SaaS agreement US

SaaS agreement US

Last updated: 02 May2018

This SOFTWARE AS A SERVICE AGREEMENT (this “Agreement”) is entered into on the day of creation of an account with Vendor (the “Effective Date”) by and between Idloom, Inc., a Delaware corporation, whose office address is located at Suite 900 601 13th Street, NW, Washington DC, US 20005, United States (“Vendor”) and the entity using the System (as defined below)  (“Customer”). Customer’s use of and Vendor’s provision of Vendor’s System (as defined below) are governed by this Agreement.

CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND, BY USING THE SYSTEM, AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON APPROVING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO.

1. Definitions

The following capitalized terms will have the following meanings whenever used in this Agreement.

1. “AUP” means Vendor’s acceptable use policy as set forth in Article 5.
2. “Customer Data” means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer’s Users.
3. “Documentation” means any operating manuals, user instructions, online help material, technical literature and other related materials of Vendor as may be supplied to the Customer (from time to time) to assist the Client in its use of the System.
4. “Order” means an order for access to the System.  
5. “Privacy Policy” means Vendor’s privacy policy, attached to this Agreement as Exhibit A.
6. “System” means any systems used by Vendor in the provision of services under this Agreement, including those systems used to store, process or transmit any data or information whether held electronically, on paper or in any other form.
7. “Term” is defined in Section 11.1 below.
8. “User” means any individual who uses the System on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

2. The system

1. Use of the System. During the Term, Customer may access and use the System pursuant to the terms of any outstanding Order, including such features and functions as the Order requires.
2. Service Levels. Vendor shall provide the remedies maintained by the Vendor, if any, for any failure of the System (“System Remedies”). Such System Remedies are Customer’s sole remedy for any failure of the System, and Customer recognizes and agrees that if the Vendor does not maintain a remedy for a given failure, it has no remedy. Credits issued pursuant to the System Remedies apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. Vendor is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.
3. Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the System.
4. System Revisions. Vendor may revise System features and functions or the System Remedies at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may terminate this Agreement in accordance with Section 11.1. 

3. System fees 

1. Subscription Fee. Customer shall pay Vendor the fee set forth in each Order (the “Subscription Fee”) for each Term. Vendor will not be required to refund the Subscription Fee under any circumstances. 
2. Taxes. The Subscription Fee is exclusive of value added tax (VAT) or other tax and Customer agrees to pay, as an additional cost, such VAT or other tax.  
3. Invoices/Payment. The Subscription Fee will be invoiced in advance on a monthly basis. Customer shall pay the invoices net thirty (30) days from the date of issuance of the invoice. In the event that payment is not received when due, interest shall be due at the rate of one and one-half percent (1.5%), or the maximum permitted by law if less than one and one-half percent (1.5%), on the unpaid portion of the invoice sum for each period of thirty (30) days or part thereof from the due date. In case of late payment, Vendor may suspend or permanently terminate Customer’s access to the System without advanced notice, in addition to such other remedies as Vendor may have including, but not limited to, termination of this Agreement.

4. Customer data & privacy

1. Use of Customer Data. Unless it receives Customer’s prior written consent, Vendor: (a) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation Vendor’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Vendor may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Vendor shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
2. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Vendor’s staff.
3. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Vendor offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
4. Data Accuracy. Vendor will have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users.
5. Data Deletion. Vendor may, without any responsibility or liability to the Customer, permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for thirty (30) days or more.
6. Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to Vendor’s computers or other media, any data (“Excluded Data”) violative of local, state and federal laws concerning the use of information, data, privacy, and personally identifiable information (the "Excluded Data Laws"). CUSTOMER RECOGNIZES AND AGREES THAT: (a) VENDOR HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) VENDOR’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
7. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 4, Vendor may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. “Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.

5. Customer's responsibilities & restrictions

1. Acceptable Use. Customer shall comply with the AUP as set forth in this Article 5. Customer shall not: (a) allow third parties to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Vendor may suspend or permanently terminate Customer’s access to the System without advanced notice, in addition to such other remedies as Vendor may have including, but not limited to, termination of this Agreement. Neither this Agreement nor the AUP requires that Vendor take any action against Customer or any User or other third party for violating the AUP, this Section 5.1, or this Agreement, but Vendor is free to take any such action it sees fit.
2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Vendor immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.
3. Compliance with Laws. In its use of the System, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
4. Users & System Access. Customer is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer’s account, whether authorized or unauthorized.

6. Intellectual property & feedback

1. Intellectual Property Rights to the System. Vendor retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright and other laws.
2. Feedback. Vendor has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Vendor, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Vendor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. Notwithstanding the provisions of Article 7 below, Feedback will not be considered Confidential Information. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Vendor’s products or services.

7. Confidential information 

The parties acknowledge that each party will or may have access to Confidential Information of a special and unique nature and value to the other party and its clients.  “Confidential Information” means, by way of illustration and not limitation, all information (whether or not patentable and whether or not copyrightable) owned, possessed or used by a party (the “Disclosing Party”) which is denoted confidential, which the other party (the “Receiving Party”) is informed is confidential (either orally or in writing) or which the nature of, or the circumstances surrounding the disclosure, development, treatment by the Disclosing Party, or receipt, reasonably suggest ought to be treated as confidential.  Confidential Information does not include information that: (i) is in the Receiving Party’s possession at the time of disclosure; (ii) is independently developed by the Receiving Party without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of the Receiving Party’s improper action or inaction; or (iv) is approved for release in writing by the Disclosing Party. 

1. Nondisclosure. The Receiving Party shall not use Confidential Information for any purpose other than for use of the System in accordance with this Agreement and for fulfilling its obligations under this Agreement (the “Purpose”). The Receiving Party: (a) shall not disclose Confidential Information to any employee or contractor of the Receiving Party unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with the Receiving Party with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without the Disclosing Party’s prior written consent. Without limiting the generality of the foregoing, the Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any misuse or misappropriation of Confidential Information that comes to the Receiving Party’s attention. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.
2. Injunction. The Receiving Party agrees that breach of this Article 7 would cause the Disclosing Party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the Disclosing Party will be entitled to seek injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
3. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate five (5) years after the date of termination of this Agreement or Customer’s use of the System; provided that such obligations related to Confidential Information constituting the Disclosing Party’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, the Receiving Party shall return all copies of Confidential Information to the Disclosing Party or certify, in writing, the destruction thereof.
4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. The Disclosing Party will retain all rights, titles, and interest in and to all its Confidential Information.

8. Representations & warranties

1. From Vendor. Vendor represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party; provided, however, Vendor’s representations and warranties do not apply to use of the System in combination with hardware or software not provided by Vendor. In the event of a breach of the warranty in this Section 8.1, Vendor, at its own expense, shall promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it non-infringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Vendor’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
3. Warranty Disclaimers. Except to the extent set forth in the System Remedies and in Section 8.1 above, CUSTOMER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR VIRUSES OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE. 

9. Indemnification

Customer shall defend, indemnify, and hold harmless Vendor and the Vendor Parties (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer’s employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data, which, for purposes of clarity, include, but is not limited to, credit card or other financial information of Customer’s own customers; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates any law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Vendor’s negligence. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Vendor will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. The “Vendor Parties” are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.

10. Limitation of liability

1. Dollar Cap. VENDOR’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED the Subscription Fee amounts paid by Customer during the twelve (12) months immediately preceding the occurrence of the event giving rise to Vendor’s liability.
2. Exclusion of Consequential Damages. IN NO EVENT WILL VENDOR BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 10, Vendor’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Vendor’s liability limits and other rights set forth in this Article 10 apply likewise to Vendor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

11. Term & termination

1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue on a month-to-month (or any other duration as agreed by the parties in writing) basis unless earlier terminated by Vendor or Customer with no less than fifteen (15) days advance written notice before the end of any month. 
2. Termination for Cause. Notwithstanding Section 11.1, Vendor may terminate this Agreement, effective immediately, upon: (i) Customer’s material breach of this Agreement; (ii) the institution of any insolvency, bankruptcy or similar proceeding by or against the Customer; (iii) an assignment for the benefit of creditors by Customer; (iv) the appointment of a receiver over assets, an attachment of assets lasting more than thirty (30) days against Customer; or, (v) the Customer ceases to conduct its business operations in the ordinary course of business.
3. Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Subscription Fees, or other fees, incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

12. Miscellaneous

1. Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
2. Notices. Vendor may send notices pursuant to this Agreement to Customer’s email contact provided by Customer, and such notices will be deemed received upon sending. Customer may send notices pursuant to this Agreement to (which such notices deemed received 72 hours after they are sent): 

         Vendor:        
                             idloom, Inc.
                             2001 L Street N.W., Suite 500
                             Washington DC, US 20036, United States
                             Email: privacy@idloom.com     

        With Copy to:    
                            Thomas H. Thorelli
                            Thorelli & Associates, P.C.
                            70 West Madison St.
                            Suite 5750
                            Chicago, Illinois 60602
                            lawfirm@thorelli.com 

3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of god or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Vendor’s express written consent. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
6. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
7. Choice of Law & Jurisdiction: This Agreement, and all claims arising out of or related to this Agreement, will be governed solely by the internal laws of the State of Delaware, without reference to any conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties consent to the personal and exclusive jurisdiction of the federal and state courts located in Delaware. The parties hereby waive any right that they might have otherwise had, but for this Section 12.7, to file any motion to dismiss for lack of personal jurisdiction or for forum non-conveniens with respect to the jurisdiction of such courts.
8. Conflicts. In the event of any conflict between this Agreement and any Vendor policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
9. Construction. This Agreement will not be construed in favor of or against either party by reason of authorship.
10. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
11. Amendment. Vendor may amend this Agreement from time to time by posting an amended version at its Website and Customer will be deemed to have actual notice of such amendment at the time of posting. Such amendment will be deemed accepted and become effective on the date it is posted. Customer’s continued use of the System following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 12.11, Vendor may revise the Privacy Policy and AUP at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.

Exhibit A

1. Privacy policy

Our U.S. Privacy Policy has an effective date of April 30, 2018.
This U.S. Privacy Policy (“Privacy Policy”) describes Idloom’ practices regarding the collection, use and disclosure of information collected by Idloom, Inc. (“Idloom”) through its web site, www.idloom.com, and other online services that post or include a link to this Privacy Policy (collectively, the “Platform”). Please review this Privacy Policy carefully. 

2. Changes to the privacy policy

Idloom reserves the right to change this Privacy Policy at any time without prior notice. Changes are made by posting the modified Privacy Policy on the Platform. We may also provide notice to you in other ways in our discretion, such as through contact information you have provided. Any changes will be effective immediately upon the posting of the revised Privacy Policy unless otherwise specified and your continued use of the any of the Platform after the effective date of the revised Privacy Policy will constitute your consent to those changes. However, Idloom will not make material changes to how it treats previously collected Personal Information (as defined below) about you without providing notice and giving you the chance to consent (opt-in or opt-out).  Note, however, that you may need to consent to our new policies in order to continue to use the Platform and our services.

3. The information we collect and how we use it

Information You Provide Us

We may ask you to provide personally identifiable information, which is information that identifies you as a specific identified individual, such as your name, date of birth, phone number, delivery address, credit card information, and/or e-mail address (collectively, “Personal Information”), and other information about you, such as payment information, demographic information (for example, your gender, age or similar information). Certain features may also collect information about your preferences and interests. If we combine demographic, preference-related or similar information with the Personal Information we collect, we will treat that combined information as Personal Information under this Privacy Policy.

Information We Collect Automatically

We may use a variety of technologies that automatically or passively collect certain information whenever you visit the Platform or otherwise interact with us or our content (“Usage Information”). Usage Information may include the hardware model, browser, and operating system you are using, the URL or link that referred you to the Platform you are visiting, your time zone, location information, and mobile network (if applicable), among other information. In addition, we automatically collect your IP address or other unique identifier (“Device Identifier”) for any computer, mobile phone or other device you use to access our Platforms. In some cases, we may directly collect location information through your device. You may be able to turn off the collection of location information through the settings on your device. 

The methods that may be used to collect Usage Information include the following:

Cookies and Local Storage  

Cookies and local storage are data files placed within a browser on a device when it is used to visit the Platform. Certain web browsers and browser add-ons may provide additional local data storage mechanisms. Cookies and local storage can be used for a variety of purposes, including to store a unique identifier for your device that recognizes your device as you visit the Platform or other web sites or online services and to remember your preferences. Most browsers provide you with the ability to disable or decline cookies and local storage.  You will need to check your browser’s settings for further information. 

The Idloom website uses search advertising and remarketing. The remarketing is implemented via Google AdWords, which is also the system used for the online advertisements. Third parties, including Google, publish adverts for Idloom on various websites. Idloom and third parties, including Google, use first-party cookies (such as Google AdWords cookies), along with third-party cookies (such as Double Click cookies) for purposes of information and optimization, and in order to offer advertisements based on previous visits to the Idloom website. Visitors are free to unsubscribe from Google AdWords, which is used for the search advertising. They can also modify their Google Search Network Advertising preferences using Ads Performance Manager.

Web Beacons

Small graphic images or other web programming code called web beacons (also known as “1x1 GIFs” or “clear GIFs”), may be included in our web pages and e-mail messages.  Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to the Platform, to monitor how users navigate the Platform, to count how many e-mails that were sent were actually opened or to count how many particular videos or links were actually viewed.  In addition, we may use these and a variety of other technologies that collect Usage Information and similar information for security and fraud detection purposes and to enforce our intellectual property rights.

Information Third Parties Provide About You and Social Media Interactions

We may receive information about you from third parties, including business partners and data providers. You may also have the opportunity to interact with a third-party application or feature available through the Platform, such as features that allow you to log-in through, access, or otherwise connect your account on a third-party service (e.g., Instagram, Facebook and Twitter). If you choose to utilize such a third-party service, we will receive information about you from that third-party service (which may include Personal Information) and they may receive information about your use of the Platform.  Through these features, third parties may collect your IP address or other Device Identifier, which page you are visiting on the Platform, and may set cookies to enable the third party feature to function properly. If you choose to post information to a third party platform, that information may be public.  
We may combine the information we receive from those other sources with information we collect through the Platform. In those cases, we will apply this Privacy Policy to the combined information. The information collected and stored by the third party is subject solely to the third party’s privacy practices.

4. Our use of information collected through the platform

We may use information collected through the Platform, including Usage Information and Personal Information, to: (1) allow you to participate in features we offer or to provide related customer service; (2) recognize you across the Platform and across devices; (3) tailor content recommendations and offers we display to you, both on the Platform and elsewhere online; (4) process a sale, purchase, or other transaction; (5) provide you with information, products, or services that you have requested or that we think may interest you; (6) investigate and prevent fraudulent transactions and other illegal activities or activities that violate our policies; (7) process your registration, including verifying your information is active and valid; (8) improve the Platform or our services and for internal business purposes; (9) contact you with regard to your use of the Platform or any of our services and, in our discretion, changes to the Platform policies; and (10) for purposes disclosed at the time you provide your Personal Information or otherwise with your consent.  We may also use and share non-personal information in our discretion and we may use non-personal information, including information that has been de-identified, to make inferences about you and offers and content you may be interested in, to serve you with relevant advertising, and to allow others to do so.

5. Children

The Platform is not intended for use by anyone younger than the age of 13. Idloom does not knowingly collect Personal Information from children younger than age 13. If we learn that we have inadvertently collected Personal Information from a user who is younger than age 13, we will delete the information from our active databases.

6. Disclosure of information to third parties

Except as set forth below, we do not share Personal Information. 

Administrative and Legal

We may transfer and disclose user information, including Personal Information, to third parties: (i) in the event we are required to respond to subpoenas or other legal process or if in our opinion such disclosure is required by law; (ii) at the request of governmental authorities conducting an investigation; or (iii) to protect and/or defend this Agreement, or other policies applicable to the Platform or our services or to protect the personal safety, rights, property or security of Idloom, our customers, or a third party. We may also use Device Identifiers, including IP addresses, to identify users, and may do so in cooperation with copyright owners, Internet service providers, wireless service providers or law enforcement agencies in our discretion.

Business Transfers

We reserve the right to disclose and transfer all information related to the Platform, including Personal Information: (i) to a subsequent owner, co-owner or operator of the Platform or applicable database; or (ii) in connection with a corporate merger, consolidation, restructuring, bankruptcy, the sale of certain of Idloom’ ownership interests, assets, or both, or other company change, including, without limitation, during the course of any due diligence process.

7. Third party advertising and analytics companies

Idloom may work with network advertisers, ad agencies and other advertising partners from time to time.  We may also use analytics providers and consultants to provide us with information regarding the use of the Platform and the effectiveness of our advertisements from time to time. These third parties may set and access their own tracking technologies on your device (including cookies and web beacons), and they may otherwise collect or have access to information about you, including Usage Information. Some of these parties may collect Personal Information over time when you visit the Platform or other online websites and services. We may share non-personal information, including information that has been de-identified, Usage Information, and location information, with third party advertising companies, analytics providers, consultants and other third parties.

8. Third party content, sites & devices

The Platform may contain content that is served by someone else or links to third-party content or web sites that we do not control. The third-party operators and content providers may send their own cookies to your device, they may independently collect data or solicit Personal Information, and may or may not have their own published privacy policies. Idloom is not responsible for the privacy practices employed by any third party.

9. California privacy rights

California Civil Code Section 1798.83 permits residents of California to request certain details about how their Personal Information has been shared during the calendar year with third parties for those third-parties’ own direct marketing purposes, unless the business permits California residents to opt in to, or opt out of, this type of sharing. We will not share Personal Information about you with third parties for their own direct marketing purposes.

10. Security

Idloom takes commercially reasonable steps to protect and secure Personal Information. However, no data transmission over the Internet, by wireless transmission or any electronic storage of information can be guaranteed to be 100% secure.  Please note that we cannot ensure or warrant the security of any information we collect, and you use of the Platform and our services and provide us with your information at your own risk. 

11. Consent to transfer

By accessing or using the Platform or providing us with any information, you consent to the transfer, processing and storage of your information in Belgium and other countries, and jurisdictions in which the privacy laws may or may not be as comprehensive as those in the country where you reside and/or are a citizen.

12. Changing your information

You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information provided as part of registration. 

13. Marketing emails

You may opt out of receiving e-mails by following the opt-out instructions provided to you in those e-mails.

14. Questions

If you have any questions about our Privacy Policy, please send your request by email to privacy@idloom.com. You must put the statement “Privacy Policy” in the subject field of your email. You must include your name, street address, city, state, and ZIP code. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.

information.

Legal information

For idloom websites:

• Website terms of use
• Privacy notice

For idloom services:

• Service terms of use
• Data Processing Agreement (DPA)

For US customers and users:

• SAAS agreement for US