1. Using the Services

1.1 What We Provide

We offer a web hosted service (the "Services") that allows you to interact with prospective employers that wish to screen and interview prospective employees ("Applicant(s)"). We will use commercially reasonable efforts to make the Services available subject to our disclaimers contained below.

1.2 Right to Use

Subject to your compliance with these Terms, ModernLoop grants you certain rights in the Services (see Section 4 for more details on use and Intellectual Property Rights (as defined) under these Terms) and use of the Services.

1.3 Service Updates

You understand that the Services are evolving and features and benefits you receive upon your subscription may change as well. You acknowledge and agree that ModernLoop may update the Services with or without notifying you, including adding or removing features, products, or functionalities, with or without changing our Terms (see Section 8 for changes to Terms).

1.4 Third Parties

We may utilize certain third-party service providers (our "Provider(s)") for certain functionality, including hosting and communication with you. You understand and agree that when you use these aspects of the Services, a Provider will technically have access to, and will process, your Data and share with us the results of processing that information or help us correspond with you.

1.5 Your Data

"Your Data" means all data and information submitted to ModernLoop by you.

2. Your Responsibilities

2.1 Your Responsibilities

You are solely responsible for:

1. any and all obligations with respect to your answers to any questions posed to you;
2. maintaining appropriate internet / network connection to ensure you complete the applicable questions posed to you; and
3. use of your device that is used by you to access the questions posed to you during your use of the Services.

You acknowledge and agree with the disclaimers (Section 11) set out in these Terms.

2.2 Use Restrictions

You agree to not, directly, or indirectly (and will not permit any third party) to:

1. do anything with the Services other than use them for your own use for the purpose of applying for jobs, including not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services;
2. copy, modify, translate, adapt, merge, archive, download, upload, disclose, distribute, sell, lease, syndicate, broadcast, perform, display, make available, make derivatives of, or otherwise use the Services other than as expressly permitted by these Terms or enabled by the Services' intended functionality;
3. reverse engineer, duplicate, decompile, disassemble, or decode the Services, or otherwise extract the source code of the software of the Service;
4. use any robot, spider, crawler, scraper, avatar, miner or other manual or automated means to access the Services, "scrape" or download data from any part of our Service;
5. upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Services;
6. violate any applicable law or regulation in connection with your access to or use of the Services;
7. disrupt or hinder (or try to do so) any of the Services web pages, connected servers or networks, or technical systems of a Provider, or not follow protocols or guidelines linked to the Service;
8. try to detect, scan, or test any vulnerabilities of the Services or any of our or our Provider's system or network, or breach or override any security or authentication protections for the Services;
9. pretend to be someone else or answer questions on the Applicant's behalf;
10. access the Services in ways that aren't authorized by this Agreement;
11. leverage the Services to develop competing products or allow the same for a third-party; or
12. if possible during your use of the Services, transmit, distribute, publish, use, or otherwise make available, through or in connection with the Services:
    1. anything that is or may be (i) threatening, harassing, degrading, hateful or intimidating; (ii) defamatory; (iii) fraudulent or tortious; or (iv) obscene, indecent, pornographic, offensive, or otherwise objectionable;
    2. any material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or that is harmful to minors in any way;
    3. any material that would give rise to criminal or civil liability; that encourages violence or other criminal conduct; or that encourages or provides instructional information about violent, offensive, or illegal activities; or
    4. any material that abuses, stalks, threatens, or otherwise violates the legal, privacy, publicity, or other rights of others.

In all cases, ModernLoop will determine in our sole discretion whether any action of an end-user violates the above rules. We reserve the right to terminate your use of the Services, or if applicable, limit the visibility of your Account, and notify third parties, including law enforcement, and provide those third parties with information relating to your usage of the Services.

3. Creating an Account

Unless prompted explicitly, you do not need to create an Account to be subject to these Terms. If you are prompted to set up an Account (as defined) you shall be subject to all the obligations of an Account holder.

3.1 Registration

In case you utilize the Services by setting up an Account ("Account") you represent and warrant that: (a) all registration information you submit is truthful and accurate; and (b) you will maintain and promptly update such information to keep it true, accurate, current, and complete. You may delete your Account at any time, for any reason in accordance with Section 10(d).

3.2 Eligibility

The Services are only available to end-users who can form legally binding contracts under applicable law or have a legal guardian who accepts these Terms on the minor end-user's behalf. By accessing or using the Services, you represent and warrant that you are not ineligible to receive the Services under the laws of the United States or any other applicable jurisdiction, including pursuant to Section 15 (Export Control) in these Terms.

3.3 User Information & Credentials

In the event you are asked to create an Account with ModernLoop, you will be asked to choose a username and password. You acknowledge and agree that you are exclusively responsible for the security and confidentiality of your login credentials and for all use of the Services and all related charges that may arise from such use of the Services in connection with your login credentials, with or without your knowledge. You agree that you will monitor your Account. You may not share your Account or password with anyone, and you agree to notify ModernLoop immediately of any actual or suspected unauthorized use of your Account, your password or any other breach of security as related to the Services, including on any hardware device which you may use to access the Services.

4. Intellectual Property Rights, Ownership and Grants

4.1 ModernLoop's Rights

The Services utilizes technology, capabilities and contain certain materials provided by us as well as our licensors, including but not limited to, all proprietary content, information, software, images, text, graphics, illustrations, logos, photographs, audio, video, and music. ModernLoop and its licensors reserve all ownership and Intellectual Property Rights to all parts of the Services. For the purposes of these Terms, "Intellectual Property Rights" means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, (iii) copyrights and copyrightable works (including computer programs), and rights in data and databases, and (iv) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Your use rights, as set out under Section 2 above, are subject to compliance with these Terms.

4.2 ModernLoop Grants You

Subject to the terms and conditions of these Terms, ModernLoop grants you a non-exclusive, non-transferable, and revocable right to access and use the Services solely for your own purposes. This right includes access to the features, functionalities, and documentation of the Services as set out on our website.

4.3 Rights You Grant Us

You hereby grant ModernLoop a worldwide, royalty-free, sublicensable license to host, store, cache, use, display, reproduce, modify, adapt, edit, publish, analyze, transmit, and distribute ("Handle") your Data for the purpose of providing you the Services. This license to Handle is solely for the purpose of us and our Providers providing you the Services. It does not grant ModernLoop the right to use or share your Confidential Information for any other purpose (except as necessary under law, or to make your Data available to Providers for any other Services related purpose, or for the improvement of the Services).

You agree that submission of any ideas, suggestions, documents, and/or proposals to ModernLoop ("Feedback") is at your own risk and that ModernLoop has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to ModernLoop a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback for any purpose.

4.4 Aggregate Stats

ModernLoop shall monitor your use of the Services, and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). Such Aggregated Statistics are wholly owned by ModernLoop with all rights reserved.

5. Aggregate Stats

ModernLoop shall monitor your use of the Services, and collect and compile data and information related to all such use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). Such Aggregated Statistics are wholly owned by ModernLoop with all rights reserved.

6. Communications

By entering into these Terms or using the Services, you agree to receive communications from us, including via third party applications, email, and/or push notifications. By providing your mobile phone number to us, you expressly consent to receive SMS communications from us related to the Services. Standard message and data rates may apply. You may opt out of receiving SMS messages at any time by replying "STOP" to any message you receive. You acknowledge and agree that this is the only reasonable method of opting out of SMS communications from us.

Communications from us and our affiliated companies may include, but are not limited to, the following: account verification, reminders, system alerts, notification in respect of your application to a job opening, operational communications concerning use of the Services, updates concerning new and existing features on the Services, and news concerning ModernLoop or a prospective employer.

You agree to provide accurate and up-to-date mobile phone contact information and to notify us immediately of any changes. You are solely responsible for ensuring that the mobile device and number associated with your account remain in your control and are secure. Misuse of SMS functionality, including unauthorized use of another individual's phone number or account, constitutes a breach of these Terms.

We cannot guarantee timely, accurate, or successful delivery of communication, including messages from or to us due to carrier limitations, device issues, or other technical disruptions outside of our control. We shall not be held liable for any loss, damage, or inconvenience resulting from delayed or undelivered messages, or from any reliance placed on SMS communications or our delay in any response to your message.

7. Term and Termination

7.1 Term

These Terms commence on the earlier of the date you first used the Services or the date when you accepted these Terms, and these Terms will remain in full force and effect while you use the Services, unless terminated earlier in accordance with this Section 7.

7.2 Termination by ModernLoop

If you have breached any provision of these Terms, if ModernLoop is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), or if it is commercially impracticable for ModernLoop to provide the Services, ModernLoop has the right to, immediately and without notice, suspend or terminate any of the Services provided to you. You agree that all terminations will be made at ModernLoop's sole discretion and that ModernLoop will not have any liability whatsoever to you or any third party for any suspension or termination.

7.3 Termination by You

Other than the clauses which survive any expiry or termination of these Terms, these Terms shall not apply to you upon the deletion of your Account. Any support inquiries should be directed to us via our support channels (see Section 20).

7.4 Effect of Termination

If the Services are terminated for any reason, your use rights in respect of the full features of the Services shall cease.

7.5 Survival

The following Sections shall survive any termination of your use right: This Section 7(e), Sections 4(a), 4(c)(ii), 8, 9, 10, 11, 13, 15, and 18.

8. Changes to Terms

These Terms are subject to occasional revision by ModernLoop. When changes are made, ModernLoop will make a new copy of these Terms of Service available on its website and on the Services. We will also update the date at the top of these Terms. If we make any substantial changes, and you have registered with us to create an Account, we will also send an email to you at the last e-mail address you provided to us to notify you. Any changes to these Terms will be effective immediately for new registered users of the Services and will be effective 30 days after posting notice of such changes on the website for existing registered end-users, provided that any material changes will be effective for end-users who have an Account with us upon the earlier of 30 days after posting notice of such changes on the Site or 30 days after dispatch of an e-mail notice of such changes to such users. ModernLoop may require you to provide consent to the updated Terms in a specified manner before further use of the Services. IF YOU DO NOT AGREE TO ANY CHANGES AFTER RECEIVING NOTICE OF SUCH CHANGE(S), YOU WILL STOP USING THE SERVICES. OTHERWISE, YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

9. Indemnity

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless ModernLoop, our affiliates, directors, officers, stockholders, employees, licensors, and agents ("ModernLoop Parties") from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys' fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; or (b) your breach of these Terms, any rights of another party or any applicable law or regulation. ModernLoop reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ModernLoop in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, these Terms and/or your access to the Services.

10. Disclaimer of Warranties and Conditions

You expressly understand and agree that, to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an "as is" and "as available" basis, with all faults. ModernLoop expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Except as explicitly provided hereunder, ModernLoop makes no warranty, representation, or condition with respect to the Services, including but not limited to, the quality, effectiveness, reputation, and other characteristics of the Services. ModernLoop makes no representation or warranty that the Services will be uninterrupted, error-free, or timely. The Services may be subject to delays, cancellations, and other disruptions.

You acknowledge and agree that ModernLoop does not:

• review, evaluate, or assess the content of interview questions you are provided during your use of the Service;
• provide guidance, recommendations, or advice regarding what interview questions a prospective employer should use;
• monitor your use of the Services to ensure the questions are understandable for you;
• change your answers to any questions posted to you; or
• assume any responsibility for the decisions of a prospective employer in their criteria for hiring an employee.

11. Limitation of Liability

11.1 Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL MODERNLOOP BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF OPPORTUNITY OR USE, IN EACH CASE WHETHER OR NOT MODERNLOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODERNLOOP WILL NOT BE LIABLE TO YOU BEYOND $100 USD. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION. SOME COUNTRIES, STATES, PROVINCES, OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS STATED IN THIS SECTION, SO THE TERMS HEREIN MAY NOT FULLY APPLY TO YOU.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof.

12.2 Arbitration

You and ModernLoop agree that any dispute, claim, or disagreement between you and ModernLoop arising out of or relating in any way to your access to or use of the Services will be resolved by binding arbitration, rather than in court, except that: (1) you and ModernLoop may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) ModernLoop may seek equitable relief in court for infringement or other misuse of Intellectual Property Rights.

12.3 Waiver of Jury Trial

YOU AND MODERNLOOP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and ModernLoop are instead electing that all disputes will be resolved by arbitration under these Terms, except as set out under Section 12(b) above.

12.4 Waiver of Class and Other Non-Individualized Relief

YOU AND MODERNLOOP AGREE THAT, EXCEPT AS SPECIFIED IN SECTION, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

12.5 Rules and Forum

These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision in these Terms with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Section 12 and any arbitration proceedings. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the AAA Commercial Arbitration Rules then in effect in the State of California, by one arbitrator alone and such arbitrator will have exclusive authority to resolve any dispute, including, without limitation, disputes arising out of or related to the interpretation or application of this Section 12, including the enforceability, revocability, scope, or validity of the arbitration requirement or any portion of this Section 12.

13. International Use

The Services can be accessed from countries around the world and may contain references to features and services that are not available in your country. ModernLoop makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

14. Severability, Waiver

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15. Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, 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. You also will not use the Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services, or technology provided by ModernLoop are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer ModernLoop products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.

16. Notice

All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be deemed given: (i) when delivered personally; (ii) one business day after deposit with a nationally recognized express courier, with written confirmation of receipt; (iii) three business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) when sent by email, on the date the email was sent if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. In the event that the last e-mail address you provided to ModernLoop is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, ModernLoop's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to ModernLoop at the following email address: legal@modernloop.io.

17. Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without ModernLoop's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. ModernLoop may assign these Terms and any other right or obligation to a party without any consent or notification requirement to you.

18. Force Majeure

ModernLoop will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.

19. Final Terms

These Terms and any item incorporated by reference herein make up the final, entire, and exclusive agreement between you and ModernLoop with respect to the subject matter hereof and supersede any prior agreements and discussions, both written and oral, with respect to such subject matter.

20. Contact Us

We welcome comments, questions, concerns, or suggestions. Please send us any inquiries at support@modernloop.io or find more information about us visiting https://www.modernloop.com/.