1. Acceptance Of Terms And Conditions

1.1 You may access the Service as either an individual or on behalf of a company. If you are signing up for the Service on behalf of a company, you represent and warrant that you are duly authorized to represent the company and that you accept the T&C on behalf of the company.

1.2 The T&C may be revised or modified from time to time and all subscription renewals will be subject to the T&C in effect at the time of the renewal. You may review the most current version of the T&C at any time at: https://www.loopline-systems.com/en/legal/terms-and-conditions

If the company you represent, or you, do not agree to this Agreement, do not use the Service.

2. Software Usage Rights

2.1 For the term of the agreement, Loopline Systems grants to you a limited, non-transferable, non-exclusive right to access and use its proprietary, commercially available, hosted software product and related documentation ("Software") (collectively reffered to as the „Service“ ) via a web browser for your internal business use. The service is made available to you as a hosted service. Loopline Systems hosts and retains physical control over the Service and only makes it available for access, and use by you over the Internet through a web browser (e.g. Chrome). Nothing in this agreement obligates Loopline Systems to deliver or make available any copies of computer programs or code from the Service to you, whether in object code or source code form. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations. You shall not agree to, and shall not authorize or encourage any third party to: 

• use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Loopline Systems. 

• use the Service for any fraudulent or inappropriate purpose; 

• attempt to decipher, decompile, hack, delete, augment, alter, disassemble or reverse engineer any of the software comprising or in any way used or downloaded from the Loopline Systems website. 

• resell, duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Loopline Systems. 

• use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. 

• rent, lease, distribute, or resell the Service, or use the Service for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Service. 

• publish any material on any Loopline Systems websites that contain sexually related text, photographs or other content, or content that is defamatory, obscene, indecent, threatening, abusive or hateful. 


2.2 We shall: (i) provide our basic support for the Purchased Services to you at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (which we shall schedule to the extent practicable during non business hours Central European Time), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet Service Provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.


2.3 Basic support according to 2.2 (i) includes all requests assuring customers are able to successfully use the system. This includes, in particular, general requests about operating the system both from individual users and HR admins, but also technical support for setting up the system, user uploads, etc. 
 
 Extended support according to 2.2 (i) includes requests for extensive technical changes, support with content that exceeds operational questions (e.g. creating customized questionnaires, setting up customized competency models and other services that fall within the scope of Loopline Academy), as well as service requests that go far beyond the usual amount of time required to solve and could be handled by the customer (e.g. manual data entry & maintenance). 

3. Data Security

3.1 We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. We shall not disclose your data except as compelled by law or as expressly permitted in writing by you, or access your data except to provide the Service and prevent or address service or technical problems, or at your request in connection with support matters.

3.2 In the event we discover that the security of your data has been breached, we will promptly notify you of the nature and scope of such breach and will immediately initiate remedial actions consistent with industry standards.

3.3 Detailed information regarding our data security policies and measures in place, including data privacy, technical and organizational measures, and GDPR compliance can be found in our security documentation.

4. Payment Terms and Subscription Periods

4.1 Annual Terms: Yearly subscription pricing requires a 1 year minimum commitment, unless agreed upon otherwise in your individual contract offer. Upon the anniversary of your one-year subscription, your subscription will automatically renew for subsequent one-year periods, unless you cancel your subscription 3 months prior to renewal.

4.2 All fees are exclusive of all taxes or duties imposed by governing authorities.

4.3 Payments are due 14 days after invoicing. Other payment terms must be governed by your individual contract offers.

4.4 If you fall behind with payment of the user fee, Loopline Systems will be entitled to

1. charge default interest in the amount of eight (8) percentage points above the base rate, unless Loopline Systems proves a greater damage from interest;

2. cancel the contractual relationship after a set grace period for payment has expired unsuccessfully.

3. Additional claims for payment default remain reserved.

5. Intellectual Property Rights

5.1 You acknowledge that Loopline Systems owns all right, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by German, E.U. and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Loopline Systems claims no intellectual property rights over the material you provide to the Service.

5.2 You retain all right, title and interest to any and all information provided, inputted or uploaded to Loopline Systems by you, or by Loopline Systems on your behalf. Loopline Systems has no right, title or interest in any personally identifiable information related to your data. Loopline Systems shall retain all right, title and interest in and to the Software, Services, the documentation for the Software, and all modifications and/or enhancements to the Software, regardless of the source of inspiration for any such enhancement or modification and regardless of whether you have provided input regarding such modifications and/or enhancements. You acknowledge that Loopline Systems will retain all right, title and interest to transactional and performance data related to use of the Software which Loopline Systems may collect, use and disclose for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your Confidential Information or any personally identifiable information that belongs to you. Custom developed documents, designs, computer programs, computer documentation and any other tangible and non-tangible materials authored or prepared for you by Loopline Systems ("Deliverables") as required by a statement of work are hereby licensed and allocated, solely for your internal use, for the term of this Agreement. Loopline Systems retains ownership and may reuse any Deliverables, provided that such use does not reveal your identity or your Confidential Information.

6. Acknowledgements and Disclaimer of Warranty

6.1 You accept and acknowledge that we do not exercise any control over your specific human resource practices implemented or your decisions related to employment, promotion, advancement, termination or compensation of any employee when using the Software or the Service. You assume full responsibility for any and all decisions with respect to your use of the Service and agree to use the Service at your own risk.

6.2 You further acknowledge that it is your sole responsibility to monitor your and your employees' compliance with all applicable laws when using the Service.

6.3 The risk associated with the use of the Service resides with you and we specifically disclaim all liability with respect to any harmful data or code uploaded to the Service by you, your employees or contractors.  

7. Limitation of Liability

7.1 Except for Loopline Systems’ liability under the German Product Liability Act and in accordance with statutory laws in the event of an injury to life, body and health, Loopline Systems’ liability is, in addition to the limitation of liability set forth in Section 7.2 below, restricted or excluded as follows:

7.2 In case of negligence (Fahrlässigkeit), the liability of Loopline Systems towards you is restricted to a reimbursement of typical, foreseeable damages. However, in case of slight negligence (leichte Fahrlässigkeit) Loopline Systems shall only be liable for damages, if it infringed a duty the performance of which is necessary to adequately perform this Agreement, in particular, if taking account of Loopline Systems` and your interests, a duty the performance of which is necessary to allow an adequate use of the performance review service provided by Loopline Systems, and in the performance of which Customer may trust.

7.3 In the event Loopline Systems grants you a non-perpetual license for the use of the Service Loopline Systems’ no-fault liability for a defect existing at the date where the contract for the provision of the Service is concluded under Section 536a Subsection 1 1st alternative of the German Civil Code (BGB) shall be excluded, unless such defect relates to an expressly guaranteed feature or specification, or Loopline Services has maliciously concealed the defect.

7.4 The above liability limitations also apply for your damage claims against Loopline Systems’ agents, management, employees or representatives.

8. Term of Agreement and Renewal

8.1 The terms of this Agreement commence on the date you accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. If you elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

8.2 User subscriptions purchased by you commence on the start date specified upon payment and continue for the subscription term specified therein. Except as otherwise specified, renewal will be handled as described in §4.

9. Termination and Expiration

9.1 The cancelation or termination must be in text form (e.g. e-mail) to be effective 3 month prior to renewal. You may cancel your account at any time by emailing billing (@) loopline-systems.com.

9.2 You have time to downloard and save your data until 90 days after the contract expires. After such 90-day period, we shall have no obligation to maintain or provide any of your Data and shall thereafter, unless legally prohibited or specified differently, delete all of your Data in our systems or otherwise in our possession or under our control.

You agree that Loopline Systems may downgrade, terminate or suspend your access to Loopline Systems without liability if such termination or suspension is based on Loopline Systems's good faith belief that you have violated any of the terms and conditions of this Agreement and you or your Company did not remedy the violation in question within 30 days of Us giving notice of such a violation.

10. Publicity

If you subscribe to the Service, you agree that we may disclose the fact that you are our customer. During the Term of this Agreement, and unless otherwise set forth, you grant us the right to reference your company name, along with your logo, in marketing materials and on our public web site until such time as your use of the Service is discontinued unless you express your written desire to not be referenced as a customer.

11. Miscellaneous

11.1 Governing Law. These T&C are governed and construed under the laws of Germany without reference to its conflicts of laws principles. In no event shall these T&C be subject to the United Nations Convention on Contracts for the International Sale of Goods.

11.2 Place of Jurisdiction. Any disputes that cannot be amicably resolved by the parties shall be settled by the jurisdiction of the courts of Berlin (Germany).

11.3 Assignment. Neither party shall assign this Agreement (or any of its rights hereunder), or delegate its obligations hereunder without the prior written consent of the other party. Any such assignment shall render this Agreement null and void..

11.4 Severability. If any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, the parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the parties and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

11.5 Entire Agreement. These T&C as amended from time to time including any schedules and exhibits attached hereto and any executed Order Forms comprise the entire agreement between Us with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral.