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Terms of Use

Effective Date: August 12th, 2014

Gloopt Inc., a Delaware corporation (“Gloopt”, or “we”), provides the streaming video content services through its web and mobile application called Gloopt (the “Application”) available at the Apple Store (collectively, with the Application, the “Services”) that allows video content on their mobile devices.  By using the Services you agree to be bound by the Terms of Use (the “Terms of Use”). If you wish to become a User and make use of the Services, please read the Terms of Use and indicate your acceptance by following the instructions in the Registration process.

The Terms of Use sets out the legally binding terms for your use of the Services.  You are responsible for reviewing any applicable changes. Please read them carefully. The Terms of Use and the Gloopt Privacy Policy, incorporated herein by reference, govern your access to and use of the Services. The Terms of Use are a legal agreement between you and Gloopt and apply to you whether or not you are a registered User or visitor just browsing the Services.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING THE “Sign Up” BUTTON OR BY ACCESSING OR USING THE APPLICATION OR SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU SHALL NOT ACCESS OR USE THE SERVICES OR, IF APPLICABLE, CANCEL YOUR SERVICES SUBSCRIPTION.

1. Basic Principles
Please read all of the Terms of Use carefully. Without limiting any term of the Terms of Use, the following are a few basic principles that apply to your use of the Application and Services:

• You must be 13 years or older to use the Application and Services.

• If your Gloopt account is terminated for any reason, you may not create another Gloopt account without our express prior written permission to do so.

2. Modification
Gloopt reserves the right, at its sole discretion, to modify, discontinue or terminate the Services at any time without prior notice. Gloopt reserves the right, at its sole discretion, to modify the Terms of Use, at any time and without prior notice. If we modify the Terms of Use, we will post the modification on the Application or otherwise provide you with notice of the modification. We will also update the “Last Updated Date” in the Terms of Use. By continuing to access or use the Application or Services after we have posted a modification to the Terms of Use or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the Terms of Use, whether modified or not, are not acceptable to you, you must cease accessing and using the Application and Services.

3. Parental Advisory
IF YOU ARE A USER BETWEEN THE AGES OF 13 AND 17, PLEASE REVIEW THESE TERMS OF USE WITH YOUR PARENTS. THE SERVICES ARE NOT DESIGNED FOR USE BY CHILDREN UNDER THE AGE OF 13 AND WE DO NOT INTENTIONALLY COLLECT PERSONAL INFORMATION FROM CHILDREN THROUGH OUR SERVICES. BECAUSE THE SERVICES MAY PROVIDE ACCESS TO CONTENT THAT CONTAINS EXPLICIT CONTENT INCLUDING STRONG LANGUAGE OR DEPICTIONS OF VIOLENCE, SEX OR SUBSTANCE ABUSE, PARENTAL DISCRETION IS ADVISED FOR ALL USERS AGES 13 TO 17.

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING OR SUBSCRIBING TO THE SERVICES, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IN ORDER FOR YOU TO HAVE ACCESS TO THE SERVICES, THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICES. YOU MAY BE DENIED ACCESS TO THE SERVICES, WITH OR WITHOUT PRIOR NOTICE TO YOU, FOR NONCOMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT.

4. The Service
The Service is designed to share video content to you based on your interests on your mobile device or web browser. As a User, defined below, you can select Topics, Programs, or Videos to watch.  Based on your selections and interests, Gloopt will continue to suggest videos to you.

5. Account Registration and Eligibility
5.1 Residence; Age Requirement; Authority. In order to use any of the Services, you must be in a country in which Gloopt is legally authorized to operate the Services and be at least 13 years of age. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement, and (ii) you are at least 13 years old. If you do not agree to, or cannot comply with, any of the terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access any of the Services. NOTWITHSTANDING ANY DESCRIPTIONS OR REPRESENTATIONS ON THE SERVICES, NOT ALL FEATURES OF THE SERVICES MAY BE AVAILABLE IN YOUR COUNTRY.

5.2 Registration. To use any aspect of the Services and become a “User”, you may be required to register and provide certain information, by using your existing third party social network (each, an “SNS”) (including, but not limited to, LinkedIn) login information (the “Account Information”). You agree to provide accurate Account Information and to update your Account Information as necessary to keep it accurate. Gloopt will use your Account Information in accordance with its privacy policy. When registering on your mobile device, the Service will document your mobile device using an identifier (“Gloopt Mobile ID”) assigned by Gloopt. This is a number different from your unique mobile device identification (such as “UDID”) or phone number. By providing the Service with access to your mobile device, you consent to Gloopt using the Service to send you Service-related notices on your mobile device through the Application, including among other things notices required by law, in lieu of postal mail. You may not opt out of Service-related message sent through the Application. We may also use the Application to send you other messages, including information about the Services and special offers. To end notification and messaging to you through the Application, you must uninstall the Application.

5.3 You will be responsible for providing the mobile device, network connection, computer hardware, and any other hardware and software necessary to use the Services.

5.4 Account Tiers.  Anyone can create an account to view content. However, individuals who have been invited to the Application will also be able to create and post video content.  You may only post video content if you have been invited to do so by Gloopt.

5.5 Account Confidentiality. You agree that you will not allow others to use any aspect of your Account Information. You have responsibility for taking steps to maintain the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. Gloopt will not be responsible for any losses arising out of the unauthorized use of any of your Account Information and/or account and you agree to indemnify and hold harmless Gloopt, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.

5.6 Security. To prevent unauthorized access, to maintain data accuracy, and to ensure the appropriate use of Account Information, Gloopt uses appropriate physical, technical and administrative procedures to safeguard the information we collect.

6. LICENSE TO THE SERVICES
6.1 License Grant. A. Gloopt grants to you a limited, non-exclusive, non-transferable license to access and use the Services in legally authorized jurisdictions for personal non-commercial purposes only. If you subscribe to any of the Services, this license is contingent upon your payment of any subscription fees, if applicable, and your compliance with any other terms and conditions applicable to you as a User. Any violation by you of the license provisions contained in this Section 6.1 may result in the immediate termination of your right to use the Services. Gloopt reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

6.2 Updates. Gloopt may from time to time make available to all users of the Services, updates at no cost or subject to additional fees in Gloopt’s sole discretion. “Updates” means any updates, upgrades or error corrections to the Services that Gloopt makes available generally to users of the Services. Notwithstanding anything else contained in this Agreement, Gloopt will have no obligation to continue producing or releasing new versions of the Services or any updates thereto.

7. Ownership
The Services and any content created and posted by Gloopt, such as video creation guidelines, are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Gloopt and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. 

Any video content that you create and post to the Services is owned by you.  However, by making available any video content available through the Application and Services, you hereby grant to Gloopt a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, broadcast and otherwise exploit such video content in any and all media or distribution methods (“License”). By way of example and not limitation Gloopt may modify or adapt your video content in order to transmit, display or distribute such submissions over computer networks and in various media and/or make changes to your video content as are necessary to conform and adapt your video content to any requirements or limitations of any networks, devices, services or media. Gloopt also has the right to make your video content available to other companies, organizations or individuals who partner with Gloopt. Such uses by Gloopt or other companies, organizations or individuals who partner with us may be made with no compensation to you with respect to your video content or otherwise. This License ends when you delete your video content or your account unless your video content has been shared with others, and they have not deleted it.

8. General Prohibitions
You agree not to do any of the following while using the Services:

• Use the Service in a manner inconsistent with any and all applicable laws and regulations.

• Sell or otherwise transfer your profile.

• Post content that: is hate speech, threatening, or pornographic; incites violence; contains nudity or graphic or gratuitous violence, or contains Illicit drugs and drug paraphernalia content; or any other content that is illegal, promotes illegal activity or infringes on the legal rights of others; is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

• Promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

• Use your Account to do anything unlawful, misleading, malicious, or discriminatory.

• Do anything that could disable, overburden, or impair the proper working or appearance of Gloopt, such as a denial of service attack or interference with page rendering or other Gloopt functionality.

• Use the Services for any commercial purpose or the benefit of any third party or in any manner not permitted by the Terms of Use

• Use the Services to reproduce copyrighted materials;

• Copy, store, edit, change, prepare any derivative work of or alter in any way any of the content made available through the Services;

• Make the Services available over a network where it could be used by others;

• Provide your Account Information, including your password, to any other person;

• Translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Services or any portion of them, except as expressly allowed under applicable law;

• Circumvent any technology used by Gloopt or its licensors to protect content accessible via the Services;

• Rent, lease, or sublicense any of the Services; or

• Use the Services in any way that violates the terms of this Agreement or other Gloopt policies.

• Encourage or enable any other individual to do any of the foregoing.

Gloopt will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Services security issues, to the fullest extent of the law. Gloopt may involve and cooperate with law enforcement authorities in prosecuting users who violate the Terms of Use. You acknowledge that Gloopt has no obligation to monitor your access to or use of the Services or to review or edit any content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with the Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Gloopt reserves the right, at any time and without prior notice, to remove or disable access to any content and any User, that Gloopt, in its sole discretion, considers to be in violation of the Terms of Use or otherwise harmful to the Services.

9. Copyrights
As between you and Gloopt, you acknowledge that Gloopt owns or has a license to all title and copyrights in and to the Services. All title and intellectual property rights in and to the licensed content in the Services is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.  You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.

10. Gloopt Trademarks and Third-Party Trademarks
The following are registered trademarks or trademarks of Gloopt: Gloopt, and its design logo, as well as certain other Gloopt trademarks, service marks, graphics, and logos (collectively, the “Gloopt Trademarks”) used in connection with the Services. The Services may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to Trademarks or the trademarks of any third party.

11. Security
The Services use technology to protect the digital information provided by from unauthorized use. Your use of the Services may be limited by such technology. You acknowledge that, from time to time, Gloopt may modify or discontinue using such technology. Security modifications made by Gloopt may from time to time include required updates to the Services. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.

12. Privacy
Gloopt cares about your privacy. It is important that you read and understand the terms of Gloopt’s Privacy Policy. Gloopt may cooperate with and disclose information (including your Account Information) to any authority, government official or third-party, without giving any notice to you, in connection with any investigation, proceeding or claim arising from an asserted illegal action or infringement due to your use of the Services.

13. Termination
Without limiting other remedies, Gloopt may at any time suspend, terminate, or refuse to provide you with access to the Services. If Gloopt terminates, disables or suspends your access to the Services for any reason your will not create another Gloopt account without first receiving Gloopt’s express written permission to do so.  Gloopt may notify authorities or take any actions it deems appropriate, without notice to you, if Gloopt suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of the Terms of Use or any policies or rules established by Gloopt; or (ii) engaged in actions relating to or in the course of using the Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, other Users, Gloopt, any other third-parties, or the Services.

Without limiting any other terms of the Terms of Use, you may stop using the Services and delete your Account Information at any time by uninstalling the Application from your mobile device.

After any termination, you understand and acknowledge that we will have no further obligation to provide the Services.  Furthermore all licenses and other rights granted to you by the Terms of Use will immediately cease.  Gloopt will not be liable to you or any third-party for termination of the Services or termination of your use of either.  UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION THAT YOU HAVE SUBMITTED VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES THEREAFTER.

Any suspension, termination or cancellation will not affect your obligations to Gloopt under the Terms of Use (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.  

14. Links to Third Party Websites
The Application and Services may contain links to or information regarding third-party websites or resources. You acknowledge and agree that Gloopt is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Gloopt of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.  Your dealings with, or participation in promotions of any third-party advertisers via the Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that Gloopt is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Services.

15. Accessing and Downloading the Application from the App Store
The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):

• You acknowledge and agree that (i) these Terms of Use are concluded between you and Gloopt only, and not Apple, and (ii) Gloopt, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Use.

• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application,. As between Gloopt and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Gloopt.

• You and Gloopt acknowledge that, as between Gloopt and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

• You and Gloopt acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between Gloopt and Apple, Gloopt, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use.

• You and Gloopt acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.

• Without limiting any other terms of these Terms of Use, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

• These Terms of Use constitute the entire and exclusive understanding and agreement between Gloopt and you regarding the Application and Service, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Gloopt and you regarding the Application and Service.

16. Special Notice for International Use; Export Controls
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.  You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

17. General Practices Regarding Use and Storage
You acknowledge that Gloopt may establish general practices and usage limits on the Service. This may include the length of time we store your data, including viewing preferences, as well as your maximum allotted free viewing time. You agree that Gloopt is not responsible or liable for the deletion or failure to store any data or other content maintained by the Service. You further acknowledge that we may change these general practices and limits at any time without notice.

18. Disclaimers
EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS: THE SERVICES (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS AND ANY LICENSED CONTENT ARE LICENSED TO YOU "AS IS." ANY USE OF THE SERVICES WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLOOPT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. GLOOPT MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE SERVICES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND GLOOPT DISCLAIMS ANY LIABILITY RELATING THERETO. GLOOPT MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, GLOOPT MAY MODIFY, SUSPEND, OR DISCONTINUE THE SERVICES (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER GLOOPT ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE SERVICES, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.

YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. GLOOPT DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

YOU UNDERSTAND THAT YOU MAY ENCOUNTER OFFENSIVE, INDECENT OR OTHER OBJECTIONABLE CONTENT WHEN USING THE SERVICES. GLOOPT WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH CONTENT.

SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT GLOOPT ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GLOOPT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Gloopt is not responsible for any incorrect or inaccurate content posted on the Application or in connection with the Service provided. Each contributor is responsible for the content he or she posts. Each contributer is responsible for posting any necessary disclaimers specific to his or her content, industry, subject matter.

Gloopt is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or at any application or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Application and/or in connection with the Service. Under no circumstances shall Gloopt be responsible for any loss or damage, including personal injury or death, resulting from use of the Service or from any content therein, whether online or offline.

19. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT THEREIN REMAINS WITH YOU. NEITHER GLOOPT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GLOOPT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT GLOOPT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL GLOOPT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GLOOPT AND YOU.  THIS LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS INTENDED ONLY FOR THOSE JURISDICTIONS WHERE PERMISSIBLE.

20. Indemnity
YOU WILL INDEMNIFY AND HOLD GLOOPT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY SUITS OR CLAIMS ARISING OUT OF (I) YOUR BREACH OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II) YOUR USE OF THE SERVICES.

21. Notice for California Members
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22. General
1. Entire Agreement. The Terms of Use (including the Privacy Policy) constitutes the entire and exclusive understanding and agreement between Gloopt and you regarding the Services, and the Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Gloopt and you regarding the Services.

2. Assignment. You may not assign or transfer the Terms of Use, by operation of law or otherwise, without Gloopt’s prior written consent. Any attempt by you to assign or transfer the Terms of Use, without such consent, will be null and of no effect. Gloopt may freely assign the Terms of Use. Subject to the foregoing, the Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

3. Notices. You consent to the use of: (i) electronic means to complete the Terms of Use and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to the Terms of Use or your use of the Services. Any notices or other communications permitted to required hereunder, including those regarding modifications to the Terms of Use, will be in writing and given by posting to the Services.

4. Controlling Law and Jurisdiction. This Agreement will be governed by the laws of the State of California, without regard to conflicts of laws provisions thereof. Except as expressly prohibited by applicable law, the exclusive jurisdiction for any claim, action or dispute with Gloopt or relating in any way to your use of the Services will be in the state and federal courts of the State of California and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of Santa Clara, California.

5. Waiver. The failure of Gloopt to enforce any right or provision of the Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gloopt. Except as expressly set forth in the Terms of Use, the exercise by either party of any of its remedies under the Terms of Use will be without prejudice to its other remedies under the Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Terms of Use will remain in full force and effect.

23. Contacting Gloopt
If you have any questions about the Terms of Use, please contact Gloopt at info@Gloopt.com.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.