Loom International Website Use Agreement
Terms & Conditions
This World Wide Web site with its home page at “www.loominternational.org” (the “Website”) is an informational and interactive website offered by Loom International at no charge to users of the World Wide Web, with the express condition that these users agree to be bound by the terms and conditions set forth in this User Agreement. Loom International reserves the right to change these terms and conditions at any time, without notice to you, and you must consult the most recent version of this User Agreement (not an older cached version) each time you view the Website. Use of this Website constitutes your acceptance of all of the following terms and conditions, in their current form or as modified.
DESCRIPTION OF SERVICE
Loom International is a charitable, nonprofit corporation exempt under IRS 501(c)(3).
REGISTERED USER ACCOUNT, PASSWORD, AND SECURITY
Users who wish to create an account on the Loom International website must also agree to the terms and conditions set forth in the Charitable Giving Fund Notice found here. Users creating such an account are responsible for maintaining the confidentiality of their user ID and password, and are fully responsible for all activities that occur under their account. Loom International does not retain or assume liability or responsibility for such use.
GENERAL PRACTICES REGARDING USE AND STORAGE
Users acknowledge that Loom International may establish general practices and limits concerning use of the Website, including without limitation the maximum number of days that postings or other uploaded content are retained by the Website, the maximum disk space allotted on servers for an account, and the maximum duration for which an account can be accessed in a given period of time. You acknowledge that Loom International has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Website servers. You acknowledge Loom International has the right to disable accounts that are inactive for an extended period of time or when fraud is suspected. You further acknowledge that Loom International reserves the right to change these general practices at any time with or without notice.
Loom International assumes no responsibility or liability for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization data or settings. All such risks shall be borne by the end user.
You acknowledge that Loom International and its designees shall have the right (but not the obligation) in their sole discretion to refuse, move, edit, or delete any Public Content that is available via the Service. Loom International and its designees shall have the right (but not the obligation) to remove any Public Content regardless of whether such communication(s) violate this User Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any Public Content, including any reliance on the accuracy, completeness, or usefulness of such Public Content.
You acknowledge and agree that Loom International may preserve Public Content and may also disclose Public Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the User Agreement; (c) respond to claims that any Public Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Loom International, its users and the public.
By submitting communications or content (including, but not limited to stories, photos, videos) to any part of this Website, blog, or social media sites, where such content would be viewable by the public (e.g. posting on a public forum/bulletin board or public chat or other public communication), you agree that such submission is non-confidential for all purposes. Any submission to this Website will be deemed and remain the property of Loom International. You grant and warrant that the owner of such content has expressly granted Loom International and its designees a royalty-free, perpetual, irrevocable, world-wide non-exclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. Such license is freely assignable by Loom International at its sole discretion.
MODIFICATIONS TO THE SERVICE
Loom International reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Loom International shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
You agree that Loom International and its designees, in its or their sole discretion, may terminate your password, Charitable Giving Fund, account (or any part thereof) or use of this Service, and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Loom International believes that you have violated or acted inconsistently with the letter or spirit of this User Agreement. You agree that any termination of your access may be effected without prior notice, although Loom International shall send electronic notice to you at the point of such termination, and you acknowledge and agree that Loom International may immediately deactivate or delete your account and all related information and files in your account and/or bar further access to such files or the Service. Further, you agree that neither Loom International nor any agent or designee shall be liable to you or any third-party for any termination of your access to the Service.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
This site and all information, content, materials, products (including software) and services included on or otherwise made available to you through this site are provided by Loom International an an “as is” and “as available” basis, unless otherwise specified in writing. Loom International makes no representations or warranties of any kind, express implied, as to the operation of this site or the information, content, materials, products (including software) or services included on or otherwise made available to you through this site, unless otherwise specified in writing. You expressly agree that your use of this site is at your sole risk.
To the full extent permissible by applicable law, Loom International disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Loom International does not warrant that this site; information, content, materials, products (including software) or services included on or otherwise made available to you through this site; their servers; or electronic communications sent from Loom International are free of viruses or other harmful components. Loom International and its designees shall not be liable for any damages of any kind arising from the use of this site or from any information, content, materials, products (including software) or services included on or otherwise made available to you through this site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
You agree that you will hold harmless Loom International, Inc,, its agents and designees, and each company’s officers, directors, employees, members, managers, agents, contractors and volunteers (the “Releasees”) from all claims arising out of or related to your access or use of, or your inability to access or use, the Service, this Website or the information contained in this Website or other websites to which it is linked. This includes, but is not limited to, information or materials viewed or downloaded from this Website or another website to which it is linked that appear to you or are construed by you to be obscene, offensive, defamatory, or that infringe upon your intellectual property rights. In no event will Loom International or the contributors of information to this Website and/or the Service be liable to you or anyone else for any decision made or action taken by you in reliance on such information or for any consequential, special or similar damages, even if advised of the possibility of such damages.
You acknowledge that the opinions and recommendations contained in this Website are not necessarily those of Loom International or endorsed by Loom International. Loom International may provide links on the Website to other websites which are not under the control of Loom International. In general, any website which has an address (or URL) which does not contain “Loom International.com” is such a website. These links are provided for convenience of reference only and are not intended as an endorsement by Loom International of the organization or individual operating the website or a warranty of any type regarding the website or the information on the website.
If you wish to make a donation to Loom International through the Website or through a linked-to website operated by Loom International’s payment processor for donations (a “Donation”), you may be asked to supply certain information relevant to your Donation, including without limitation your credit card number or other payment account number, and your billing address. YOU REPRESENT AND WARRANT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND HAVE THE LEGAL RIGHT TO USE ANY PAYMENT MEANS USED BY YOU TO INITIATE ANY DONATION. By submitting such information, you grant Loom International or its payment processor the right to provide such information to third parties for purposes of facilitating the completion of Donations initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Donation. Loom International reserves the right, at its sole discretion, to refuse or cancel any Donation for any reason. Loom International or its payment processor may automatically process charges against your selected payment method on the receipt page. Loom International or its payment processor will inform you if all or any portion of your Donation is canceled or if additional or different information is required to accept your Donation.
USAGE OF MATERIAL
Except as to Public Content, and unless otherwise indicated, all information contained on this Website, such as text, graphics, logos, button icons, images, audio, and other copyrightable material (collectively “Material”), is copyrighted by, and proprietary to Loom International and/or its licensors, and may not be copied, reproduced, transmitted, displayed, performed, distributed, sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner without Loom International’s prior written consent, except that the user may make such temporary copies in a single computer’s RAM and hard drive cache as are necessary to browse the Website. The user may also make a single copy of the Material displayed on any page of the Website to be used by the user for personal and noncommercial uses which do not harm the reputation of Loom International, provided that the user does not remove any legal notices, including any trademark, copyright or other notices contained in such Material.
TRADEMARKS / COPYRIGHTS / RIGHT OF PUBLICITY
All trademarks and service marks appearing on the Website are owned by Loom International and/or its licensors, or their respective owners, including without limitation the Loom International word mark and logo. Other than as expressly allowed herein, the use of such trademarks and/or service marks without the prior written consent of Loom International is expressly prohibited and all rights thereto are reserved.
This Website (excluding linked sites) is controlled by Loom International, which is headquartered by the State of Oregon, United States of America. It can be accessed from all 50 states in the United States, as well as from other countries around the world. As each of these places has laws that may differ from those of Oregon, by accessing this Website both you and Loom International agree that the statutes and laws of the State of Oregon, without regard to conflicts of laws principles thereof, will apply to all matters arising from or relating to use of this Website, or enforcement of the terms of this User Agreement. You and Loom International also agree and hereby submit to the exclusive personal jurisdiction and venue of the state or federal courts located in Portland, Oregon, USA with respect to such matters. Loom International makes no representation that materials on the Website are appropriate or available for use in other locations, and accessing them from territories where their content is illegal is prohibited. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws. We reserve the right to limit the availability of the Website and/or the provision of any service, program, film or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, film or other product that we provide. Software from this Website is further subject to United States export controls. No software from this Website may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using any software from this site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Hypertext Linking. Loom International encourages and permits text links to content on the Loom International Website, loominternational.org, provided: (a) the appearance, position and other aspects of either the link or the host website may not be such as to damage or dilute the goodwill associated with Loom International’s name, service marks trademarks and/or other intellectual property and assets of Loom International; (b) the appearance, position and other aspects of either the link or the host website may not create the false appearance that an entity other than Loom International is associated with or sponsored by Loom International; and (c) Loom International reserves the right to revoke its consent to the link at any time in its sole discretion by amending this User Agreement.
In the event that any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect.
This agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto with respect to the subject matter of this agreement are expressly canceled.
All contributions made through the Loom International Website or utilizing the services provided by Loom International and by the Foundation are complete, final, and non-refundable charitable gifts to Loom International only. Only the authorized credit card holder may donate on the Loom International Website, and you may not enter donations on behalf of donors, although you can facilitate such donations (e.g., setting up a kiosk where donors enter their card information directly).
Loom International will follow its normal charitable contribution receipting process in acknowledging charitable contributions. Loom International will issue charitable contribution receipts for donations made to Loom International by check and through the Loom International Website.
NO GOODS OR SERVICES IN EXCHANGE FOR DONATIONS
Federal law prohibits you from promising or providing goods and services (e.g., tickets to events or raffles) in exchange for making a donation to a donor advised fund such as Loom International. Loom International may only accept pure contributions and not part gift and part sale transactions. Therefore, you agree that you shall not promise or provide any goods or services, including admissions to events to donors in exchange for a donation to Loom International advised for your charity.
ULTIMATE RESPONSIBILITY FOR DONOR EXPRESSIONS OF PREFERENCE ABOUT USE OF FUNDS
The Loom International Website provides an opportunity for donors to Loom International to indicate the project that they wish to receive a regrant of their donations, subject to the Loom International’s ultimate discretion. In addition, donors who would like to further express their preference as to how the advised charity should use these funds may designate their donation for a specific project by contributing toward the “project” when making their online donation. If a donor expresses such a preference and Loom International honors the regrant advisement, Loom International will communicate to the advised charity the donor’s preference regarding use exactly as expressed by the “project.” However, Loom International guarantees donors that an advised charity will use the funds in a manner consistent with the donor’s preference, and Loom International is not responsible for or will be held liable for the advised charity’s ultimate handling of such preferences. Donors acknowledge that any designation of a donation’s use is merely an expression of preference and does not give rise to any contractual obligations for Loom International, or the advised charity. As a Registered Charity, if you receive a regrant from Loom International and are informed of a donor’s designation of use, you will have ultimate responsibility and sole discretion regarding whether to honor his or her expressed preference.
For example: Charity A is listed as a Registered Charity on the Loom International website. Donor B makes a contribution to Loom International advising that it should be distributed to Charity A. Donor B also expresses the preference that Charity A should honor the distribution and use the funds for a designated purpose. Loom International makes a regrant to Charity A in the amount of the donation from Donor B, less retained costs. Charity A has ultimate responsibility and sole discretion over whether to honor the donor’s request and use the funds for the designated purpose.
Loom International Content. The intellectual property rights, including but not limited to copyright, trademark, patent, trade dress, derivative works, moral rights, trade secrets, and proprietary information in all content that appears on the Loom International Website and all Tools, and that is used by Loom International in conjunction with the services they are providing (other than Registered Charity Content as defined in Section 14.2 below and any content posted by Volunteer Fundraisers and/or other users), including but not limited to, information, text, data, photographs, audio, video, images, graphics, documents, logos, and other content, associated technology and software, and the look and feel of the Loom International Website (collectively, “Website Content”), are owned by Loom International or its licensors. Except as expressly permitted in these Terms, you agree not to copy, alter, frame, distribute, publish, sell, prepare derivative works based on, or commercially exploit the Tools and/or any Website Content, without express written permission from Loom International or its licensors.
You may not incorporate any Loom International Trademark within any trademark, trade name, or domain name created by you.
APPROPRIATE USER CONTENT
The Loom International Website may allow you and other users to upload, post, and/or share information, text, data, photographs, audio, video, images, graphics, logos, symbols, documents, and other content (collectively, “User Content”). Loom International permits you to use the Loom International Website, the Tools, and the services provided by Loom International subject to your acknowledging and agreeing to the following conditions:
User Content posted by yourself and other users of the Loom International Website does not necessarily reflect our views.
We will seek to remove or edit, with or without notice to you, any User Content that we deem to be unlawful, obscene, or in violation of these Terms. We may, but are not obligated to, remove any other User Content that we determine in our sole discretion is fraudulent, threatening, libelous, defamatory, or otherwise objectionable, or infringe or violate any party’s intellectual property or other proprietary rights. Our failure to block or remove any User Content, however, is not a warranty, endorsement, representation, or guarantee regarding such User Content.
Loom International does not assume responsibility for the accuracy of any information, ideas or opinions posted by users and is not liable for any claims, damages or losses resulting from such information, ideas, or opinions.
You have sole responsibility for your User Content and the consequences of posting User Content to the Loom International Website. You bear sole responsibility for the consequences of posting User Content.
You represent and warrant that your User Content does not infringe the copyright, trademark, publicity/privacy right, and/or other intellectual property or proprietary rights of the Field Partner or any other third party.
You agree not to: advertise or sell any goods or service. This includes your agreeing not to upload to, post, share, or otherwise publish through the Loom International Website any content that is commercial in nature, including but not limited to promotional material, advertising, or solicitation for goods or services (other than materials that directly further your charitable fundraising); operate, conduct, or promote, directly or indirectly, raffles, lotteries or other similar gaming activities, whether for charitable purposes or otherwise; upload, post or distribute any User Content which, in Loom International’s sole determination, is false, indecent, defamatory, disparaging to the reputation of any individual or business, obscene, offensive, threatening, profane, harmful to minors in any way, threatening, invasive of privacy or publicity rights, abusive, illegal, harassing, violent, tasteless, denigrating, insensitive, pornographic or sexually oriented, or otherwise objectionable, or would constitute or encourage a criminal offense or other illegal activity, and/or violate the rights of any party or any law;
You agree not to engage in any conduct that: is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contains explicit or offensive descriptions of sexual matters; encourages conduct that would constitute a criminal offense or that gives rise to civil liability; violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights; victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; impersonates any person, business or entity, including Loom International, or its employees and agents; violates these Terms or any other policy posted on the Loom International Website; or interferes with others’ use of the Loom International Website or the services provided by Loom International.
By posting, uploading or otherwise sharing your User Content on the Loom International Website, you: grant to Loom International a perpetual, non-exclusive, royalty-free, license to use the User Content for all purposes in furtherance of its purpose and mission, including but not limited to: displaying on the Loom International Website, sublicensing to a Field Partner, creating derivative works based on the User Content, and/or other uses for promoting a Field Partner; permit, but not require, Loom International to identify you as the provider of such User Content; represent and warrant that you have all necessary rights to grant the foregoing permissions; and grant to Loom International and Loom International Foundation and other users of the Loom International Website the right to access, display, view, store, and/or download such User Content, and post or forward such User Content to others.
You agree that Loom International has no liability or responsibility for the storage or deletion of any User Content that you submit or post, or emails you send through the Loom International Website.
You also agree not to upload, distribute, or otherwise publish any User Content to or through the Loom International Website that: contain any virus, spyware, worm, Trojan horse, or other computer malware, or post any other materials that may damage the operation of a computer; uses any means, including spiders, robots, crawlers, data mining tools, or the like to scrape or download data from the Loom International Website; constitute or contain affiliate marketing, link referral code, junk mail, spam, chain letters, pyramid schemes, or unsolicited commercial advertisement, or the like; promote or forward surveys, contests, raffles, lotteries, pyramid schemes or chain letters or the like; contain any private, personally identifiable, financial, confidential, or proprietary information of another individual or entity without their written express permission.
Loom International FINANCIAL INFORMATION
Loom International files the annual Form 990 with the Internal Revenue Service. The IRS Form 990 and audited financial statement will be available upon request by emailing firstname.lastname@example.org.
If you are the recipient of an advised grant from Loom International’s DAF, then Loom International, through services provided by Loom International, will share with you and, if applicable, organizations administering giving events in which the donor participates the donor’s name, email address, mailing address, designation, and donation amount, unless the donor opts out and chooses to remain anonymous at the time of donation, in which case Loom International Foundation will honor the donor’s request for anonymity and not share the donor’s identity with you.
Credit Card Anti-Laundering Policy: Only the authorized credit card holder may donate on the Loom International Website. A third party may not use the donor’s card information or enter donations on behalf of the donor. This practice is known as “credit card laundering” and is against the Visa and MasterCard agreement. Using Loom International’s merchant account to process your credit card transactions can lead to heavy fines and other severe penalties. In addition, you will also put the Loom International’s credit card processing account in jeopardy. Loom International may report any such abuses to the appropriate authorities. This restriction does not preclude the Volunteer Fundraiser or Charity from providing computer terminals or kiosks, with access to the Loom International Website, for the authorized credit card holder to utilize in order to make a donation.
DISCLAIMER OF WARRANTIES
The Loom International Website and Tools are provided to you “as is” without warranty of any kind. We disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of any Website Content or Tools, or other information or materials displayed on the Loom International Website. We also expressly disclaim to the fullest extent permitted by law any and all responsibility and liability for the conduct of any charity, any other Volunteer Fundraiser, and any donor. Loom International hereby disclaims all warranties either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non infringement; and other warranties. Loom International is not engaged in the provision of legal, tax, or other professional advice or services. If you are in need of such services, you should contact the appropriate licensed and qualified professional.
YOU AGREE THAT NEITHER Loom International, NOR ANY OF THEIR AFFILIATES OR AGENTS WILL BE LIABLE TO YOU AND/OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO: THE Loom International WEBSITE (AND YOUR USE OF, OR INABILITY TO USE, THE Loom International WEBSITE). ANY CLAIMS ARISING FROM THE THE Loom International WEBSITE MUST BE BROUGHT WITHIN ONE YEAR OF THE DATE ON WHICH LIABILITY AROSE.
HOLD HARMLESS AND INDEMNITY
LINKS TO OTHER WEBSITE AND CONTENT
We may include links to third-party websites or services, and may provide links automatically to sponsor or third-party websites or services. These links do not mean that we review or endorse these third-party sites or services. We provide such links when we believe such links may be helpful, but we do not monitor or accept any responsibility for such sites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate, so you proceed to these links at your risk and responsibility. You acknowledge that we are not responsible or liable for any content, advertising, products, services, or other materials on these third-party sites. Any dealings that you have with advertisers or other third parties who may be found on or linked from the Loom International Website are between you and the advertiser, for which you assume full responsibility and you acknowledge that we are not liable for any loss or claim you may have against an advertiser.
We reserve the right to modify or terminate Loom International’s services or the Loom International Website for any reason, and without notice, without liability to you or any third party. We also reserve the right to modify these Terms with concurrent notice on the Loom International Website. You are responsible for regularly reviewing these Terms so that you will be apprised of any changes. Your continued use of the Loom International Website following any changes to these Terms is your agreement to the changes and you are bound by the then-current version of these Terms. If any changes to these Terms are unacceptable to you, you must cease use of the Loom International Website.
DESIGNATED AGENT TO RECEIVE NOTIFICATIONS OF COPYRIGHT INFRINGEMENT UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”)
In accordance with the United States Digital Millennium Copyright Act (“DMCA”) and the Online Copyright Infringement Liability Limitation Act (“OCILL”), 17 U.S.C. §§101, 512, Loom International hereby serves the following DMCA/OCILL Notice to users of the services provided by Loom International or Loom International Website that:
Loom International has designated an agent to receive notices from copyright owners about alleged infringements by users of the Loom International Website and send notices to the Loom International Website users who post or send allegedly infringing material;
Loom International has registered the Loom International Website with the U.S. Copyright Office as an online service provider, including the name and address of the designated agent;
Loom International has adopted a policy of terminating access to the Loom International Website by users who are repeat copyright infringers;
Loom International accommodates and does not interfere with standard technical measures used by copyright owners to identify and protect copyrighted works, including but not limited to, digital watermarking;
Upon receiving proper notification of an alleged infringement by a Loom International Website user, Loom International shall expeditiously take down or block access to the copyrighted material; and
Loom International has designated the following person to serve as Loom International’s agent to receive notifications of claimed copyright infringement in accordance with the DMCA and OCILL:
Name: Hanna Lederer
Address: 4300 NE Fremont St Suite 260, Portland, OR 97266
Telephone number: 1-503 922 2556, E-mail address: email@example.com
The Loom International Website is controlled and operated from within the United States. Loom International makes no representation that the Loom International Website is appropriate or available in locations outside the United States. Those who choose to access the Loom International Website from other locations are responsible for compliance with applicable laws. International users must comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence.
TERMS AND TERMINATION
These Terms apply to your use of the services provided by Loom International and the Loom International Website at all times. Loom International reserves the right to change the Loom International Website without notice to you, at any time. You may terminate under these Terms at any time by emailing your request for termination to firstname.lastname@example.org, or your status may be terminated by us at any time and for any reason. Upon termination or expiration of these Terms, your obligations and our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions survive, but your right to use the Loom International Website immediately ceases.
CONSEQUENCES OF TERMINATION
These Terms constitute the entire agreement between the parties with respect to all of the matters herein and supersedes all other agreements, understandings, and discussions of the parties. If any provision of these Terms shall be held to be unlawful, void, or unenforceable, then that provision shall be deemed severable from these Terms and will be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision was intended to achieve. The remaining provisions of these terms and conditions shall continue in full force and effect. No waiver or forbearance to seek a remedy by any party of any breach by any other party of any of its covenants, obligations and agreements hereunder shall be a waiver of any subsequent breach of any other covenant, obligation or agreement.
You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without Loom International’s prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. These terms and conditions are binding upon the parties’ respective successors and permitted assigns. Except as otherwise expressly provided herein, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.
The Parties shall act as independent contractors, and nothing contained in these Terms shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as agents, partners, joint ventures, co-owners, employer/employee franchisor/franchisee, or otherwise as participants in a joint or common undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purposes whatsoever.
These Terms shall be governed by the laws of the State of Oregon without regard to its conflict of law provisions. Any disputes arising under or related in any way to these Terms or the Loom International Website shall be litigated or otherwise heard in the state or federal courts located in Oregon and the parties hereto hereby consent to the exclusive jurisdiction of such courts.
Loom International may assign any of its rights or obligations under these Terms to another party without notice or consent for any reason.