Terms of Service

1. Acceptance of Terms

These Terms of Service govern your access to and use of Loomen's software, websites, mobile apps, APIs, and related services (the "Service"). By creating an account, clicking "I agree," or using the Service, you accept these Terms and our Privacy Policy. If you are accepting on behalf of a company, you represent that you have authority to bind that company. If you do not agree, do not use the Service.

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service. Your continued use after the effective date of updated Terms constitutes acceptance.

2. Eligibility and Accounts

You must be at least 18 years old and able to form a binding contract. You are responsible for the security of your account and all activity under it. Keep your credentials confidential and notify us promptly of any unauthorized use.

3. Subscriptions, Fees, and Taxes

3.1 Plans and Billing. The Service is offered on a subscription basis. Prices, features, and limits are shown at checkout or in an Order Form executed by you and Loomen. You authorize Loomen or its processor to charge all fees to your payment method on a recurring basis until you cancel.

3.2 Auto-Renewal. Subscriptions renew for successive terms equal to the initial term unless you cancel before renewal.

3.3 Prepayment and Refunds. Fees are billed in advance and are nonrefundable except where required by law or as expressly stated in an Order Form.

3.4 Trials. If you sign up for a free trial, you may use the Service for the stated trial period at no charge. At the end of the trial the subscription converts to paid unless you cancel before the trial ends. Paid fees after conversion are nonrefundable.

3.5 Changes. We may modify plan features and prices prospectively with reasonable notice.

3.6 Taxes. Fees are exclusive of taxes. You are responsible for sales, use, VAT, and similar taxes, other than taxes on Loomen's income.

4. Permitted Use and Restrictions

4.1 License. Subject to these Terms and your payment of fees, Loomen grants you a nonexclusive, nontransferable, non-sublicensable right to access and use the Service during your subscription term for your internal business purposes.

4.2 Acceptable Use. You will not:

• Reverse engineer, decompile, or attempt to access source code except as permitted by law
• Interfere with or disrupt the security or integrity of the Service
• Use the Service to store or transmit malware, infringing content, or unlawful material
• Violate third-party privacy or intellectual property rights
• Use the Service to build or market a competing product or to benchmark without consent
• Perform load or penetration testing without written permission
• Upload protected health information under HIPAA, cardholder data under PCI DSS, or other regulated data unless expressly permitted in a signed addendum
• Circumvent usage limits or access controls

5. Customer Data and Privacy

5.1 Ownership. You own all data, files, text, images, and other content you submit to the Service ("Customer Data").

5.2 License to Loomen. You grant Loomen a worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data to provide, maintain, secure, and improve the Service and to prevent or address service, security, or technical issues.

5.3 Aggregated Data. Loomen may create and use aggregated or de-identified data for analytics, benchmarking, and improving the Service, provided it does not identify you or any individual.

5.4 Privacy. Our collection and use of personal data is described in our Privacy Policy.

5.5 Geography. We currently offer and support the Service only in the United States.

6. AI and Automation Features

Some features use machine learning or generative AI. Outputs may be incomplete or inaccurate. You are responsible for reviewing outputs and for decisions you make based on them. AI features may use third-party models and providers. Do not input confidential or regulated data unless you have the right to do so and the Service is configured to handle it.

7. Third-Party Services and Integrations

The Service may interoperate with third-party products such as accounting, payments, email, or storage services. Your use of third-party services is governed by their terms and policies. Loomen does not control and is not responsible for third-party services. We may enable, modify, or discontinue integrations from time to time.

8. Loomen SMS Program Terms

By opting in to the Loomen SMS program, you agree to receive recurring text messages from Rybri Holdings, LLC dba Loomen. Messages may include Loomen account updates, project and workflow notifications, customer-care and support communications, reminders, alerts, and AI-generated recommendations or responses.

Message frequency varies based on your Loomen account and workflow activity. Message and data rates may apply. Consent to receive SMS messages is not a condition of purchase.

You may reply STOP at any time to unsubscribe. After opting out, you will receive one confirmation message and no further messages unless you subscribe again. Reply HELP for assistance or contact support@loomen.ai.

Some SMS responses and recommendations may be generated using artificial intelligence. Users should review AI-generated information before relying on it for important business decisions.

Wireless carriers are not responsible for delayed or undelivered messages.

9. Service Availability and Support

Unless an Order Form states otherwise, Loomen provides the Service on a reasonable efforts basis without a specific uptime service level agreement. We provide reasonable support through documentation, email, and in-product channels during normal business hours in the Eastern Time Zone.

10. Security

Loomen implements reasonable technical and organizational measures designed to protect Customer Data. No method of transmission or storage is perfectly secure and we cannot guarantee absolute security.

11. Confidentiality

Each party may receive nonpublic information from the other that is marked or reasonably understood to be confidential ("Confidential Information"). Each party will use the other's Confidential Information only to perform under these Terms and will protect it with reasonable care. Exclusions apply for information that is public, independently developed, or received from a third party without duty of confidentiality. If required by law, a party may disclose Confidential Information with reasonable advance notice to the other party where permitted.

12. Intellectual Property

The Service, software, designs, interfaces, and related intellectual property are owned by Loomen or its licensors. Except for the rights expressly granted in Section 4, no rights are granted. You may provide feedback. Loomen may use feedback without restriction and without compensation.

13. Suspension and Termination

12.1 Suspension. We may suspend access immediately if you violate these Terms, your account is overdue, or we detect a security or integrity risk.

12.2 Termination by You. You may terminate your subscription at any time, effective at the end of your current term unless an Order Form states otherwise. Prepaid fees are nonrefundable.

12.3 Termination by Loomen. We may terminate for cause if you materially breach these Terms and fail to cure within 10 days after notice. We may also terminate for convenience on 30 days' notice. If we terminate for convenience, we will refund prepaid fees for the unused portion of the term.

12.4 Data Export and Deletion. Upon termination or expiration, you may export Customer Data for 30 days, provided your account is in good standing. After that period we may delete Customer Data from active systems. We may retain backups as permitted by law and our policies.

14. Warranties and Disclaimers

13.1 Mutual Warranties. Each party represents that it has the right to enter into these Terms and will comply with applicable laws in connection with the Service.

13.2 Service Disclaimer. The Service is provided "as is." To the maximum extent allowed by law, Loomen disclaims all implied warranties, including merchantability, fitness for a particular purpose, and noninfringement. We do not warrant that the Service will be uninterrupted or error free, or that data will be secure from all threats.

15. Indemnification

14.1 By You. You will defend and indemnify Loomen and its affiliates, officers, and employees against claims, damages, and costs arising from your Customer Data, your use of the Service in violation of law or these Terms, or any third-party service you enable in connection with the Service.

14.2 By Loomen. Loomen will defend and indemnify you against third-party claims that the Service, as provided by Loomen and used in accordance with these Terms, directly infringes a United States patent, copyright, or trademark, or misappropriates a trade secret. Loomen will pay resulting damages and reasonable attorney fees finally awarded, provided you promptly notify us in writing, allow us to control the defense and settlement, and cooperate. Loomen will not be responsible for claims arising from modifications, combinations with other products, or use outside the scope of these Terms.

16. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility. Except for your payment obligations or a breach of Sections 4 or 10, each party's total liability arising from or related to the Service is limited to the fees you paid to Loomen for the Service during the 12 months before the event giving rise to liability.

17. Compliance, Export, and US-Only Use

You will comply with all applicable laws, including export control and sanctions laws. You represent that you are not on any US government denied party list. The Service is offered and supported only in the United States and is not intended for use in jurisdictions where its use would be illegal or would require additional compliance not undertaken by Loomen.

18. DMCA and Copyright

If you believe content on the Service infringes your copyright, send a notice to support@loomen.ai with details required by the Digital Millennium Copyright Act. We may remove or disable access to the material and terminate repeat infringers.

19. Publicity

Loomen may use your name and logo to identify you as a customer on our website and marketing materials, subject to your brand guidelines. You may opt out by emailing support@loomen.ai.

20. Dispute Resolution, Governing Law, and Venue

19.1 Informal Resolution. Before filing a claim, the parties will attempt to resolve the dispute informally within 30 days after written notice.

19.2 Binding Arbitration. Except for small claims court or a suit seeking temporary or injunctive relief to protect intellectual property or Confidential Information, all disputes arising out of or related to these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and venue of arbitration is Palm Beach County, Florida. One arbitrator will be appointed. The language is English. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Class Action Waiver. The parties agree to resolve disputes only on an individual basis. No class actions or class arbitrations.

19.4 Governing Law and Venue. Florida law governs these Terms without regard to conflicts of law rules. For matters not subject to arbitration, the exclusive venue is the state or federal courts located in Palm Beach County, Florida. Each party consents to personal jurisdiction and venue in those courts.

21. Beta and Trial Features

We may offer features identified as alpha, beta, preview, or trial. They are provided for evaluation only, may be changed or withdrawn at any time, and are provided as is without any warranty or support commitments.

22. Changes to the Service

We may improve, update, or discontinue features or components of the Service. If a change materially reduces core functionality during a paid term, you may terminate the affected subscription and receive a pro rata refund of prepaid fees for the remaining term.

23. Notices

We will send notices to the email address associated with your account or through the Service. You will send legal notices to the address above and to support@loomen.ai. Notices are deemed given when received, or if by email, when sent, unless we receive a bounce.

24. Miscellaneous

You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond reasonable control. If any provision is unenforceable, the remainder remains in effect. These Terms, any Order Forms, the Privacy Policy, and any signed addenda are the entire agreement and supersede prior agreements about the Service.