Legal

Terms and Conditions

LoopingCloud (the "Company") and its website (the "Site" or the "Website") provides its products and services to you subject to the following conditions. Please read these Terms and Conditions (the "Terms") carefully before accessing or using the Site. By accessing, registering for, or using the Site, or purchasing products through the Site, you agree to be bound by these Terms and Conditions.

Where appropriate, LoopingCloud is referred to below as "we," "us," "our," or "Company." The term "you" refers to the user, subscriber, or viewer of our website.

Permissible Use of Website

You agree that:

Your use of the LoopingCloud website is subject to and governed by these Terms and Conditions;
Only persons at least 18 years of age may access or use LoopingCloud and transact business with us;
You will comply with and be bound by these Terms and Conditions in their then-current form each time you access and use the site;
Each visit to LoopingCloud by you indicates and confirms your agreement to be bound by our Terms and Conditions; and
These Terms and Conditions are a legally binding and enforceable agreement between yourself and LoopingCloud.

You agree not to use or attempt to use LoopingCloud for any purpose that:

Is in any way unauthorized, unlawful, or prohibited, or that is harmful or destructive to LoopingCloud or any third party;
Transmits any advertisements, solicitations, schemes, spam, flooding, unsolicited e-mail, or other unsolicited commercial communications;
Transmits any harmful or disabling computer codes, spyware, adware, or viruses;
Interferes with LoopingCloud's network services;
Attempts to gain unauthorized access to LoopingCloud's network services or proprietary information;
Impairs or limits LoopingCloud's ability to operate the website, or any other person's ability to access and use it;
Uses any methods, means, or devices to access LoopingCloud for purposes of manipulating the results of any Internet search engine, or for any purpose other than conducting business with LoopingCloud;
Unlawfully impersonates or otherwise misrepresents your affiliation with any person or entity;
Harms minors in any way, including uploading content that violates child pornography or child sexual exploitation laws;
Uploads pornographic, violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images;
Harms, threatens, harasses, abuses, or intimidates another person, or incites the commission of a crime or other unlawful activity;
Dilutes or depreciates the name and reputation of LoopingCloud or any of its officers, agents, representatives, or affiliates;
Infringes any third party's intellectual property rights or right of privacy; and/or
Unlawfully uploads any confidential, proprietary, or trade secret information.

LoopingCloud reserves the right to establish general practices and limits concerning use of the Website via different subscription plans and tiers of service, including restrictions relating to property and items submitted for sale by auction or otherwise, the maximum retention period for listings, messages, and other uploaded content, the number of times a listing may be edited, and the maximum disk space allotted on our servers. You agree that LoopingCloud has no responsibility or liability for the deletion or failure to store any content maintained or transmitted on the Website.

Revocation of Use Rights

LoopingCloud reserves the right at all times, in its sole and absolute discretion and without notice to you, to deny your access to and use of the website. You may not use LoopingCloud to transmit unsolicited e-mail to this Site or to anyone whose e-mail address is included under our domain name. Violation of these Terms and Conditions may result in cancellation of your subscription, cancellation of your listings, limits on account privileges, and forfeiture of fees paid to LoopingCloud.

You agree and acknowledge that it is your sole responsibility and liability to provide, obtain, and maintain all of the hardware, software, electrical power, telecommunications, Internet services, and other products or services necessary to access and use LoopingCloud.

Registration

In consideration of your use of the Website, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide information that is untrue, inaccurate, not current, or incomplete, LoopingCloud has the right to suspend or terminate your account and refuse any current or future use of the Service.

Membership and Billing

LoopingCloud offers subscription plans depending on whether you are registered as (1) an Agent/Lister/Broker or (2) a Service Provider. Details of your membership, including permissions, rights, and limitations, are available at any time from the Profile tab of your account. Our fee schedule for each registration type is published on LoopingCloud.

Billing. By starting your LoopingCloud membership, you expressly authorize us to charge the membership fee associated with your selected plan to your Payment Method, at the then-current rate, at the start of your paying membership and each month or year thereafter until cancelled. Prices and charges are subject to change with advance notice. If your monthly membership began on a day not contained in a given month, we bill on the last day of that month (e.g., a membership starting January 31 is next billed on February 28). Payments are nonrefundable; there are no refunds or credits for partially used periods. If your Payment Method reaches its expiration date and you do not update it or cancel your account, you authorize us to continue billing it and you remain responsible for any uncollected amounts.

Ongoing Membership. Your membership continues until you cancel it or we terminate it. You must cancel before it renews each billing period to avoid the next charge.

Holds. You may place a monthly membership on hold at any time, effective at the start of your next billing cycle; billing resumes automatically when the hold ends or is removed from your Account management page.

Cancellation. You may cancel your membership at any time, effective immediately; you retain access until the current billing period ends. We do not provide refunds or credits for partially used periods. Cancel from your Account management page.

LoopingCloud as a Platform

LoopingCloud is a web-based platform matching potential buyers, sellers, financiers, and other service providers with parties seeking such products and services. Our role is limited to hosting listings and providing a platform to assist in the consummation of transactions or the rendering of services. LoopingCloud does not broker, sell, purchase, exchange, or lease posted properties, nor provide a "multiple listing service" in the traditional sense; we do not receive commissions from the sale of franchises, real estate, or businesses, nor counsel sellers or buyers, show properties, or negotiate sales contracts. No brokerage, agency, or fiduciary relationship is created between LoopingCloud and any party to a transaction. LoopingCloud makes no warranties about listed properties or services, the sellers of such properties, the accuracy of information provided by any party, or a purchaser's ability to consummate a transaction. Subscribers should conduct independent due diligence and are encouraged to seek licensed real estate or business professionals and attorneys before entering into any transaction.

User Submitted Content

You, and not LoopingCloud, are entirely responsible for all publicly accessible content you upload, promote, sell, transfer, or otherwise convey via the Website. Content accepted by LoopingCloud is accessible to the public, and there is no confidentiality or privacy with respect to it, including any personally identifying information it contains. LoopingCloud does not pre-screen content but reserves the right to remove any content for any reason, including content that appears to violate these Terms or is otherwise objectionable.

By uploading content, you agree that:

All property and items submitted for sale, auction, or otherwise are genuine and authentic, with any indicated origin, source, creator, manufacturer, or provenance true and accurate;
You own or hold the necessary licenses, rights, consents, and permissions to your content and any works incorporated into it, and you authorize LoopingCloud to use it as contemplated in these Terms; and
You will provide true, accurate, current, and complete information, and make any disclosures required by law, relating to any franchise, real estate, business, or other proprietary assets you submit.

By submitting content, you grant LoopingCloud and its affiliates a worldwide, perpetual, royalty-free, non-exclusive, sub-licensable, and transferable license to host, cache, store, archive, index, crawl, and build algorithms based on your content; to use, license, sell, digitize, stream, distribute, reproduce, display, modify, adapt, translate, and prepare derivative works of it; and to use it for advertising, promotional, or commercial purposes, including the right to retain any revenue generated from such use.

Listing of Properties and/or Businesses

By listing an item on LoopingCloud, you agree to pay our fees as set forth in your Subscription Plan, and you assume full responsibility for the content of the listing and item offered. LoopingCloud reserves the right to end your listing for any reason. Sellers must treat a purchaser's contact information in full compliance with our Privacy Policy, and may not share it with third parties or use it for any purpose other than communicating about the item, unless expressly permitted by the buyer.

Real Estate and Business Professionals

Licensed agents, brokers, or other real estate or business professionals must ensure their listings conform to all laws and regulations applicable to online advertising by licensees in their jurisdiction, including any required disclosure statements. A user may not list real property or a business on behalf of a third party unless licensed to do so. Members are strongly advised to seek a licensed real estate professional, business broker, and/or attorney to assist with the negotiation and sale of any real estate or business.

Auctions

Laws governing the purchase and sale of real estate vary by state and locality. LoopingCloud's auction listings do not constitute legally binding offers to purchase or sell real estate; rather, the auction site is a platform for sellers to list and promote real estate and connect with potential purchasers. LoopingCloud is not a party to the transaction between purchasers and sellers and has no control over the veracity, accuracy, quality, safety, or legality of listed properties, or either party's ability to complete a transaction. Parties should act in good faith; purchasers should not bid unless they intend to complete the purchase, subject to applicable due diligence, and sellers may not claim a bid creates a binding obligation to finalize the transaction. Listing a property for auction incurs fees regardless of whether a transaction is consummated; LoopingCloud does not take a commission from the sale of a property listed through the Website.

Intellectual Property Rights

LoopingCloud's logos, emblems, slogans, trade dress, and designs are trademarks and/or service marks of LoopingCloud (the "Marks"). You agree not to use or appropriate any Marks appearing on or associated with LoopingCloud, and you will indemnify us against any loss or damage, including attorney's fees, resulting from unauthorized use. Third-party trademarks appearing on the Site remain the property of their respective owners.

All Marks, source code, calculations, data, screens, functionality, design, layout, and operation of LoopingCloud (the "Website Content") are protected by intellectual property laws, and all rights in the Website Content belong to LoopingCloud, its licensors, or third-party content providers. Viewing or downloading the Website Content grants you no ownership rights, and you may not copy, reproduce, publish, create derivative works from, distribute, reverse engineer, frame, or alter it, nor use it, our domain names, or our e-mail addresses as a meta-tag, hidden text, contextual marketing trigger, or as advertising related to any other website.

Digital Millennium Copyright Act

The DMCA provides recourse for copyright owners who believe material on LoopingCloud infringes their rights under U.S. copyright law. If you believe in good faith that material on LoopingCloud infringes your copyright, you (or your agent) may send a notice requesting its removal, including: a physical or electronic signature of the person authorized to act on behalf of the copyright owner; identification of the copyrighted work; identification of the allegedly infringing material and sufficient information to locate it; your name, address, telephone number, and e-mail address; a good-faith statement that the use is not authorized; and a statement, under penalty of perjury, that the notice is accurate and that you are authorized to act on the owner's behalf. If you believe a DMCA notice was wrongly filed against you, you may send a counter-notice; both must meet the then-current statutory requirements (see copyright.gov). DMCA notices should be sent to:

LoopingCloud
Attn: DMCA Manager
18501 Pines Blvd. Suite 355
Pembroke Pines, Florida 33029

Third Party Products

LoopingCloud connects users with unaffiliated third parties offering real estate and business listings, products, and services. By submitting a registration form, you agree to be contacted by these third parties regarding the possibility of purchasing such products and services, and you grant LoopingCloud and its affiliates the right to contact you about them. LoopingCloud is merely a platform connecting users and does not verify the accuracy of any listing or service provider; you are strongly urged to conduct your own due diligence.

Limitation of Liability

Communications and interactions between you and third parties - including payment for and delivery of property, and any associated terms, warranties, or representations - are solely between you and those third parties. LoopingCloud is not responsible for the acts or omissions of unaffiliated third parties and bears no responsibility, financial or otherwise, for any action or inaction on their part. In a dispute with another user or subscriber, you release LoopingCloud, its affiliates and subsidiaries, and their officers, directors, employees, and agents from all claims and damages, known and unknown, arising out of or connected with such disputes.

LoopingCloud does not verify the age of individuals submitting registration forms but reserves the right to request supporting information to do so.

Linking and Third-Party Advertising

This Site may include links to third-party websites for your convenience. We are not responsible for the content of linked sites and do not endorse, approve, sponsor, or control them, nor any of their content, services, or products, unless expressly stated otherwise.

Revisions

We may revise these Terms and Conditions at any time without notice; continued use of the Site constitutes your agreement to the then-current Terms. We encourage you to review them frequently. LoopingCloud reserves the right to change pricing at any time, with prior notice. These Terms were last revised on March 21, 2013.

Location

LoopingCloud controls and operates this Site from within the United States and provides information regarding services and products available only in the United States. We make no representation that such services or products will be available outside the United States or in every U.S. state. You are responsible for compliance with all applicable federal, state, and local laws.

User IDs and Passwords

Certain areas of this Site require registration and a user ID and password. You are responsible for maintaining the confidentiality of your account and password and for all activity under your account. Notify LoopingCloud immediately if you believe your credentials have been lost, stolen, or otherwise compromised; you remain responsible for activity that occurs before such notice.

The Internet as an Open Network

While certain parts of this Site employ technologies to secure your data, the Internet is an open system and we cannot provide absolute assurance that transmissions cannot be intercepted or decrypted by others.

Privacy and Security

We identify what information is required to fulfill your order and connect you with relevant third parties. We may share personally identifiable information with service providers who assist with our business processes; they are strictly prohibited from using it for any other purpose. We reserve the right to revise our Privacy Policy from time to time and will post significant changes 30 days before they take effect; our policy is current as of March 21, 2013. We may be required to disclose certain information to comply with legal process. Our Site tracks usage data (IP address, browser type, pages viewed, and referral/exit links) in aggregate and individually to improve the Site, provide support, and send relevant offers; contact preferences can be updated during registration or by emailing support@loopingcloud.com. Our Site is not designed to appeal to children under 13, and we do not knowingly solicit or collect information from children. This notice should be read with our Privacy Policy; in the event of a discrepancy, this notice governs.

Indemnification

Unauthorized use of this Site or violation of these Terms may subject you to penalties under applicable law and liability for damages caused to LoopingCloud. You agree to indemnify and hold harmless LoopingCloud, its affiliates, vendors, and licensors, and their employees, officers, directors, agents, and representatives from all costs, claims, damages, and expenses, including attorney's fees, arising from your use of this Site, your registration, or your breach of these Terms.

Purchases

If you purchase products or services through unaffiliated third parties, you are purchasing directly from that third party, not from LoopingCloud, and must direct any issue, refund, or customer-service inquiry to them. Descriptions, pricing, and availability are subject to change without notice, and each third party reserves the right to limit quantities, discontinue a product or service, or refuse an order at its discretion.

Disclaimers

Unless otherwise stated in writing, the content, services, and materials on this Site are provided "as is," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent permitted by law. Content may include inaccuracies or become outdated, and LoopingCloud has no obligation to maintain its currency or accuracy. LoopingCloud makes no representation that the Site will meet your requirements, that access will be uninterrupted, timely, secure, or error-free, or that defects will be corrected.

LoopingCloud Not Liable

Under no circumstances will LoopingCloud be liable for any direct, special, incidental, consequential, or punitive damages arising from the use of, or inability to use, this Site or its content, services, or materials, whether in an action for breach of contract, negligence, or otherwise, even if advised of the possibility of such damages. Where such limitations are not permitted by applicable law, LoopingCloud's total liability to you shall in no event exceed the amount you paid, if any, for accessing or using this Site.

Communications with Company

Do not use this Site, chat, or e-mail to communicate time-sensitive instructions; such instructions may not be received or honored, and all transactions must be confirmed in writing by us to be binding. General communications are not intended to constitute an electronic record or signature unless expressly stated, though your assent to a "click to accept" button is binding. Communications with us may be recorded or monitored. Employees are prohibited from sending menacing, defamatory, discriminatory, harassing, or threatening communications; such conduct is outside the scope of employment and may be prosecuted. We disclaim responsibility for the accuracy of data communicated via e-mail or furnished by third parties. If you do not wish to receive promotional e-mails, you may opt out by emailing support@loopingcloud.com. While our e-mails are believed to be free of viruses, it is the recipient's responsibility to verify this before opening any attachment.

Additional Terms

Certain features of this Site and other LoopingCloud products and services may be subject to additional terms, conditions, and disclaimers, which govern your use of them. By submitting information to LoopingCloud, you are inquiring about products and services and give us permission to contact you by e-mail, fax, telephone, or any other means, even if your number is on a "Do Not Call" list. LoopingCloud may share your information with third-party affiliates and may receive a fee for doing so; to opt out of this sharing, email support@loopingcloud.com. LoopingCloud is not responsible for delays resulting from third parties.

Governing Law

These Terms and our Privacy Policy are governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any action arising out of or relating to these Terms, the Privacy Policy, or use of this Site must be filed in the state or federal courts located in Broward County, Florida, and you consent to the personal jurisdiction of those courts and waive any right to a trial by jury.

Severability

If any provision of these Terms and Conditions is found unlawful, void, or otherwise unenforceable, that provision is severable from the remaining provisions, which remain valid and enforceable.