Termsof Use

Drawloop Website Terms of Use

Effective Date:  February 28, 2013

Drawloop provides the Drawloop.com site (“Site”) and various related services (“Services”) subject to your compliance with these terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between Drawloop and you or your company. In addition, when using particular Services on this Site, users shall be subject to any posted guidelines or rules applicable to such Services that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use. By completing any Site registration process or using this Site, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, please discontinue use of the Site immediately. Your remedy for dissatisfaction with this Site, or any Services, content, or other information available on or through this Site, is to stop using the Site and / or those particular Services. Your agreement with Drawloop regarding compliance with these Terms of Use becomes effective immediately upon commencement of your use of this Site.

Access to the Site

To access this Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information you provide on this Site will be correct, current, and complete and that you will abide by these Terms of Use. If Drawloop believes that the information you provide is not correct, current, or complete, or that you have violated any provision in these Terms of Use, Drawloop has the right to refuse you access to this Site or any of its resources or to temporarily suspend or permanently terminate your user account, with or without a prorated refund of any prepaid amounts in its sole discretion.

Restrictions on Use

You are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Site in accordance with this Terms of Use. You may use this Site for purposes expressly permitted by this Site. As a condition of your use of Drawloop’s Site and Services, you warrant to Drawloop that you will not use the Site or Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. For example, you may not (and may not authorize any party to) (i) co-brand this Site, or (ii) frame this Site, or (iii) hyper-link to this Site, without the express prior written permission of an authorized representative of Drawloop. For purposes of these Terms of Use, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site. You agree to cooperate with Drawloop in causing any unauthorized co-branding, framing or hyper-linking immediately to cease. In addition, you may not use Drawloop’s Site or Services in any manner which could disable, overburden, damage, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials, content, or information through any means not intentionally made available or provided for through the Site or Services.

Payment of Fees

If you subscribe to a Service on this Site that requires payment of a fee, you agree to pay all associated fees on a recurring monthly basis or as otherwise required by the Service. Unless otherwise agreed to in writing, Drawloop will bill your credit card for all charges for Services on this Site. Recurring charges shall be billed in advance of Service. You agree to provide Drawloop with accurate and complete billing information, including valid credit card information, your name, address, and telephone number, and to provide Drawloop with any changes in such information within 5 business days of the change. If, for any reason, your credit card company refuses to pay the amount billed for the Service, you agree that Drawloop may, at its sole option, suspend or terminate your subscription to the Service and require you to pay the overdue amount immediately by other means acceptable to Drawloop. You agree that, until your subscription to the Service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the service. In the event that legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

Drawloop and Third Party Proprietary Information

The material, content, and Services accessible from this Site, including, but not limited to, the Drawloop API, and any other website owned, operated, licensed, or otherwise controlled by Drawloop (the “Content”) is the proprietary information of Drawloop or the party that provided or licensed the Content to Drawloop, whereby such providing party retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, decompiled, reverse engineered, disassembled, transferred, distributed, republished, resold, sublicensed, uploaded, posted, used to create derivative works, or transmitted in any way without the prior written consent of Drawloop, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates Drawloop’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to this Site. Notwithstanding this provision, users of Drawloop Services and the Site are not permitted to use the Content as a component of, or basis for, a database prepared for use by the said user or any third party. Furthermore, all copies of Content, whether in print or electronic form, must incorporate all of Drawloop’s or third party copyright and / or other intellectual property rights notices.

Drawloop’s rights apply to the Drawloop APIs and all output and executables of the Drawloop APIs, excluding any software components developed by you which do not themselves incorporate the Drawloop APIs or any output or executables of the Drawloop APIs. Drawloop owns all rights, title, and interest in the Drawloop APIs.

Your Proprietary Information

Drawloop agrees that it has no rights to the data, documents, information or material that you submit in the course of using the Site and Services (“Submitted Data”). When submitting data, you, and not Drawloop, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Submitted Data. Drawloop shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Submitted Data. By using the Services, each user represents and warrants to Drawloop that it has the legal right to submit the Submitted Data. You agree to indemnify, defend and hold Drawloop harmless from any liability caused by your submission of Submitted Data in violation of a third party’s copyright or other rights of ownership. Drawloop reserves the right to withhold, remove and/or discard Submitted Data without notice for any breach, including without limitation, non-payment of fees. In addition, Drawloop reserves the right to withhold, remove and/or discard any Submitted Data submitted to Drawloop, which, in Drawloop’s sole opinion, is pornographic or otherwise in violation of Drawloop’s internal policies for publishable material. DRAWLOOP MAKES NO REPRESENTATION OR WARRANTY THAT ANY STANDARD EDITION SUBMIITED DATA SUBMITTED TO DRAWLOOP WILL BE RETAINED FOR ANY PARTICULAR PERIOD OF TIME, AND YOU AGREE TO MAINTAIN ON YOUR SERVERS DUPLICATE COPIES OF ALL SUBMITTED DATA SUBMITTED TO DRAWLOOP, INCLUDING WITHOUT LIMITATION, SUBMITTED DATA STORED ON LOOP SERVICES.

Drawloop API 

The Drawloop application programming interface (“Drawloop API”) is a Service that allows licensees and pre-approved licensees to access and display certain Drawloop Content and / or Services. Your license to the Drawloop APIs under this TOS shall continue until it is terminated by either you or Drawloop. You may terminate the license by discontinuing use of all or any of the Drawloop APIs. Drawloop may change, suspend, terminate, or discontinue any aspect of the Drawloop APIs at any time, including the availability of any Drawloop APIs. Drawloop may also impose limits on certain features and services or restrict your access to parts or all of the Drawloop APIs or the Drawloop Site without notice or liability. Drawloop shall not be liable to you or any third party should Drawloop exercise its right to modify or discontinue the Service or part of it.

Grant of API License

Upon issuance of an API key, you are granted a limited, non-sublicensable right to access the API and use the Services and Drawloop Content for your personal use only and in a manner consistent with Drawloop Services. We reserve the right, without notice and in our sole discretion, to terminate your license to use the API, and to block or prevent future access to and use of the API.

API Licensed Use and Restrictions

This license is subject to the following restrictions:

  • You may not use the Drawloop APIs in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with the Drawloop Privacy Policy located at http://www.drawloop.com/privacy/ or Drawloop Terms of Use located at http://www.drawloop.com/terms-of-use/;
  • You may not use the Drawloop APIs for any application that constitutes, promotes, or is used in connection with spyware, adware, or other malicious programs or code;
  • You may not use Drawloop APIs in a manner that adversely impacts the stability of Drawloop servers or adversely impacts the behavior of other applications using the Drawloop APIs;
  • All calls to the Drawloop API must reference the API key issued to you as an approved licensee.
  • You agree to keep the API key confidential, and not to share it with any third party. This license is personal to you, and any affiliates must seek and obtain their own license and API Key. You may not sell, lease, share, transfer, or sublicense the Drawloop APIs or access or access codes thereto or derive income from the use or provision of the Drawloop APIs, whether for direct commercial or monetary gain or otherwise, without Drawloop’s prior, express, written permission;
  • You agree that you will provide the Drawloop Services and Content to users on “as is” terms, with disclaimers substantially equivalent to those set forth this Terms of Use;
  • You may not use the Drawloop APIs in a product or service that replicates or attempts to replace the essential user experience of Drawloop or is substantially similar to or directly competes with products or services offered by Drawloop, Inc.;
  • You may not cache or retain any copies of the Drawloop Content. Your license to Drawloop Content is limited to making direct server calls to Drawloop for the Drawloop Content and to distributing the Drawloop Content to your end user on your site(s), immediately upon receipt by your servers;
  • You may not present the Drawloop Content (or permit the Drawloop Content to be presented) so that it appears to be available from a third party site;
  • You may not separately extract and provide or otherwise use data elements from the Drawloop Content to enhance the data files of third parties;
  • You further agree not to otherwise reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the Drawloop API or any data provided by Drawloop;
  • You may not delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice by Drawloop or our third party partners and sponsors), or link that appears in the Service or the Content;
  • You may not sell, lease, or sublicense Drawloop APIs or access thereto or derive revenues from the use or provision of Drawloop APIs, whether for direct commercial or monetary gain or otherwise, unless you obtain prior written approval from Drawloop;
  • You must not attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use Drawloop APIs;
  • You are limited to a pre-set number of calls to the Drawloop API per day, determined by the Service you purchased. Drawloop, Inc. may approve higher daily call limits if you adhere to these API terms and upgrade your Service;
  • You acknowledge that the Drawloop Services, including, but not limited to, the Drawloop API, may incorporate third party services and content and that your use and display of such third party services and content may be subject to separate terms of use policies. These third party policies can be found at the applicable third party sites.

Attribution for the API

Content provided to you through the Drawloop API may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Drawloop, its partners, or other third party rights holders of content displayed by us. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Unauthorized use of the Drawloop logo, marks, or brands is strictly prohibited. You shall place the following notice prominently on your application: “This product uses the Drawloop API but is not endorsed or certified by Drawloop.” Your use of the Drawloop logo or any of the Drawloop marks or brands is subject to these terms, the terms found elsewhere on the Drawloop Site, or prior written approval by Drawloop. Any use of the Drawloop logo in your application shall be less prominent than the logo or mark that primarily describes the application. Your use of the Drawloop logo shall not imply any partnership or endorsement by Drawloop.

Service Updates

The Drawloop Site and Services may need updating from time to time. These updates may temporarily disrupt use of the Site or Services and are designed to improve, enhance, and further develop the Site or Services and may take the form of bug fixes, enhanced functions, new Service offerings, and updated Services. You agree to receive such updates as part of your use of the Services.

Links

This Site may contain links to other sites which are not maintained by, or related to, Drawloop. Links to such sites are provided as a service to users and are not sponsored by or affiliated with this Site or Drawloop. Drawloop has not reviewed any or all of such sites and is not responsible for the content of those sites. Drawloop is not responsible for webcasting or any other form of transmission received from any linked site. Links are to be used and third party sites accessed at the user’s own risk, and Drawloop makes no representations or warranties about the content, completeness or accuracy of these links or the sites hyper-linked to this Site. Drawloop provides links as a convenience, and the inclusion of any link to a third party site does not necessarily imply endorsement by Drawloop of that site or any association with its operators.

Advertisements

Some of the Drawloop Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to Drawloop Content, user-generated content, queries, or other information. The manner, mode, and extent of advertising by or permitted by Drawloop on the Site are subject to change without specific notice to you. In consideration for Drawloop granting you access to and use of the Site and Services, you agree that Drawloop may place such advertising on the Site or Services.

Disclaimer

You understand that Drawloop cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for any reconstruction of any lost data. Drawloop does not assume any responsibility or risk for your use of the Internet.

YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. DRAWLOOP DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. DRAWLOOP DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DRAWLOOP DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND DRAWLOOP MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT DRAWLOOP, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. DRAWLOOP MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in this Site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this Site, and Drawloop does not undertake any obligation to update such information after it is posted or to remove such information from this Site if it is not, or is no longer accurate or complete.

Limitation of Liability

DRAWLOOP, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF DRAWLOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF DRAWLOOP AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF FEES PAID OR PAYABLE FOR THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

Indemnity

You will indemnify and hold Drawloop, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this Site.

Security

Any passwords used for this Site are for individual use only. You will be responsible for the security of your password. Drawloop will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Drawloop considers insecure, Drawloop will be entitled to require the password to be changed and/or terminate your account.

You are prohibited from using any Services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Drawloop reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Drawloop reserves the right to investigate suspected violations of these Terms of Use.

Drawloop reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction Drawloop to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS DRAWLOOP FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY DRAWLOOP DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER DRAWLOOP OR LAW ENFORCEMENT AUTHORITIES.

No Waiver

No delay or failure by Drawloop to enforce any of these Terms of Use shall constitute a waiver of any of our rights under these Terms of Use. Neither the receipt of any funds by Drawloop nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of these Terms of Use. Only a specific, written waiver signed by an authorized representative of Drawloop shall have any legal effect.

Severability

If any clause or provision set forth in this Terms of Use statement is determined to be illegal, invalid or unenforceable under present or future law, the clause or provision shall be deemed to be deleted without affecting the enforceability of all remaining clauses or provisions.

Governing Law and Jurisdiction

These Terms of Use and any disputes arising under or related to these Terms of Use and/or the Privacy Policy or to this Site will be governed by U.S. federal law and the laws of the State of California, without reference to its conflict of law principles. Any such dispute shall be resolved exclusively in the state or federal courts in the County of Los Angeles, California. You agree to submit to the personal jurisdiction and venue of the courts of the State of California for any legal proceeding involving the Site, regardless of who initiated the proceeding.

This English-language Terms of Use statement is Drawloop’s official agreement with users of this Site. In case of any inconsistency between this English-language Terms of Use statement and its translation into another language, this English-language document shall control.

Arbitration

Any controversy or claim arising out of or relating to this Terms of Use or the provision of the Services shall be finally settled by binding arbitration in accordance with the most current commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. However, subject to the foregoing arbitration provision, you and Drawloop agree to submit to the personal jurisdiction of the courts located within the city and county of Los Angeles, California. Either you or Drawloop may seek an interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California, necessary to protect the rights or property of you or Drawloop (or its agents, suppliers, and subcontractors) pending the completion of arbitration. YOU AND DRAWLOOP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Drawloop agree otherwise, the arbitrator may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against Drawloop or Drawloop’s affiliates must be instituted within one year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. Drawloop may freely assign its rights and obligations under these Terms of Use.In addition to any excuse provided by applicable law, Drawloop shall be excused from liability for non-delivery or delay in delivery or availability of Services available through our Site arising from any event beyond Drawloop’s reasonable control, whether or not foreseeable by either party, including, but not limited to, labor disturbance, war, fire, accident, adverse weather, governmental act or regulation, and other causes or events beyond Drawloop’s reasonable control, whether or not similar to those which are enumerated above.


Changes to this Agreement

Drawloop reserves the right, in its sole discretion, to modify, alter, or otherwise change this Terms of Use at any time. We will provide notice of such change on this Site. Please review the Terms of Use and/or additional terms periodically for changes. Your continued use of the Drawloop Site constitutes your acceptance of and agreement to be bound by these changes without limitation, qualification or change. If at any time you determine that you do not accept these changes, you must stop using this Site.

For More Information

If you have any questions regarding our Terms of Use statement, please contact us by sending an email to support [at] drawloop.com, or writing to us at Drawloop, 4199 Campus Drive, Suite 710, Irvine, California 92612-8600.