loomSDK Custom Terms

Effective: April 1, 2022

These loomSDK Custom Terms (“Terms”) govern access to and use of the loomSDK Custom and associated APIs, software, documentation, and services for developers (collectively, the “loomSDK Custom Platform”) made available by Loom, Inc. (“Loom”). By accessing or using the loomSDK Custom Platform, you (“Developer”) agree to be bound by these Terms. If you use the loomSDK Custom Platform on behalf of an organization, you agree to these Terms on behalf of the organization, and you represent and warrant that you have the authority to bind the organization to these Terms.

1. SDK License

1.1 License. Subject to these Terms, Loom grants Developer a limited, non-exclusive, non-transferable (except as stated in Section 14.5 below) license to use the SDK (defined below) solely to integrate the Developer Service with Loom to provide the Loom Service to Developer Users.

1.2 Restrictions. Developer will not: (a) modify, translate, or create derivative works based on the loomSDK Custom Platform; (b) rent, lease, distribute, pledge, assign, or otherwise transfer rights to the loomSDK Custom Platform; (c) circumvent any technical API limitations; (d) interfere with or disrupt the loomSDK Custom Platform or Loom Service; (e) remove any proprietary notices or labels; or (f) access the loomSDK Custom Platform or Loom Service to build a competing product or service.

1.3 Prohibited Use. Developer will not use the loomSDK Custom Platform in a manner that misleads users or collects any user data without consent. Developer will not and will ensure that Developer Users do not use Loom in connection with any: (a) libelous, defamatory, hateful, obscene, pornographic, harmful, abusive, or otherwise illegal or offensive materials or content; (b) content or technology that infringes upon the rights of any third party, including any Intellectual Property Right; (c) spyware, adware, hacking, surveillance, interception, or other malicious programs or code; (d) unsolicited mass distribution of email; or (e) other illegal purpose. Developer will promptly notify Loom of any unauthorized access to or use of the loomSDK Custom Platform or Loom Service.

1.4 Review. Loom may, but is not obligated to, review and monitor the loomSDK Custom Platform, including how the Loom Service is being accessed and used. Loom is not responsible for any third-party information accessible through the loomSDK Custom Platform, such as User Content. Loom may, in its own discretion, set and enforce limitations on Developer’s use of the loomSDK Custom Platform, including limiting the number of calls accepted by the loomSDK Custom Platform. Loom may modify or update the loomSDK Custom Platform from time to time.

2. Loom Service

2.1 Access. Subject to these Terms, Developer may allow Developer Users to access and use the Loom Service through the Developer Service’s integration with Loom. Developer is responsible for Developer Users and will ensure that Developer Users comply with these Terms in using the Loom Service.

2.2 Developer Responsibilities. Developer agrees and understands that it: (a) is responsible for the Developer Service and the actions and inactions of Developer Users; (b) is responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all User Content; (c) will prevent unauthorized access to or use of the loomSDK Custom Platform and Loom Service; and (d) will notify Loom promptly of any such unauthorized access or use.

2.3 Loom Responsibilities. Loom will not use, access, or modify User Content except as set forth in Loom’s Terms of Service and Privacy Policy. Loom will use commercially reasonable measures, including Loom’s Security Measures, to maintain the security and integrity of the Loom Service.

3. User Content

3.1 Consent to Use User Content. Developer will obtain and maintain all necessary consents to provide the Loom Service to Developer Users. Developer grants to Loom all rights and permissions to User Content as are necessary for Loom (a) to provide the Loom Service to Developer Users and (b) to enforce and exercise its rights under these Terms.

3.2 Loom Responsibilities. Loom will comply with applicable data protection and privacy laws with respect to the processing of personal data of Developer Users. To the extent applicable, the Data Protection Addendum at loom.com/dpa is incorporated into these Terms by reference.

3.3 Developer Responsibilities. Developer will comply with all applicable data protection and privacy laws with respect to the processing of personal data of Developer Users. Developer will provide and adhere to a privacy policy for the Developer Service that clearly and accurately describes what user information it collects and how Developer uses and shares that information with third parties like Loom. Developer is responsible for responding to any data subject access or other requests from Developer Users and ensuring prompt removal of objectionable User Content from the Loom Service.

3.4 Security. Each party will maintain reasonable and appropriate organizational, administrative, physical, and technical security measures to protect User Data in accordance with industry standards and will protect User Content from loss, theft, damage, and unauthorized access and disclosure. Developer will protect the confidentiality and security of its login credentials, access tokens, and any other security credentials from unauthorized access, use, and disclosure.

3.5 Student Data.To the extent Developer submits personal information of children under 13 (or the applicable age of digital consent) to the Loom Service through its use of the loomSDK Custom Platform, Developer will: (a) obtain and maintain verifiable parental consent for Loom to use the personal information to provide the Loom Service; (b) provide all necessary disclosures and notices to parents of such children; and (c) comply with all applicable children’s privacy laws, including federal and state student information and data protection laws.

4. Trademarks

4.1 Loom Trademark License. Subject to these Terms and Loom’s branding guidelines, Loom grants Developer a non-exclusive, non-transferable (except as stated in Section 13.5 below), non-sublicensable, revocable license to use Loom’s trademarks and other brand features solely as provided by Loom to reference and promote Developer’s integration with Loom. All goodwill derived from Developer’s use of Loom’s trademarks will inure to the sole benefit of Loom. Developer will not state or imply any endorsement of the Developer Service by Loom without Loom’s prior written consent or make any false or misleading representations about the loomSDK Custom Platform or Loom Service. Any other references to Loom or use of its trademarks must be approved in writing by Loom.

4.2 Developer Trademark License. Subject to these Terms and any branding guidelines provided by Developer to Loom, Developer grants Loom a non-exclusive, non-transferable (except as stated in Section 13.5 below), non-sublicensable, revocable license to use Developer’s trademarks solely to reference Developer as a Loom partner and promote Developer’s integration with Loom. All goodwill derived from Loom’s use of Developer’s trademarks will inure to the sole benefit of Developer. Loom will not state or imply any endorsement of the Loom Service by Developer without Developer’s prior written consent or make any false or misleading representations about the Developer Service. Any other references to Developer or use of its trademarks must be approved in writing by Developer.

4.3 Attribution. Developer agrees to display any attributions required by Loom as described in the Documentation or instructed by Loom in Loom’s discretion.

5. Suspension

5.1 Suspension. Loom reserves the right to suspend Developer’s or any Developer User’s access to the loomSDK Custom Platform or Loom Service to the extent required by law or if Developer’s or a Developer User’s use of the loomSDK Custom Platform or Loom Service: (a) represents a reasonable threat to Loom’s users or platform; (b) violates any law or regulation; or (c) violates these Terms. In those cases, Loom will use reasonable efforts to promptly contact Developer and give Developer an opportunity to resolve the issue and will reinstate any suspended the access once the issue is abated.

5.2 Violations. Loom may: (a) remove or limit distribution of User Content that Loom deems reasonably necessary or appropriate if Loom concludes that: (i) the User Content violates these Terms, (ii) infringes infringes upon the rights of any third party, including any Intellectual Property Right, (iii) threatens the personal safety of any individual, or (iv) could create liability for Loom; or (b) take appropriate legal action, including without limitation, referral to law enforcement, regarding any illegal use of the loomSDK Custom Platform or Loom Service.

6. IP Rights and Ownership

6.1 Loom Ownership Rights. All right, title, and interest in and to the loomSDK Custom Platform, Loom Service, and Documentation, including all Intellectual Property Rights therein, belong exclusively to Loom and its licensors. No rights are granted to Developer other than as expressly set forth in these Terms.

6.2 Developer Ownership Rights. All right, title, and interest in and to the Developer Service, including all Intellectual Property Rights therein, belong exclusively to Developer. No rights are granted to Loom other than as expressly set forth in these Terms.

6.3 Open Source Software. Some of the software included with the loomSDK Custom Platform or Loom Service may be offered under an open source license. To the extent an open source software license supersedes these Terms, the open source license will govern with respect to that software. Developer’s use of the loomSDK Custom Platform and Loom Service under these Terms will not require Developer to publish, license, or otherwise distribute any proprietary software or source code to the public.

7. Payment

7.1 Fees. Developer will pay Loom the Fees in accordance with the payment terms set forth in the Pricing section below.

7.2 Taxes. All Fees and other amounts payable by Developer under these Terms are exclusive of taxes and similar assessments. Developer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Developer hereunder, other than any taxes imposed on Loom's income.

8. Warranty; Disclaimer

8.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

8.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (A) THE LOOM SERVICE AND LOOMSDK CUSTOM PLATFORM ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER; (B) LOOM EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE; AND (C) LOOM MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS OR ERROR.

9. Confidential Information

9.1 Definition. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is either designated as confidential or would reasonable be understood to be confidential given the nature of the information or the circumstances of disclosure. The obligations in this section will not apply to any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without an obligation of confidentiality; (c) is independently developed by the Receiving Party without the use of or reference to Confidential Information; or (d) is lawfully received from a third party without an obligation of confidentiality.

9.2 Confidentiality. The Receiving Party will not disclose or use Confidential Information for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission. Either party may disclose Confidential Information to its personnel, contractors, and agents who have a need to know and are subject to confidentiality obligations at least as protective of Confidential Information as those of these Terms. The Receiving Party will be responsible for any breach of this section by its personnel, contractors, and agents and will use at least reasonable are to protect Confidential Information. Notwithstanding anything to the contrary, Loom may freely use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Developer or Developer Users relating to the loomSDK Custom Platform or Loom Service without restriction.

9.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it will provide the Disclosing Party with prior notice of such compelled disclosure to the extent legally permitted, and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

9.4 Remedies. In the event the Receiving Party breaches this section, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief.

10. Termination

10.1 Termination for Convenience. Developer may terminate these Terms by ceasing all use of the loomSDK Custom Platform and removing the SDK from the Developer Service. Loom may terminate these Terms by providing at least 30 days’ written notice to Developer, or the parties may mutually agree on a wind-down period.

10.2 Termination for Material Breach. Either party may terminate these Terms (a) if the other party is in material breach and does not cure the breach within 30 days of receiving written notice of the breach; or (b) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

10.3 Effect of Termination. The provisions which are intended to survive the termination of these Terms will survive, including Sections 5-14. Prior to termination, Developer must delete Developer’s account and all User Content from the Loom Service, and Loom will permanently delete that data from Loom’s systems within 30 days. If Developer fails to delete its account upon termination, Loom may do so.

11. Indemnity

11.1 Loom will indemnify and hold Developer harmless from and against any third-party claim that Developer’s use of the loomSDK Custom Platform or Loom Service as permitted under these Terms infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret. Loom will defend those claims and pay damages finally awarded against Developer in connection with those claims, including reasonable attorney’s fees. If all or part of the Loom Service becomes or in Loom’s opinion may become, the subject of an infringement claim, Loom may, at its option: (a) procure for Developer the right to continue using the Loom Service as described in these Terms; (b) replace or modify the Loom Service to make it non-infringing; or (c) if options (a) and (b) are not commercially practicable as determined by Loom, terminate these Terms and refund Developer, on a pro-rated basis, any pre-paid Fees. This section states Loom’s entire liability and Developer’s sole remedy with respect to any infringement of Intellectual Property Right by the Loom.

11.2 Loom will have no liability or obligation under this section with respect to any claim that is caused by: (a) compliance with designs, data, instructions, or specifications provided by Developer; (b) modification of the loomSDK Custom Platform or Loom Service by anyone other than Loom or its authorized agents; or (c) the combination, operation, or use of the loomSDK Custom Platform or Loom Service with other software or services, including the Developer Service.

11.3 Developer will indemnify and hold Loom harmless from and against any third-party claim against Loom arising from or related to Developer’s breach of these Terms or any User Content. Developer will defend those claims and pay damages finally awarded against Loom in connection with those claims, including reasonable attorney’s fees.

11.4 The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement that does not include a complete release of the indemnified party from all liability or that imposes any admission, obligation, or restriction on the indemnified party requires prior written consent, not to be unreasonably withheld or delayed and (b) the indemnified party may join in the defense with its own counsel at its own expense.

12. Limitation of Liability

12.1 Indirect Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.2 OR 1.3, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OF USE, LOST PROFITS, INTERRUPTION, LOSS OF BUSINESS OR DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Total Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.2 OR 1.3, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY DOLLARS OR THE AMOUNT PAID BY DEVELOPER TO LOOM IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT DEVELOPER’S PAYMENT OBLIGATIONS ABOVE.

THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. Miscellaneous

13.1 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.2 Notices. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Developer may be sent to the email address of the administrator of Developer’s account and are deemed given when sent. Notices to Loom must be sent to contractnotices@loom.com, with a copy to Loom, Inc., 85 2nd Street, 1st Floor, San Francisco, CA 94105, attn.: Legal.

13.3 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.4 Severability. If any provision of these Terms is held to be unenforceable, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in full force and effect.

13.5 Assignment. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld); provided that either party may assign these Terms in its entirety without the consent of the other party, to (a) an Affiliate; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section will be void and of no effect. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.6 Governing Law. Disputes arising out of these Terms will be governed by the laws of the State of California, without giving effect to its conflicts of laws rules. Any legal suit, action or proceeding arising out of or related to these Terms will be instituted exclusively in the federal or state courts located in San Francisco, California and each party irrevocably submits to the exclusive jurisdiction there.

13.7 Force Majeure. Except for payment obligations, neither party will be liable for delay or non-performance of its obligations hereunder due to a Force Majeure Event. The affected party will be relieved from its obligations as long as the Force Majeure Event lasts and hinders the performance of those obligations. The affected party will promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event.

13.8 Government Restricted Rights; Export Compliance. The loomSDK Custom Platform and Loom Service were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto. Each party will comply with all applicable export compliance laws and regulations, and Developer will not export any part of the loomSDK Custom Platform or Loom Service to any sanctioned or embargoed country or region in violation of applicable law.

13.9 Modifications. Loom may update these Terms from time to time. If Loom makes a material update, Loom will provide Developer with reasonable prior notice to the email address on file for Developer. All other updates will become effective upon posting. Developer’s continued use of the loomSDK Custom Platform will constitute acceptance of the updated terms. If Developer does not agree to the updated terms, Developer must discontinue use of the loomSDK Custom Platform.

13.10 Entire Agreement. These Terms constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals, or representations concerning its subject matter. Except as expressly stated above, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by both parties. No terms or conditions set forth on any purchase order, statement of work, or other document will add to or vary the terms and conditions of these Terms, and those terms or conditions will be null and void.

14. Definitions

“Affiliate” means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.

“Control” means 50% or greater voting power, or otherwise having the power to govern the financial and the operating policies or to appoint the management of an organization.

“Developer Service” means Developer’s application or service provided to end users.

“Developer Users” means end users of the Developer Service’s integration with Loom.

“Documentation” means any specifications or other documentation provided by Loom to Developer with respect to the loomSDK Custom Platform or Loom Service, as amended from time to time by Loom.

“Fees” means the fees payable for use of the loomSDK Custom Platform as described in the Pricing section below.

“Force Majeure Event” means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, computer, telecommunications, Internet service provider or hosting facility failures, delays involving hardware, software, or power systems not within Loom's possession or reasonable control, and denial of service attacks.

“Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display, and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use, and sell), trade secrets, moral rights, right of publicity, authors’ rights, goodwill, and all other intellectual property rights.

“Loom Service” means Loom’s video messaging service described at loom.com.

“Order” means the order form agreed to by the parties or the applicable Loom check-out webpage to purchase the Services.

“SDK” means Loom’s loomSDK Custom software development kit that allows the Loom Service to integrate with third-party applications and services.

“User Content” means all videos, information, data and other content, in any form or medium, that is uploaded or submitted to the Loom Service by Developer or Developer Users.

Pricing

1. Billing. Initially Loom may not bill for Developer’s use of the loomSDK Custom Platform. Loom will provide prior written notice to Developer before it starts billing in accordance with this section.

2. Pricing. Loom's pricing for recording, uploading, and storing Videos using the loomSDK Custom is set forth below. Loom may update its pricing at any time upon prior written notice to Developer.

	Video recorded or uploaded	Video stored per month
Price per minute	$0.05	$0.001

For example, if Developer records 5,000 minutes of Loom Videos in Month 1 and none in Months 2 and 3, and stores those videos for three months, the total cost will be: $265 (Month 1: $250 for recording and uploading + $5 for storage; Month 2: $5 for storage; and Month 3: $5 for storage).

“Video” means a Loom video that has reached either: (1) a “Record Complete” state, which occurs when the user clicks the “Stop Record” button and all video segments have been successfully uploaded to the Loom; or (2) an “Upload Complete” state, which occurs when the user clicks the “Upload” button and all video segments have been successfully uploaded to the Loom.

3. Payment Terms. Developer agrees to pay the Fees in accordance with the payment terms set forth on the applicable Loom checkout page to access the loomSDK Custom Platform.