This agreement constitutes a binding a legal agreement made between Loop Platform Pty Ltd ACN 610 813 648 (“we”) and the individual user (“you”)regarding the service we provide through any of our mobile device applications or corresponding website.
Our provision of the service to you is conditional upon your acceptance of this agreement. By registering for our service or using any part of our service you agree to this agreement.
When reading this agreement, please note that the definitions of capitalised phrases(like “Service”), and rules of interpretation, set out in clause 16apply.
1.1 Subject to termination or suspension of theService under clause 8, from the date that we accept your registration by issuing or accepting a Login (see clause 4 below) we will provide the Service to you in accordance with this agreement.
1.2 Upon registration for the Service you may choose, or may be are allocated to, a particular category of user (being either a student, teacher or leader) and may be registered as being connected with the relevant Client (if any) of ours. The extent of the Available Content, and functionality of the Loop App, that can be accessed by you will depend upon your user category, subscription type and registration of your connection with the Client. We or an administrative user associated with theClient (if any) may change your user category from time to time or remove your registered connection with the Client.
2.1 You must abide by the following rules, when accessing or using the Service, including any functions enabling you to submit or post Content or to interact with others:
● You must not submit, post or upload Unacceptable Content.
● All Content that you submit or post using the Service must relate to the delivery of education, including student or teacher feedback about it. The Service must not be used for broader social interaction.
● You must not use the Loop App for any unlawful purpose or to violate any applicable law.
● You must not, and must not permit any other person to, use the Loop App or the functionality and information it provides in any way which could damage our reputation or the reputation of the Loop App, or results or could result in loss or damage to any person.
● You must not impersonate any person, or falsely state or otherwise misrepresent your affiliation with a person.
● You must not attempt to gain access to any Content accessible through the Loop App that is not intended to be accessed by you.
● You must not advertise any goods, services or platform. "Junk mail", "spamming", "chain letters", "pyramid schemes" and similar activities are strictly prohibited.
● You must not solicit anyone to buy or sell any product or service, or to make any donation of any kind.
3.1 Without limiting any other right of ours under this agreement, we may (but are not obliged to) remove or take down any Content that you provide via the Service that is inconsistent with clause 2.
3.2 Although other users of the Service are subject to standards of conduct and rules in relation to Content (such as in clause 2), you agree and acknowledge that:
● we do not ordinarily vet or censor any Available Content and are under no obligation to do so;
● some Available Content may not be consistent with clause 2;
● Available Content that is specifically in relation to you might not all be positive and may express feelings or thoughts of other users that do not relate directly to any previous communication with them;
● you may find Available Content offensive, indecent or objectionable;
● we do not warrant the accuracy, legitimacy or legality of any Available Content;
● we exclude all liability to you in respect of any Available Content;
3.3 You may report inappropriate Content or other misuse of the Loop App by others through firstname.lastname@example.org. We may (but are not obliged to):
● remove any Available Content;
● terminate or suspend the provision of the Service to the relevant users;
● report the Content to our Client; and
● request that our Client take appropriate action.
4.1 As part of the process of your registration as a user of the Service, we will issue to you or approve (subject to any validation process) a single user ID and password, which together are referred to as a “Login”.
4.2 You must keep your Login strictly confidential and not share it with any other person. You must store it securely at all times and change your password using the mechanism provided through the Service upon becoming aware that the password may be lost or stolen, or becoming aware or suspecting that another person knows the password, or has used your Login without your authority.
4.3 You are liable for, and we may rely upon, all use of the Service, and all instructions, communications and Content submitted via the Loop App or to us in connection with any use of the Login, including where the information or communication is submitted:
● by a person other than you (or an authorised representative of you);
● by a person using the Login fraudulently or without authority; or
● by means of a machine rather than by direct or in direct human intervention or initiation.
Without limiting the above, we are entitled to treat all use of the Service made using the Login as use by you and that you have authorised.
5.1 You agree and acknowledge that your use of the Loop App on a mobile device may incur data charges.
5.2 You must ensure that any Content you provide to us as part of your registration or your use of the Loop App is and remains true, accurate and current and must promptly update it via the Service to reflect any change.
6.1 We may modify, update, add to or remove functionality of the Loop App (including any Loop App) or Service from time to time without notice to you. We may at any time require that you download and install the latest version of the LoopApp and any updates before continuing to use the Service. It is your responsibility to ensure that you have obtained the most up to date version of the Loop App at any given time.
6.2 We may from time to time in our discretion provide support in relation to the Loop App.
7.1 Except as required under any consumer protection law (including the Australian Consumer Law) we do not provide any guarantee or warranties in relation to the Loop App or Service.
7.2 Further to clause 7.1, to the extent permitted by law we exclude all warranties and representations that the Loop App or Service will:
● meet all of your business or other requirements or expectations;
● be complete, accurate, up-to-date, free from errors or omissions, programming bugs or viruses or have full functionality; or
● will be continuously available or will be available without interruption (whether due to factors inside or outside our control, including routine maintenance, malfunction or failure of equipment, software, utilities or internet access or delay or failure of transmission), and to the extent permitted by law we exclude liability for all loss for damage that may arise through your use of, or your inability to use, the Loop App or Service.
7.3 We may keep a back-up of data transmitted through the Loop App or Service but, except to any extent required by law, we are not obliged to do so and do not guarantee that we will keep any such data for any given period of time.
7.4 Further, the remedies for breach of contract or any breach of any consumer protection law shall be limited to the minimum remedy that may be required by law in any respect of any such breach. Without limiting the foregoing, to the extent possible we exclude all liability for:
● special, indirect or consequential loss, including loss of profits, loss of data or business interruption;
● any loss that was not reasonably foreseeable;
● loss or damage that was not caused by our negligence or our breach of this agreement or any statutory obligation to you;
● any loss or damage caused or contributed to by you; and
● any loss or damage the extent of which could have been minimised by you.
7.5 To the extent permissible at law, our total liability to you arising in relation to any calendar year will be limited to the amount (if any) you have paid for your access to the Loop App or Service in that calendar year.
7.6 Subject to any law to the contrary, you must at all times indemnify and hold us and our directors, officers, employees and agents (“those indemnified”) harmless from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified from any proceedings against those indemnified where such loss or liability was (without limitation) caused by:(a) a breach by you of your obligations under this agreement; (b) any wilful, unlawful or negligent act or omission by you; or (c) any use of or reliance on the Loop App or Service.
8.1 We may at any time with immediate effect do any of the following (in our discretion):
● terminate your access to, or use of, the Service;
● suspend your access to, or use of, the Service; or
● remove from your registration your connection with our Client and any membership of any group associated with our. Client, without notice to you if:
● you breach this agreement;
● you have not paid, or do not pay, to us any applicable fee, payable by you in connection with the Service; or
● where you are associated with the Client (as a student, teacher or leader) and:
8.2 We may also suspend access to, or use of, the Service at any time without notice to you if necessary or desirable to conduct maintenance or repair of relevant equipment, software or systems.
9.1 You may at any time terminate this agreement by notice to us. Unless expressly agreed with you or our Client, and unless required by law, termination by you of this agreement does not affect any obligation of yours, or of our Client, to pay us any fees due at the time, or entitle you or our Client to any refund of any payments made.
9.2 Without limiting any other right or remedy hereunder, we may terminate this agreement without prior notice if you:
● breach this agreement;
● are subject to, or threaten to become subject to, an event of insolvency; or
● have not used the Service for more than 12 months.
9.3 Clauses 3, 4, 7, 8, 9, 10, 11 and 12 will survive any termination of this agreement.
9.4 If you terminate this agreement then we will also de-identify your account if you notify us to request it.. When we de-identify your account we will delete the name and address details included in the registration of your account (and any other copies of them used by the Loop App). We will also delete Content that you have provided via the Loop App, except to the extent that any of that Content that has become part of the Content associated with another user (as it is impractical for us to delete that).
10.2 You agree that we own, or use under licence, allIntellectual Property associated with the Loop App or Service and any other materials or Content created by us or on our behalf (including but not limited to images, photographs, animations, video, audio, text, software code, functionality, the interface and accompanying printed or marketing materials). Your license to use that Intellectual Property is strictly as set out in the End User Licence Agreement. All other rights are reserved.
10.3 Except if and to the extent only expressly permitted at law, you must not copy, decompile, reverse engineer, rent, lend, sell, redistribute, sublicense, attempt to derive the source code of or modify all or any part of the Loop App, nor create any derivative works of all or any part of the LoopApp.
10.4 “Loop”, “Loop HQ” and corresponding logos are trade marks of Loop Holdings Pty Ltd, used by us under licence. You must not use them without our express permission.
10.5 If any third party claims that the Loop App orService infringes their Intellectual Property you agree that we shall be solely responsible for the investigation, defence, settlement and discharge of any such claim.
12.1 We may amend or replace this agreement from time to time, with or without prior notice to Users, by posting an updated agreement to the Loop App. Any updated agreement becomes effective as soon as it is posted. If any updated agreement constitutes a material change to this agreement, then we will endeavour to post an announcement through the Loop App or notify you by email. Your continued use of the Loop App following any amendment constitutes your acceptance of any updated agreement. If you do not agree to any updated agreement you must cease use of the Loop App.
13.1 You must send any notice or other written communication to us under or in connection with this agreement by email to the address below, unless we notify you of a change of the relevant address. We may send you notices or other written communications via the Loop App.
14.1 We may at any time, without your consent, assign any or all of our rights under this agreement and subcontract any or all of our obligations under this agreement.
15.1 This agreement is subject to the laws of the State of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.
16.1 In this agreement the following expressions have the following meanings:
Available Content means Content provided by other users or third parties that is accessible to you through the Loop App.
Client means the institution or school (if any) that has paid for your access to the Service.
Content means any information, question, data, documents, pictures, graphics, video, audio, text or other content, in each case in any form.
Customer Agreement means the relevant agreement between our Client and us that provides for your use of the Service in connection with our Client.
End User Licence Agreement means the separate User Software Licence Agreement between you and us regarding our licence to you of the relevant mobile device application.
Intellectual Property means any intellectual property rights in existence now or coming into existence in the future anywhere in the world and includes rights in respect of copyright, trade marks (whether registered or unregistered), inventions, patents, designs (whether registered or unregistered), confidential information and know how.
Loop App means our mobile device applications, our website that provides functionality similar to our mobile device applications, and all included programs, data, user interfaces and printed or electronic documentation.
Service means the service (as varied from time to time by us) that we provide via the Loop App for you or others to ask a question or send any other communication, and for others or you to receive communications, including:
● receiving or providing Content from or to you via the Loop App;
● processing or analysing that Content in any way, including its aggregation with Content from others; or
● providing that Content (in its original form or aggregated with Content from others) to others via the Loop App,
and any functionality or service (including any support) that we provide in connection with the foregoing, but excludes the separate licensing of any Loop App to you under the End User Licence Agreement.
Unacceptable Content means Content:
● that contains material that is inappropriate, tasteless, unlawful, threatening, abusive, hateful, profane, vexatious, defamatory, obscene, pornographic, harassing, racially vilifying or indecent;
● that contains any virus, worm, "Trojan horse", corrupted file or any similar software or programs that may adversely affect the operation of another's hardware or software; or
● where its disclosure or use infringes any patent, trade mark, trade secret, copyright or other proprietary right of any person, breaches any obligation of confidentiality or compromises another person’s privacy.
16.2 In this agreement unless the context other wise requires:
● the singular includes the plural and vice versa;
● a reference to any gender includes the other genders;
● references to persons include corporations;
● a provision of this agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the agreement or the inclusion of the provision in the agreement; and
● “including” and similar expressions are not words of limitation.