clients and Users the opportunity to choose whether their Personal Data may be (a) disclosed to third-party Controllers or (b) used for a purpose that is materially different from the purposes for which the information was originally collected or subsequently authorized by the relevant Clients or Users. To the extent required by the Privacy Shield Principles, Loop1 obtains opt-in consent for certain uses and disclosures of Sensitive Data. Unless Loop1 offers Clients or Users an appropriate choice, the company uses Personal Data only for purposes that are materially the same as those indicated in this Policy. To exercise their choices, Clients and Users may contact Loop1 as indicated in this Policy or the other Privacy Policies.

Loop1 may disclose Employee Personal Data and Consumer Personal Data without offering an opportunity to opt-out, and may be required to disclose the Personal Data, (c) to third-party Processors the company has retained to perform services on its behalf and pursuant to its instructions, (d) if it is required to do so by law or legal process, or (e) in response to lawful requests from public authorities, including to meet national security, public interest or law enforcement requirements. Loop1 also reserves the right to transfer Personal Data in the event of an audit or if the company sells or transfers all or a portion of its business or assets (including in the event of a merger, acquisition, joint venture, reorganization, dissolution or liquidation).

We will provide an individual opt-out choice, or opt-in for sensitive data, before we share your data with third parties other than our agents, or before we use it for a purpose other than which it was originally collected or subsequently authorized.  To request to limit the use and disclosure of your personal information, please submit a written request to privacy@loop1.com.

 

VIII. Liability for Onward Transfers
Loop1 accountability for personal data that it receives in the United States under the Privacy Shield and subsequently transfers to a third party is described in the Privacy Shield Principles. In particular, Loop1 remains responsible and liable under the Privacy Shield Principles if third-party agents that it engages to process the personal data on its behalf do so in a manner inconsistent with the Principles, unless Loop1 proves that it is not responsible for the event giving rise to the damage.

 

Recourse
In compliance with the Privacy Shield Principles, Loop1 commits to resolve complaints about your privacy and our collection or use of your personal information transferred to the United States pursuant to Privacy Shield. European Union and Swiss individuals with Privacy Shield inquiries or complaints should first contact Loop1 at:

Address:
Loop1, LLC
405 Brushy Creek RD
Cedar Park, TX 78613

Email address: privacy@loop1.com

Phone number: (877) 591-1110

Loop1 has further committed to refer unresolved privacy complaints under the Privacy Shield Principles to an independent dispute resolution mechanism, the BBB EU PRIVACY SHIELD, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit www.bbb.org/EU-privacy-shield/for-eu-consumers for more information and to file a complaint. This service is provided free of charge to you.If your complaint involves human resources data transferred to the United States from the EU and/or Switzerland in the context of the employment relationship, and Loop1 does not address it satisfactorily, Loop1  commits to cooperate with the panel established by the EU data protection authorities (DPA Panel) and/or the Swiss Federal Data Protection and Information Commissioner, as applicable and to comply with the advice given by the DPA panel and/or Commissioner, as applicable with regard to such human resources data. To pursue an unresolved human resources complaint, you should contact the state or national data protection or labor authority in the appropriate jurisdiction. Complaints related to human resources data should not be addressed to the BBB EU PRIVACY SHIELD.

Contact details for the EU data protection authorities can be found at http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm

If your Privacy Shield complaint cannot be resolved through the above channels, under certain conditions, you may invoke binding arbitration for some residual claims not resolved by other redress mechanisms.  See Privacy Shield Annex 1 at https://www.privacyshield.gov/article?id=ANNEX-I-introduction

 

Changes to this Policy 
This Policy may be amended from time to time, consistent with the requirements of the EU-U.S. Privacy Shield principles. Appropriate public notice will be given concerning such amendments.

Effective Date: October 5, 2018

Cookie & Similar Technology Policy

Effective: October 16, 2018

This policy describes how Loop1 uses cookies and similar technologies to make your experience better, faster, and safer, for advertising purposes and to allow us to continuously improve our Service.

In this policy, we’ll refer to Loop1, LLC as (“Loop1”), https://loop1.com/as (“Site”) and the different ways to use our features, and services (together, or individually, the (“Service”), and cookies and similar technologies collectively as (“Cookie Technologies”).

Cookie Technologies

Cookies
Cookies are small data files sent from a server to your web browser. They are stored in your browser’s cache and allow a website or a third-party to recognize your browser. There are four primary types of cookies:

  • Session cookies are specific to a visit and carry information as you view different pages, so you don’t have to re-enter information every time you change pages or attempt to checkout. Session cookies expire and delete themselves automatically in a short period of time after you leave the Site or when you close your web browser.
  • Persistent cookies remember certain information about your preferences for viewing the Site and allow Loop1 to recognize you each time you return. Persistent cookies are stored on your browser cache or mobile device until you choose to delete them, and otherwise typically delete themselves at expiration.
  • First-party cookies are those set by a website that is being visited by the user at the time to preserve your settings (e.g., while on our Site).
  • Third-party cookies are placed by someone other than Loop1 and may gather browsing activity across multiple websites and across multiple sessions. They are usually a type of persistent cookie and are stored until you delete them, or they expire based on the time period set in each third-party cookie.

Other Similar Technologies

In addition to cookies, there may be other similar technologies used by Loop1.

  • Web beacons are tiny graphics (sometimes called “clear GIFs” or “web pixels”) with a unique identifier that are used to understand browsing activity. In contrast to cookies, which are stored on a user’s computer hard drive, web beacons are rendered invisibly on web pages when you open a page.
  • Social widgets are buttons or icons provided by third-party social media providers that allow you to interact with those social media services when you view a webpage. These social widgets may collect browsing data, which may be received by the third party that provided the widget and are controlled by the third parties.
  • Similar technologies are technologies that store information in your browser or device utilizing local shared objects or local storage, such as flash cookies, HTML 5 cookies, and other web application software methods. These technologies can operate across all of your browsers, and in some instances may not be fully managed by your browser and may require management directly through your installed applications or device. We do not use these technologies for storing information to target advertising to you on or off our Site.

Purpose
Our cookies, web beacons and similar technologies serve various purposes, but are generally either necessary or essential to the functioning of our Service, help us improve the performance of or provide you extra functionality of the same, or help us to serve relevant and targeted advertisements.  More generally, Loop1 uses Cookie Technologies for the following reasons:

Strictly Necessary or Essential:

‘Strictly necessary’ or ‘essential’ cookies, web beacons and similar technologies let you move around the Site and use essential features like secure areas and shopping baskets. Without these technologies, the Service you have asked for cannot be provided. Please note that these technologies do not gather any information about you that could be used for marketing or remembering where you’ve been on the internet. Accepting these technologies is a condition of using our Service, so if you prevent these from loading we can’t guarantee your use or how the security, authentication and logging will perform during your visit.

Performance:  

‘Performance’ cookies, web beacons and similar technologies collect information about how you use our Site e.g. which pages you visit, and if you experience any errors. These cookies do not collect any information that could identify you and is only used to help us improve how our Site works, understand the interests of our users and measure how effective our content is by providing anonymous statistics and data regarding how our website is used.  Accepting these technologies is a condition of using our Site, so if you prevent these from loading we can’t guarantee your use or how the security therein will perform during your visit.

Functionality:

These cookies, web beacons or similar technologies are used to provide services or to remember settings to improve your visit.

Advertising:

First or third-party cookies and web beacons may be placed on our Site in order to deliver content, including product related advertisements, relevant to your specific interests on our sites or third-party sites. These technologies allow us to understand how useful our advertisements are and improve the relevancy of the content delivered to our users.

We also utilize 3rd party service providers to assist us in delivering on the same functions, which means that our authorized service providers may also place cookies, web beacons and similar technologies on your device via our services (third party cookies). They may also collect information that helps them identify your device, such as IP-address, or other unique or device identifiers.

You have a variety of tools to control cookies, web beacons and similar technologies, including browser controls to block and delete cookies and controls from some third-party analytics service providers to opt-out of data collection through web beacons and similar technologies. Your browser and other choices may impact your experiences with our Service.

Consent, Contract, and Legitimate Interests in Processing

Certain Cookie Technologies are employed to make the Site function for its intended purpose and are provided based on contractual necessity based on your agreement with Loop1 to perform the Service you have requested. These include the functions strictly necessary to the Service noted above.

By choosing to use our Service after having been notified of our use of Cookie Technologies in the ways described in this Policy, and, in applicable jurisdictions, through notice and acknowledgement of your consent, you agree to such use.

Managing Cookie Technologies
You have the ability to control the use of certain Cookie Technologies.

Opt-in and Opt-out on Browsers

When you use Loop1 via a browser, you can change your web browser’s settings to reflect your cookie preferences for cookies directly from the site you are on or for third-party cookies. Each browser is a little different, but usually these settings are under the “options” or “preferences” menu. The links below provide information about cookie settings for the browsers supported by Loop1:

Opt-out of Third-Party Networks

If you do not wish to have this information used for the purpose of serving you interest-based advertisements, you may decline to receive interest-based ads through Network Advertising Initiative (NAI), click here, (or if you are located in the European Union click here). Please note this does not stop you from being served advertisements. You will continue to receive generic advertisements. Please note that if you reject or block all cookies in your browser settings, you will not be able to take advantage of Loop1’s Service as some cookies are necessary for the Site to function properly.

Google Analytics Opt-out

For Google Analytics Advertising Features, you can opt-out through Google Ads Settings, Ad Settings for mobile apps, or any other available means (for example, the NAI’s consumer opt-out listed above). Google also provides a Google Analytics opt-out plug-in for the web.

Third-Party Tools

Various third parties provide browser plug-ins and apps that can help provide you information on, and limit or block, third-party cookies, web beacons, and some JavaScript-based technologies.

Contact Us
If you have questions about the use of Cookie Technologies at Loop1, please see the “Contact” section of Loop1’s Privacy Policy.

Modern Slavery Act – Statement 2020

Loop1, LLC, and its subsidiaries (‘Loop1’, the ‘Group’ or ‘we’) are committed to conducting our business responsibly and have a zero-tolerance approach to the issue across our business and supply chain. This statement, pursuant to the UK Modern Slavery Act 2015 (the ‘Act’), relates to the financial year ending 31 December 2020. We fully support the aims of the Act and associated standards such as the UN Guiding Principles on Business and Human Rights (UN Guiding Principles) and are committed to tackling slavery and human trafficking wherever we can.

Structure and Business

Loop1, LLC is a leading global IT Operations Management (ITOM) company specialising in the SolarWinds ITOM product offering; and certified Cisco Partner with specialisations in unified communications, Webex collaboration, and Meraki. Our policy is to only deal with best of breed partners to ensure our clients get the products or services that best meet their needs and requirements, regardless of other considerations.

Definitions
Loop1 considers that Modern Slavery encompasses:

  • human trafficking
  • forced work, through mental or physical threat
  • being owned or controlled by an employer through mental or physical abuse or threat of abuse
  • being dehumanised, treated as a commodity, or being bought or sold as property
  • being physically constrained or to have restriction placed on freedom of movement

Partners

As part of our partner selection process, we continue to review evidence of compliance with this legislation with our partners in respect of this matter.

Responsibility for this policy

Loop1, LLC Board of Directors are responsible for the implementation and continued compliance with this policy which they review at the start of each year, maintaining suitable and sufficient resources are available to ensure slavery and human trafficking is not taking place within Loop1, and will use its best endeavours to ensure the same with its partners.

Breaches and Potential Breaches

All employees are encouraged to raise concerns about any suspicion of modern slavery or human trafficking in any part of our business or supply chain. If any employee believes or suspects a breach of this policy, they are instructed to notify their line manager or a member of the Loop1 Leadership Team immediately. We may terminate our relationship with other individuals or organisations who work on our behalf, if they breach this policy.

Compliance Indicators

Loop1 has set the following compliance indicators to measure its effectiveness in ensuring modern slavery is not taking place in Loop1 or its partners:

  • Monitoring new employees to the business – from offers made through payroll
  • Relationships with our partners and communicating our expectations of this policy
  • Loop1 keep a copy of all their partners Modern Slavery Policy documents

Furthermore as part of our ongoing processes we will:

  • Monitor potential risk areas in our partners
  • Identify and assess potential risk areas in our partners
  • Mitigate or resolve any identified risk of slavery and human trafficking occurring in our partners

 

For and on behalf of Loop1, LLC and its subsidiaries.
Anthony Bettanin
Group Chief Operations Officer

Loop1, LLC
405 Brushy Creek Rd
Cedar Park, Texas, 78613, US
Phone: (877) 591-1110
Email: info@loop1.com