Terms and Conditions of Use

ccLoop, Inc. (collectively, “we,” “us” or the “Company”) provides you access to the ccLoop website, available at the entry-point URL https://www.ccloop.com, (the “Site”) and to the information, services and other materials available on and through the Site, (collectively with the Site, the “Service”), available subject to the terms and conditions described in this document (the “Terms of Use” or “Agreement”) and any other guidelines, rules or licenses posted in connection with the Services.

1. ACCEPTANCE OF TERMS.

The Terms of Use constitute a binding legal agreement between ccLoop and you. By accessing and/or using the Site, you agree to be bound by this Agreement, whether you are a “Visitor” (meaning you simply browse the Site, including, without limitation, through a mobile or other wireless device, or otherwise use the site without being registered), or you are a “Member” (which means that you have registered with ccLoop for a User ID and User Password (defined below)). The term “User” refers to a Visitor or Member. You are authorized to use the Site only if you agree to abide by all applicable laws, rules and regulations and the terms of this Agreement.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE SITE. CCLOOP’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, TO THE EXCLUSION OF ALL OTHER TERMS.

2. MODIFICATION OF TERMS OF USE.

We reserve the right to change or modify the Terms of Use at our sole discretion at any time. Any change or modification to the Terms of Use will be effective immediately upon posting on the Site. We will take reasonable steps to notify you of any changes or modifications to the Terms of Use. Your continued use of the Site or Services constitutes acceptance of any changes or modification made by us to the Terms of Use.

3. SITE USER CONDUCT.

In order to access and use the Site, you will need to provide a current e-mail address to access certain portions of the Service. You will need to select a login identification (“User ID”) and a user password (“User Password”) that is unique and entirely different from your User ID. You agree that you will never divulge or share access to your User ID or User Password with any third party for any reason. You agree not to allow any third party to access or use your user account or provide them with your login information to do so.

Our Privacy Policy is hereby incorporated into this Agreement by reference. Please read this policy carefully for disclosures relating to the collection, use, and disclosure of your personal information.

The Service is not available to minors under the age of 18 or to any users suspended or removed from the system by ccLoop for any reason. If you do not qualify, you may not use the Service.

As a condition of accessing the Site and/or using the Service, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Services other than as expressly allowed under these Terms of Use; (b) use the Company’s name, trademarks, server, or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high volume, automated, or electronic means to access the Site (including without limitation robots, spiders or scripts); (d) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages; (e) falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym or misrepresenting your affiliations with a person or entity, past or present; (f) force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Service; or (g) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
In addition, you may not post, upload, or transmit to or otherwise make available through the Site any content, communications, or other information (collectively, “Unauthorized Content”):

that is obscene, fraudulent, indecent, or libelous or that defames, abuses, harasses, discriminates against or threatens others;
that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful components intended to or that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
that consists of any high volume, automated, or electronic means to access the Site (including without limitation robots, spiders or scripts);
that infringes the copyright, patent, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party;
that violates the rights of other users of the Site; or
that violates any applicable local, state, national or international law or otherwise advocates or encourages any illegal activity.

4. COMPANY INTELLECTUAL PROPERTY RIGHT.

All content or other material available on the Site or through the Service, including but not limited to code, images, text, layouts, arrangements, displays, illustrations, audio and video clips, HTML, and files (collectively, the “Content”), are the property of Company and/or its affiliates or licensors and are protected by copyright, patent and/or other proprietary intellectual property rights under United States and foreign law.
Company logos, trademarks and service marks which may appear on the Site (“Marks”), are the property of Company and are protected under United States and foreign laws. All other trademarks, service marks and logos used on the Site, with or without attribution, are the trademarks, service marks or logos of their respective owners. In addition, elements of the Site are protected by trade dress and other federal and state intellectual property laws and may not be copied, reproduced, downloaded or distributed in any way in whole or in part without the express written consent of the Company.

Except as otherwise expressly permitted in these Terms of Use, you may not copy, sell, display, reproduce, publish, modify, create derivative works from, transfer, distribute or otherwise commercially exploit in any manner the Site, Service, or any Content. You may not reverse-engineer, decompile, disassemble or otherwise access the source code for any software that may be included in the Content or used to operate the Service. Company and/or its affiliates and licensors reserve all rights not expressly granted herein to the Site, Service, Content, and Marks.

Subject to your compliance with these Terms of Use, Company grants you a non-exclusive, non-transferable, non-sublicensable limited right and license to access, internally use and display the Site and Content and to use the Service at your business location solely as necessary to participate in the Service. You must abide by all copyright notices or restrictions contained on the Site or the Content. You may not delete any attributions, legal or proprietary notices on the Site or the Content.

5. USER PROVIDED CONTENT.

The Service may provide you with the ability to upload certain information and materials for use with the Site or Service (“User Content”), e.g., email correspondence, documents, or spreadsheets. The User Content may include proprietary information owned by you or otherwise in your possession, including, but not limited to, business and trade secrets, marketing plans, financial information, data, listings, flowcharts, manuals, instructions, notes and other documentation, or other secret or confidential information (“User’s Confidential Information”). While the Company will take reasonable steps to safeguard User’s Confidential Information, the Company cannot ensure the security of such information.

The Company does not claim ownership of any User Content, including any User’s Confidential Information, you may submit or make available for inclusion on the Service. Accordingly, subject to the license granted to the Company below, User will be the sole and exclusive owner of any and all rights, title and interest (including without limitation all copyrights and renewals and extensions thereof) and trademark rights in and to the User Content and User’s Confidential Information.

With respect to User Content you submit or make available for inclusion on the Service, you grant the Company a worldwide, perpetual, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such User Content on the Service solely for the purposes of providing the specific portion of the Service to which such User Content was submitted or made available. The Company reserves the right to remove any User Content at any time and for any reason.
To the extent that you provide User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content and permit the Company to use such User Content as provided above, (b) such User Content is accurate and reasonably complete, (c) as between you and the Company, you shall be responsible for the payment of any third party fees related to the provision and use of such User Content, and (d) such User Content does not and will not infringe or misappropriate any third party rights or constitute a fraudulent statement or misrepresentation or unfair business practices.

With respect to any submissions of User Content, you agree to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

6. USE OF PROVIDED COMMUNICATIONS METHODS.

The Service may provide you with the ability to post messages to user forums or user review pages, enter chat rooms or send similar messages and communications to third party service providers, other users and/or the Company. You agree to use communication methods available on the Service only to send communications and materials related to the subject matter for which the Company provided the communication method, and you further agree that all such communications by you shall be subject to and governed by the Terms of Use. By using any of the communications methods available on the Service, you acknowledge and agree that (a) all communications methods constitute public, and not private, means of communication between you and the other party or parties, (b) communications sent to or received from third party service providers or other third parties are not be endorsed, sponsored or approved by the Company in any manner (unless expressly stated otherwise by the Company) and (c) communications are not pre-reviewed, post-reviewed, screened, archived or otherwise monitored by the Company in any manner, though the Company reserves the right to do so at any time at its sole discretion in accordance with the Terms of Use.

7. DISCLAIMER OF WARRANTIES.

You expressly acknowledge and agree that your use of the Site, the Service and all content and services available on the Site is at your sole risk and responsibility. THE SERVICE (INCLUDING ANY CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR USE OF THE SERVICE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR ACHIEVE THE INTENDED PURPOSES, (B) THE SITE OR THE SERVICES WILL NOT EXPERIENCE OUTAGES OR OTHERWISE BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE INFORMATION OBTAINED THROUGH THE WEBSITE OR THE SERVICES WILL BE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, COMPLETELY SECURE OR RELIABLE, OR (D) THAT DEFECTS IN OR ON THE SITE WILL BE CORRECTED.

8. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO THE USER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ANY BREACH OF SECURITY OR DATA LOSS) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOSS OR INACCURACY OF DATA OR DOCUMENTS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE-HUNDRED U.S. DOLLARS ($100) OR THE AMOUNT OF FEES RECEIVED BY THE COMPANY FROM THE COMPLAINING USER FOR THE USE OF THE SITE OR SERVICES. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND OR INCREASE THE FOREGOING LIMITATION. THE PARTIES ACKNOWLEDGE THAT THIS CLAUSE REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT OR MAKE THE SERVICES AVAILABLE TO USER WITHOUT THESE LIMITATIONS ON LIABILITY. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.

9. LINKING TO OTHER SITES.

The Site may contain links to pages on other web sites (“Linked Sites”), and those Linked Sites may offer products and/or services for sale. The Company does not author, edit, control, or monitor these Linked Sites. You acknowledge and agree that (a) we have no responsibility for the accuracy or availability of information provided by Linked Sites, and (b) we do not control or endorse the sponsors of such Linked Sites or the content, products, advertising, or other materials presented on such Linked Sites. We may remove any Linked Sites from the Site at any time for any reason or for no reason.
COMPANY WILL NOT BE LIABLE FOR ANY TRANSACTIONS CONDUCTED BY YOU WITH THIRD PARTIES THROUGH THE LINKED SITES NOR FOR ANY LIABILITY ARISING FROM THE REPRESENTATIONS OR INFORMATION PROVIDED ON SUCH LINKED SITES.
We appreciate that Linked Sites may contain material in which the operator of the Linked Sites has intellectual property rights. We respect those rights and provide the links for information purposes only. The fact that we have linked to any Linked Site does not create or imply any relationship or partnership with the operator of such Linked Site.

10. INDEMNITY.

You agree to indemnify, defend and hold harmless the Company, its subsidiaries and affiliates, and each of their officers, directors, agents, employees, and assignees from any and all claims, liabilities, expenses and damages, including reasonable attorneys’ fees and costs, made by any third party relating to or arising out of (a) your use or attempted use of the Site or Service in violation of the Terms of Use, (b) your violation of any law or rights of any third party, or (c) your information you post or otherwise make available on the Site or through the services, including without limitation any claim of infringement of intellectual property or other proprietary rights.

11. MODIFICATION OF THE SITE.

The Company reserves the right to withdraw, suspend or discontinue at any time and from time to time any Content, information, or services available on the Site and any functionality or features in or on the Site, including the cessation of all activities associated with the Site, with or without notice. You agree that the Company shall not be liable to you or to any third party for any such modification, suspension or discontinuance.

12. TERMINATION RIGHTS.

You agree that the Company, in its sole discretion, may terminate your use of the Site or Service for any reason or no reason, including, without limitation, if the Company believes that you have (a) breached the Terms of Use; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted Unauthorized Content to the Site; or (d) violated or acted inconsistently with the letter or spirit of these Terms of Use. You agree that any termination of your access to the Site or Services may be effected without prior notice to you and that the Company shall not be liable to you nor any third party for any termination of your account or the Service.

13. DISPUTE PROCEDURE AND CLAIMS OF COPYRIGHT INFRINGEMENT.

The Company respects the rights and intellectual property of others, and we ask our users to do the same. If you believe that your product or other work has been misrepresented or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Company’s Copyright Agent with the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the product, copyright or other intellectual property interest;
(b) a description of the product, work or other intellectual property that you claim has been misrepresented or infringed;
(c) a description of where the material that you claim is misrepresenting or infringing your product, work or other intellectual property is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the owner of the product, work, copyright or intellectual property, or its agent, or applicable law; and
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the product, work, copyright or intellectual property owner or authorized to act on such owner’s behalf.
The Company’s Copyright Agent for notices of disputes or claims of copyright or other intellectual property infringement can be reached as follows:

14. MISCELLANEOUS PROVISIONS.

You shall not transfer or assign, by operation of law or otherwise, any portion of your rights or delegate your obligations under these Terms of Use without the prior written consent of the Company.

These Terms of Use shall be governed by, construed and enforced in accordance with the laws of the State of California, as it is applied to agreements entered into and to be performed entirely within California and without giving effect to any principles of conflict of laws. You agree that any legal lawsuit or other action brought by the Company, you or any third party to enforce these Terms of Use, or in connection with any matters related to the Site or Service, shall be subject only to the jurisdiction of the courts located in San Francisco County, California.

The export and re-export of ccLoop software products are controlled by the United States Export Administration Regulations and such software may not be exported or re-exported to Cuba, Iran, North Korea, Sudan or Syria or any country that is subject to an embargo by the United States. If you are a resident or national of, or a business located in, any of those countries, you may not download or use the ccLoop software products. In addition, ccLoop software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the other provisions herein, and shall not affect the validity and enforceability of any remaining provisions.
Any delay or failure on the part of the Company to enforce any rights under these Terms of Use to which it may be entitled shall not, in any event, be construed as a waiver of the right and privilege to do so at any subsequent time.

These Terms of Use constitute the entire agreement between you and the Company relating to the matters set forth herein, and shall not be modified except in writing, as posted on the Site by the Company or through a specific writing between you and the Company.

Any notice which may be required to be given to us under these Terms of Use may be sent to us by writing or emailing to the following addresses:
ccLoop, Inc.
39 Mesa Street, Suite 102A
San Francisco, California 94129
Email: info@ccloop-inc.com

The section titles herein are displayed for convenience only and have no legal effect.
These Terms of Use were last updated on April 6, 2011.