Terms of Service
The following terms and conditions govern all use of the Loxo.co website and all content, services and products available at or through the website,
including, but not limited to, the Loxo.co website and domain name (“Sites”) and any other features, content, or applications offered from time to time by the Loxo in
connection therewith, (collectively “Service(s)”)). The Website is owned and operated by Loxo, LLC (“Loxo”). The Service is offered subject to your
acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation,
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICE. BY ACCESSING OR USING THE SITES OR ANY PART OF THE SERVICE, IN ANY MANNER,
INCLUDING BU NOT LIMITED TO VISTING OR BROWSING THE SITES, YOU OR THE ENTITY THAT YOU REPRESENT (“YOU”) AGREE TO BECOME BOUND Y THE TERMS AND CONDITIONS OF
THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE
AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IN WHICH CHASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO
SUCH ENTITY AND ITS AFFILICATES. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE, WHETHER INDIVIDUALS OR ENTITIES, INCLUDING USERS
WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION AND OTHER MATERIALS OR SERVICES ON THE SITES. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT
AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS THE WEBSITE OR USE ANY OF THE SERVICES.
IF THESE TERMS AND CONDITIONS ARE OFFERED AN OFFER BY LOXO, ACCEPTANCE IS EXPERESSLY LIMITED TO THESE TERMS. THE SERVICE IS AVAILABLE ONLY TO INDIVIDUALS
WHO ARE AT LEAST 18 YEARS OLD.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for
purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (directly or indirectly)
(i) decipher, decompile, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the
limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or
(iii) copy, rent lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable, state, national,
and international laws and regulations.
As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Service. The Service,
(including without limitation, any Content (as defined below)) is provided only for your own personal, internal use. You may not disclose
any Content to any third party or use the Service or the Content on a time-sharing or service-bureau basis or otherwise for the benefit of
any third party. You are responsible for all of your activity in connection with the Service. For purposes of the Terms of Service, the
term “Content” includes, without limitation, any text, tags, graphics, advertisements, advice, suggestions, videos, audio clips, computer
software, scripts, and interactive features generated, provided, or otherwise made accessible by Loxo or its partners on or through the Service.
Loxo reserves the right to remove any Content from the Sites or Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations
from third parties or authorities relating to such Content or if Loxo is concerned that you may have violated the Terms of Service) or for no reason at all.
Loxo will have no obligation to provide a refund of any amounts previously paid.
Your Loxo.co Account and Site. You are solely responsible for maintaining the security of your account, for maintaining the confidentiality of your password,
and you are fully responsible for all activities that occur under the account and any other actions taken in connection with your account. As a condition to
using certain aspects of the Service, you will be required to register with Loxo and select a password and email address (“Loxo User ID”). You shall
provide Loxo with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may
result in immediate termination of your Loxo account. You shall not (i) select or use as a Loxo User ID an email address of another person with the intent to
impersonate that person; (ii) use as a Loxo User ID an email address subject to any rights of a person other than you without appropriate authorization;
or (iii) use as a Loxo User ID an email address that is otherwise offensive, vulgar or obscene. Loxo reserves the right to refuse registration of, or cancel
a Loxo User ID in its sole discretion. . You must immediately notify Loxo of any unauthorized uses of your account, or any other breaches of security.
Loxo will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
Responsibility and Code of Conduct.You are entirely responsible for the content of, and any harm resulting from, that Content. You shall not (and shall not permit any third party to)
either (i) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the
Service, and not as a limitation of making Content available, you represent and warrant that:
the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent,
trademark or trade secret rights, of any third party;
if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available
the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end
users any required terms;
the Content does not contain or install any viruses or any other computer codes, files, or programs, worms, malware, Trojan horses or other harmful or
destructive content, or to damage or obtain unauthorized access to any system, data, password or other information of Loxo or any third party;
the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive
traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead
recipients as to the source of the material (such as spoofing);
the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the
materials, whether requested to do so by Loxo or otherwise.
Loxo has not reviewed, and cannot review, all of the content, material, including computer software, posted to the Sites and Services, and cannot
therefore be responsible for that material’s content, use or effects. By operating the Sites and Services, Loxo does not represent or imply that it
endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking
precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
The Sites may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies,
typographical mistakes, and other errors. The Sites and Services may also contain material that violates the privacy or publicity rights, or infringes
the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms
and conditions, stated or unstated. Loxo disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any
downloading by those visitors of content there posted.
Content Posted on Other Websites.
We have not reviewed, and cannot review, all of the content, material, including computer software, made available through the websites and webpages
to which Loxo.co links, and that link to Loxo.co. Loxo does not have any control over those non-Loxo websites and webpages, and is not responsible
for their contents or their use. By linking to a non-Loxo website or webpage, Loxo does not represent or imply that it endorses such website or
webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and
other harmful or destructive content. Loxo disclaims any responsibility for any harm resulting from your use of non-Loxo websites and webpages.
Payment and Renewal.
Loxo requires payment of fees for certain features of the Service. Should you elect to subscribe to such features, you shall pay all applicable fees,
as describe on the Sites in connection with such features. Loxo reserves the right to change its price list and to institute new changes at any time,
upon fourteen (14) days prior notice to you, which may be sent by email or posted on the Sites. Use of the Service by you following such notification
constitutes your acceptance of any new or increased charges. Optional services are available on the Website (any such services, an “Upgrade”). By
using the standard Services or selecting an Upgrade you agree to pay Loxo the monthly or annual subscription fees indicated for that service. Payments
will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription
period as indicated. Upgrade fees are not refundable.
Unless you notify Loxo before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will
automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes)
using any credit card or other payment mechanism we have on record for you.
If you register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier
of (i) the end of the free trial period for which you registered to use the applicable Service(s), or (ii) the start date of any Purchased Service
subscriptions ordered by You for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such
additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS
YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERD BY THE TRIAL, PURCHASE UPGRADED SERVICES, BEFORE THE END OF THE TRIAL PERIOD. YOU
CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A DIFFERENT SERVICE, EITHER IN LOXO OR TO ANOTHER THIRD PARTY.
Copyright Infringement and DMCA Policy.
As Loxo asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material
located on or linked to by Loxo.co violates your copyright, you are encouraged to notify Loxo in accordance with the DMCA Policy. Loxo will respond to
all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Loxo
will terminate a visitor’s access to and use of the Sites and Services if, under appropriate circumstances, the visitor is determined to be a repeat
infringer of the copyrights or other intellectual property rights of Loxo or others. In the case of such termination, Loxo will have no obligation to
provide a refund of any amounts previously paid to Loxo.
This Agreement does not transfer from Loxo to you any Loxo or third party intellectual property, and all right, title and interest in and to such
property will remain (as between the parties) solely with Loxo. Loxo and Loxo logo, and all other trademarks, service marks, graphics and logos used
in connection with Loxo.co, or the Website are trademarks or registered trademarks of Loxo or Loxo’s licensors. Other trademarks, service marks,
graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or
license to reproduce or otherwise use any Loxo or third-party trademarks.
You agree that the Service contains Content specifically provided by Loxo or its partners and that such Content is protected by copyrights,
trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and
restrictions contained in any Content accessed through the Service. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit,
publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or
other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates
any third party right.
You may, to the extent the Sites expressly authorize you to do so, download or copy the Content, and other items displayed on the Sites for download,
for personal use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant
portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior
written permission from Loxo, or from the copyright holder identified in such Content's copyright notice.
With your permission (which you are granting by using the Services),
we will create and update versions of your address book and emails for you to access using the Loxo Services.
You will also have the option to import and update versions of your calendar, social media contacts, and you can later choose to upload files to the Loxo Services.
This data, along with any electronic data and information submitted by or for you to the Loxo Services,
including electronic data and information submitted by or for you through your use of third party applications,
or collected and processed by or for you using the Loxo Services (excluding information obtained by the Company from our content licensors or
publicly available sources and provided to you,
or otherwise provided by the Company to you in connection with the Loxo Services) is referred to as "Your Data."
You retain full ownership to Your Data.
We do not claim any ownership to any of it.
You grant the Company a worldwide, perpetual license to host, copy, transmit and display Your Data as necessary
for the Company to provide the Loxo Services in accordance with these Terms.
You also grant to the Company a royalty-free, perpetual, worldwide, transferable, sublicensable license to transfer
Your Data to third party service providers used by the Company in providing the Loxo Services.
You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services.
For example, it's your responsibility to ensure that you have all rights and permissions needed to comply with these Terms
and to avoid infringement or violation of any rights of others.
You will be responsible for your users’ compliance with these Terms and
will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use.
You acknowledge that the Company has no obligation to monitor any information on the Services and
that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of
Your Data or any other information or content you may be able to access using the Services.
If you install or enable any third-party application for use with the Loxo Service (e.g., Google, Facebook),
you grant us permission to allow the provider of that application to access Your Data as required for the interoperation of
that third-party application with the Loxo Service.
We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a third-party application.
Sharing Your Data and Your Privacy.
However, the Services do allow you to share Your Data with others.
If you choose to share Your Data, we cannot be responsible for what those other users do with Your Data,
so please carefully consider what you share and with whom you share it.
We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of
We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration or destruction.
You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect
Your Data when you are transmitting it to us and to keep your own backup copies of Your Data.
You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of the Loxo Services when you are not using them.
The Loxo Services are intended only for users located in the United States, Australia, New Zealand, Brazil, Singapore,
and Canada (collectively, the "Approved End User Locations").
By accepting these Terms, you are representing, warranting, and covenanting to us that (i) you do not reside in, and are not registered or organized in,
a country outside of the Approved End User Locations, and (ii) if you are an organization,
none of your users are residents of any country outside of the Approved End User Locations.
Further, to the extent that you or any of your organization’s users provide us with, whether as Your Data or otherwise,
any personal data relating to any resident of any country outside of the Approved End User Locations,
you represent and warrant that you have obtained the necessary rights and consents to provide such information to us for processing,
and to enable us to conduct such processing, as part of the Loxo Services.
Loxo reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement
periodically for changes. Your continued use of or access to the Sites and Services following the posting of any changes to this Agreement constitutes
acceptance of those changes. Loxo may also, in the future, offer new services and/or features through the Sites (including, the release of new tools
and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Loxo may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If
you wish to terminate this Agreement or your Loxo account (if you have one), you may simply discontinue using the Website and provide written notice
of termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without
limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
Disclaimer of Warranties.
The Sites and Services are provided “as is”. Loxo and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied,
including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranties implied by
any course of performance or usage of trade, all of which are expressly disclaimed. Neither Loxo nor its suppliers and licensors, makes any warranty
that the Sites and Services will be error free or that access thereto will be continuous or uninterrupted, or the results of using the service will
meet your requirements. Your use of the service is solely at your own risk. Some States do not allow limitations on how long an implied warranty
lasts, so the above limitations may not apply to you. If you’re actually reading this, here’s a treat. You understand that you download from, or
otherwise obtain content or services through, the Sites and Services at your own discretion and risk. Loxo has no special relationship with or
fiduciary duty to you. You acknowledge that Loxo has no control over, and no duty to take any action regarding: which users gains access to the Sites
and Services; what Content you access via the Sites and Services; what effects the Content may have on you; how you may interpret or use the Content;
or what actions you may take as a result of having been exposed to the Content. You release Loxo from all liability for you having acquired or not
acquired Content through the Sites and Services. The Sites may contain, or direct you to websites containing, information that some people may find
offensive or inappropriate. Loxo makes no representations concerning any content contained in or accessed through the Sites and Services, and Loxo
will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Sites
Electronic Communications Privacy Act Notice (18USC 2701-2711): LOXO MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION
TRANSMITTED ON THE SITES AND SERVICES OR ANY WEBSITE LINKED TO THE SITES. Loxo will not be liable for the privacy of email addresses, registration and
identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Loxo’s equipment,
transmitted over networks accessed by the Sites, or otherwise connected with your use of the Service.
General Content Disclaimer.
The Content provided by or through the Service is for entertainment purposes only, and should not be relied upon. Loxo makes no representations or
warranties concerning the appropriateness, accuracy, reliability, usefulness, completeness, or timeliness of such Content. No Content is intended to
substitute for personal advice from a qualified professional. When applicable, always seek the advice of a qualified professional, and never disregard
professional advice or delay in seeking it because of any Content.
By using the Service, you agree that Loxo shall not be responsible for (1) any Content, (2) any person's reliance on any such Content, whether or not
correct, current and complete, or (3) the consequences of any action that you or any other person takes or fails to take based on any Content or
otherwise as a result of your use of the Service.
Limitation of Liability.
In no event will Loxo, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence,
strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for
substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you
to Loxo under this agreement during the twelve (12) month period prior to the cause of action or one-hundred U.S. Dollars ($100.00). Loxo shall have
no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
Loxo makes no representation that the Content is appropriate or available for use in locations outside of California, and accessing the Service is
prohibited from territories where such Content is illegal. If you access the Service from other locations, you do so at your own initiative and are
responsible for compliance with local laws.
General Representation and Warranty.
and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other
governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data
exported from the United States or the country in which you reside) and (ii) your use of the Sites and Services will not infringe or misappropriate
the intellectual property rights of any third party.
You agree to defend, indemnify and hold harmless Loxo, its contractors, and its licensors, and their respective directors, officers, employees and
agents from and against any and all claims and expenses, including attorneys’ fees, arising out of you, or any third party using your account, use of
the Sites and Services, including but not limited to your violation of this Agreement. Loxo reserves the right to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Loxo in asserting any available defenses.
This Agreement constitutes the entire agreement between Loxo and you with respect to the Service and use of the Sites, and supersede all prior or
contemporaneous communications and proposals (whether oral, written or electronic) between you and Loxo with respect to the Sites and Services
concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Loxo, or by the
posting by Loxo of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the
Sites and Services will be governed by the laws of the state of Colorado, U.S.A., excluding its conflict of law provisions, and the proper venue for
any disputes arising out of or relating to any of the same will be the state and federal courts located in Denver County, Colorado. Except
for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without
the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of
the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take
place in Denver, Colorado, in the English language and the arbitral decision may be enforced in any court. Use of the Service is not
Loxo agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose;
otherwise, such cause of action is permanently barred. The Terms of Service are not assignable, transferable or sublicensable by you except with
Loxo's prior written consent. Loxo may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency,
partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind
to bind the other in any respect. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’
fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the
remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in
any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party
that consents to, and agrees to be bound by, its terms and conditions; Loxo may assign its rights under this Agreement without condition. This
Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.