Terms of Service

1. About Loopion

Loopion is a trading name of Shahforge Ltd, a company registered in England and Wales under company number 17332576.

Registered office:

Suite RA01
195–197 Wood Street
London
E17 3NU
United Kingdom

In these Terms:

• “Loopion”, “we”, “us” and “our” mean Shahforge Ltd;
• “Customer”, “you” and “your” mean the person or organisation entering into the Agreement;
• “Service” means the Loopion website, platform, applications, integrations and related services made available to the Customer;
• “Order” means the plan, billing period, usage allowance and other commercial terms accepted at checkout or agreed in an order form; and
• “Agreement” has the meaning given in Section 2.

Loopion is provided for business and professional use.

By accepting these Terms, you confirm that:

• You are at least 18 years old;
• You are using the Service for purposes connected with a trade, business, profession or organisation; and
• Where you act for an organisation, you have authority to bind that organisation.

Nothing in these Terms excludes any right or liability that cannot lawfully be excluded.

2. The Agreement

The Agreement between Loopion and the Customer consists of:

• These Terms;
• The applicable Order;
• The Data Processing Agreement, where applicable; and
• Any other document expressly stated to form part of the Agreement.

Data Processing Agreement

Where Loopion processes personal data on your behalf, the Data Processing Agreement forms part of these Terms and is incorporated into the Agreement.

The Privacy Policy and Cookie and Tracking Technologies Policy explain how Loopion handles personal data and tracking technologies.

The GDPR and Data Protection, Recording Transparency and Responsible AI pages provide supporting information and guidance. Unless expressly incorporated into the Agreement, those informational pages do not create contractual warranties beyond the obligations imposed by the Agreement or applicable law.

Where documents conflict, the following order of priority applies:

1. Any mandatory international-transfer instrument, for the relevant transfer;
2. The Data Processing Agreement, for Customer Personal Data;
3. The applicable Order, for the specific commercial terms stated in it;
4. These Terms; and
5. Any other document incorporated into the Agreement.

A higher-priority document takes precedence only to the extent of the relevant conflict.

You accept the Agreement by:

• Purchasing a subscription;
• Creating an account and agreeing to these Terms;
• Clicking an acceptance box or button;
• Signing or electronically accepting an Order; or
• Using the Service after being given access to these Terms.

3. The Service

Loopion provides meeting-accountability functionality that may include:

• Connections to supported meeting and calendar services;
• Processing authorised meeting content;
• Creating transcripts, summaries, decisions and action records;
• Identifying action owners and deadlines;
• Tracking and resurfacing outstanding commitments;
• Sending customer-configured reminders and recaps;
• Posting authorised information through enabled integrations;
• Meeting search and question-answering functionality; and
• Workspace administration and reporting features.

Features, integrations, functionality, limits, languages, retention settings and support arrangements may vary by plan.

Loopion is designed to support accountability and follow-through. It does not guarantee:

• That any individual will complete an action;
• That an action, deadline, owner or decision will be correctly identified;
• That every meeting will be captured;
• That every integration will remain available; or
• That the Customer will achieve any particular commercial, operational or financial outcome.

The Customer remains responsible for managing its meetings, personnel, actions, decisions and business processes.

4. Accounts and workspaces

The Customer must provide accurate account, organisation and billing information and keep that information current.

The Customer is responsible for:

• Maintaining the security and confidentiality of its accounts and authentication methods;
• All activity carried out through its accounts and workspaces;
• Appointing suitable workspace administrators;
• Managing users, permissions, integrations and sharing settings;
• Removing access when it is no longer authorised;
• Ensuring that connected third-party accounts are authorised;
• Promptly notifying Loopion of suspected unauthorised access; and
• Ensuring that its users comply with the Agreement.

Workspace administrators may be able to access, manage, correct, export, share or delete content and information within the workspace.

The Customer is responsible for informing its users about those administrative controls and ensuring that administrators exercise them lawfully.

Accounts and credentials must not be:

• Shared with unauthorised persons;
• Sold or transferred;
• Used to avoid plan or usage restrictions; or
• Used to provide access to unrelated organisations unless the applicable plan permits it.

5. Customer Content

“Customer Content” means information submitted, captured, transmitted, generated or stored through the Customer’s use of the Service, including:

• Meeting and participant information;
• Audio and captions;
• Transcripts and summaries;
• Decisions and actions;
• Action owners and deadlines;
• Questions and generated responses;
• Calendar and integration information; and
• Related workspace content and metadata.

As between the parties, the Customer retains its rights in Customer Content.

The Customer grants Loopion a non-exclusive, worldwide, royalty-free licence to host, copy, receive, transmit, process, analyse, structure, translate, display and otherwise use Customer Content only as reasonably necessary to:

• Provide, operate, secure, maintain and support the Service;
• Follow the Customer’s documented instructions;
• Deliver enabled integrations and notifications;
• Investigate faults and provide support;
• Prevent fraud, misuse and security incidents;
• Enforce the Agreement;
• Comply with applicable law; and
• Exercise Loopion’s rights under the Agreement.

This licence continues only for as long as reasonably necessary for those purposes and remains subject to applicable retention and deletion requirements.

The Customer confirms that it has:

• All rights and permissions necessary to provide Customer Content;
• Authority to instruct Loopion to process Customer Content;
• An appropriate lawful basis for the processing; and
• Complied with any applicable notice or consent requirements.

Subject to applicable law, the Customer may use outputs generated for it through the Service.

Loopion does not guarantee that an output:

• Is unique;
• Qualifies for intellectual-property protection;
• Is free from errors;
• Does not resemble content generated for another customer; or
• Does not incorporate information supplied in the Customer Content.

6. Meeting capture and participant transparency

The Customer is responsible for ensuring that every meeting processed through Loopion is captured and processed lawfully.

Before meeting capture begins, the Customer and its authorised users must:

• Provide participants with all notices required by applicable law;
• Explain that meeting information will be processed;
• Explain that transcripts, summaries, decisions, actions or other outputs may be created;
• Explain how those outputs may be accessed, posted or shared;
• Establish an appropriate lawful basis;
• Obtain consent where consent is legally required;
• Comply with applicable privacy, recording, employment, workplace-monitoring and confidentiality requirements;
• Follow relevant organisational policies;
• Consider the laws applying in relevant participant locations; and
• Avoid using Loopion where the processing would be unlawful.

Loopion’s appearance as a visible, named meeting participant supports transparency but does not replace the Customer’s legal obligations.

The Customer is responsible for dealing with participant concerns and requests relating to Customer Content, with Loopion providing assistance where required under the Data Processing Agreement.

7. Acceptable use

The Customer must not, and must not permit any other person to:

• Use the Service unlawfully or infringe another person’s rights;
• Capture or process a meeting without required notice, authority or consent;
• Submit malicious code or content designed to harm or disrupt systems;
• Obtain or attempt to obtain unauthorised access;
• Circumvent security, authentication, usage, access or billing controls;
• Interfere with the integrity, performance or operation of the Service;
• Use unauthorised automated means to scrape or extract data from the Service;
• Reverse-engineer, decompile, disassemble or attempt to discover source code, prompts, algorithms, models or non-public technical methods, except where applicable law prohibits that restriction;
• Conduct or publish penetration testing, vulnerability testing, performance testing or benchmarking without Loopion’s prior written approval;
• Use the Service or its outputs to develop, train or improve a competing meeting-transcription, meeting-intelligence or meeting-accountability product;
• Copy or reproduce non-public Service functionality for competitive purposes;
• Resell, sublicense or provide the Service as a bureau or managed service without written permission;
• Impersonate another person or misrepresent authority;
• Use the Service for harassment, discrimination, spam or unlawful surveillance;
• Use AI-generated output as the sole basis for a decision producing legal or similarly significant effects on an individual;
• Violate the terms of a connected third-party platform;
• Introduce content that infringes intellectual-property, privacy, confidentiality or other rights; or
• Use the Service in a way that creates an unreasonable legal, privacy, security or operational risk.

8. Restricted and regulated uses

Unless Loopion has expressly agreed otherwise in writing and any required additional agreement has been signed, the Customer must not intentionally use the Service:

• To create, receive, maintain or transmit protected health information subject to HIPAA;
• To collect or store complete payment-card information outside an approved payment provider;
• To process government-classified information;
• To process information subject to specialist defence or criminal-justice requirements;
• For processing requiring mandatory data localisation that Loopion does not support;
• As a safety-critical system whose failure could reasonably cause death or serious physical injury;
• For a prohibited or high-risk artificial-intelligence use under applicable law;
• To make final decisions about recruitment, dismissal, promotion, disciplinary action, credit, insurance, healthcare, legal rights or access to essential services without appropriate human review; or
• For processing that imposes sector-specific contractual, regulatory or security obligations beyond those expressly accepted by Loopion.

This restriction does not prohibit incidental discussion of sensitive or regulated subjects during an ordinary business meeting.

The Customer must contact Loopion before using the Service where its intended use may require:

• Additional regulatory commitments;
• A Business Associate Agreement;
• Additional data-location restrictions;
• Special security standards; or
• A separately negotiated contract.

9. Artificial-intelligence outputs

The Service uses artificial intelligence and other automated technologies.

Outputs may be inaccurate, incomplete, delayed, duplicated, omitted or misattributed.

Errors may affect:

• Transcripts;
• Speaker attribution;
• Summaries;
• Decisions;
• Actions and ownership;
• Dates and deadlines;
• Translations;
• Notifications;
• Search results; and
• Answers to questions.

The Customer must apply appropriate human review before relying on an output, particularly where it may affect:

• Employment;
• Legal rights;
• Finance;
• Health;
• Safety;
• Compliance;
• Customer commitments; or
• Another significant matter.

Outputs do not constitute legal, financial, medical, employment, tax, regulatory or other professional advice.

Loopion may perform customer-configured workflow functions, such as:

• Sending reminders;
• Posting meeting recaps;
• Resurfacing outstanding actions; and
• Delivering authorised notifications.

Those functions do not constitute Loopion making business decisions on behalf of the Customer.

The Customer remains responsible for:

• Verifying outputs;
• Correcting errors;
• Deciding whether and how an output is used;
• Communications sent using outputs; and
• Decisions or actions taken in reliance on outputs.

10. Third-party services and integrations

The Service may interact with third-party meeting, calendar, communications, authentication, payment and other services.

By enabling an integration, the Customer authorises Loopion to access, receive, transmit and post information through that integration as reasonably necessary to provide the requested functionality.

Third-party services are governed by their own terms, policies, configurations and availability.

The Customer is responsible for:

• Maintaining any required third-party account or licence;
• Granting appropriate permissions;
• Configuring the integration correctly;
• Ensuring continued authority to use the integration; and
• Complying with the third party’s terms.

Loopion does not control and is not responsible for:

• A third party’s acts or omissions;
• A third party’s content or processing;
• Changes to or withdrawal of third-party features or interfaces;
• Suspension or restriction imposed by a third party;
• Incorrect Customer configuration;
• Third-party security incidents outside Loopion’s reasonable control; or
• Outages or failures outside Loopion’s reasonable control.

Where a third-party change materially affects a feature, Loopion may modify, replace, suspend or discontinue the affected feature.

11. Plans and usage

The Customer’s plan, included usage, limits, billing period and other commercial terms are shown:

• At checkout;
• In the billing area;
• On the applicable pricing page; or
• In an Order.

Unless otherwise stated:

• Included allowances apply only to the relevant billing period;
• Unused included allowances do not roll over;
• Usage cannot be transferred between unrelated workspaces;
• Loopion may pause, restrict or decline additional processing after a limit is reached;
• Additional usage may require a top-up, add-on or plan change;
• Applicable meeting-duration limits apply;
• Applicable simultaneous-processing or concurrency limits apply; and
• Loopion’s usage records govern unless there is a clear and demonstrable error.

Any top-up, add-on, credit or additional allowance is subject to the terms displayed when it is purchased or activated.

Usage allowances, top-ups, credits and add-ons:

• Cannot be redeemed for cash;
• Cannot be transferred to an unrelated customer;
• Have no monetary value outside the Service; and
• May be withdrawn where obtained through fraud, error, abuse or an unauthorised payment.

12. Fees, taxes and payment

Subscription fees are charged in advance for the monthly or annual billing period selected by the Customer.

Subscriptions automatically renew for successive periods of the same length until cancelled in accordance with these Terms.

The Customer authorises Loopion and its payment provider to charge:

• Subscription fees;
• Approved top-ups and add-ons;
• Applicable taxes; and
• Other amounts clearly authorised through the Service.

Unless stated otherwise, prices exclude VAT, sales, use, withholding and similar taxes.

The Customer is responsible for all applicable taxes other than taxes based on Loopion’s net income.

The Customer must maintain:

• Accurate billing information;
• A valid payment method; and
• Sufficient authority and funds to complete authorised payments.

If payment fails or becomes overdue, Loopion may:

• Retry the payment;
• Request another payment method;
• Restrict paid functionality;
• Suspend meeting processing;
• Suspend the workspace; or
• Terminate the subscription after reasonable notice.

Suspension or termination does not remove the Customer’s obligation to pay amounts properly due.

The Customer must raise any genuine billing dispute promptly and continue paying all undisputed amounts.

Loopion may change prices by giving at least 30 days’ notice.

A price change will normally take effect at the Customer’s next renewal and will not apply retrospectively to a billing period already paid for.

13. Cancellation and refunds

The Customer may cancel its subscription through the available billing settings or another cancellation method made available by Loopion.

Cancellation prevents the next automatic renewal.

Unless stated otherwise:

• Paid access continues until the end of the current paid billing period;
• Cancellation does not provide an immediate refund;
• Included usage expires at the end of the relevant billing period; and
• The Customer remains responsible for charges incurred before cancellation.

Except under the first-subscription guarantee below or where required by law:

• Payments are non-refundable;
• No refund or credit is provided for a partially used billing period;
• No refund or credit is provided for unused included usage;
• Top-ups and add-ons are non-refundable; and
• Cancellation of an annual subscription does not create a prorated refund.

Fourteen-day money-back guarantee

The first paid Loopion subscription purchased directly by a Customer is eligible for a refund of the base subscription fee where:

• The request is submitted within 14 calendar days after the first subscription payment; and
• The Customer provides the information reasonably required to identify the account and payment.

The guarantee:

• Applies once per Customer and associated organisation;
• Does not apply to renewals;
• Does not apply to reactivations;
• Does not apply to top-ups, add-ons or usage charges;
• Does not cover amounts paid to another provider; and
• May be refused in cases of fraud or material abuse.

Refund requests must be sent to billing@loopion.ai or submitted through another refund method displayed in the billing area.

Nothing in this section affects any right that cannot lawfully be excluded.

14. Availability and changes to the Service

Loopion will provide the Service with reasonable skill and care.

Unless a separate Order expressly provides a service-level commitment, Loopion does not guarantee:

• Continuous or uninterrupted availability;
• A particular uptime percentage;
• Error-free operation;
• That every meeting will be captured;
• That every meeting will be processed successfully;
• Continued compatibility with every third-party service;
• Availability of every feature in every location or language;
• Preservation of every external integration;
• A particular support-response time; or
• A particular support-resolution time.

Loopion may maintain, update, modify, replace, suspend or withdraw features where reasonably necessary to:

• Protect, maintain or improve the Service;
• Comply with applicable law;
• Address misuse, fraud or security risks;
• Respond to third-party platform changes;
• Address technical limitations;
• Manage capacity and performance; or
• Maintain technical and commercial viability.

Loopion will not materially reduce the overall core functionality of a prepaid plan during its paid term without reasonable notice, unless the change is reasonably required urgently because of:

• Applicable law;
• A security or privacy risk;
• Misuse or fraud;
• A third-party platform or provider;
• A threat to the Service; or
• Circumstances outside Loopion’s reasonable control.

If Loopion permanently discontinues the entire paid Service for convenience before the end of a prepaid term, Loopion will refund the unused proportion of the base subscription fee.

Beta, trial, preview and experimental features:

• May be incomplete or contain errors;
• May be changed or withdrawn at any time;
• May not be supported; and
• Are provided without any service-level commitment.

15. Intellectual property

Loopion and its licensors retain all rights, title and interest in:

• The Service;
• Software and source code;
• Product designs and interfaces;
• Workflows and functionality;
• Documentation;
• Models, prompts and processes;
• Databases and data structures;
• Brands, logos and trademarks;
• Non-public technical and commercial information; and
• All related intellectual property.

Subject to payment and compliance with the Agreement, Loopion grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service for its internal business purposes during the subscription.

No right is granted except as expressly stated in the Agreement.

The Customer must not remove or alter any copyright, trademark, attribution or proprietary-rights notice included in the Service.

Where the Customer provides suggestions, ideas or feedback, it grants Loopion a perpetual, irrevocable, worldwide and royalty-free right to use that feedback without:

• Identifying the Customer;
• Disclosing Customer Confidential Information; or
• Owing compensation to the Customer.

16. Confidentiality

Each party may receive Confidential Information belonging to the other.

“Confidential Information” means non-public information that:

• Is identified as confidential; or
• A reasonable business person would understand to be confidential in the circumstances.

Confidential Information includes:

• Customer Content;
• Security information;
• Credentials and access information;
• Business and commercial information;
• Product plans;
• Pricing arrangements;
• Non-public Service information; and
• Technical information.

The receiving party must:

• Use Confidential Information only for the purposes of the Agreement;
• Protect it using at least reasonable care;
• Disclose it only to personnel, advisers or service providers who need it and are subject to appropriate confidentiality obligations; and
• Not disclose it to another person except as permitted by the Agreement.

Confidential Information does not include information that the receiving party can demonstrate:

• Is or becomes public without breach of the Agreement;
• Was lawfully known without restriction before disclosure;
• Was lawfully obtained from another source without confidentiality restrictions; or
• Was independently developed without using the disclosing party’s Confidential Information.

A party may disclose Confidential Information where required by law, court order or a competent authority, provided that, where legally permitted, it:

• Gives the other party reasonable prior notice;
• Limits the disclosure to what is required; and
• Takes reasonable steps to preserve confidentiality.

Loopion may disclose Customer Confidential Information to its personnel, professional advisers and service providers where reasonably necessary to provide, operate, secure or support the Service, subject to appropriate confidentiality obligations.

17. Privacy and data processing

The Privacy Policy explains how Loopion processes personal data for its own purposes.

Where Loopion processes Customer Personal Data on the Customer’s behalf:

• The Customer generally acts as controller, business or equivalent party;
• Loopion generally acts as processor, service provider, contractor or equivalent party; and
• The Data Processing Agreement applies.

The Customer authorises the subprocessors appointed in accordance with the Data Processing Agreement.

The Customer remains responsible for:

• Customer-specific privacy notices;
• Appropriate lawful bases;
• Required consent;
• Recording and monitoring requirements;
• Data-subject requests relating to Customer Content; and
• The lawfulness of its processing instructions.

18. Security responsibilities

Loopion will maintain appropriate technical and organisational measures as described in the Data Processing Agreement where it applies.

The Customer must:

• Protect its credentials and devices;
• Use supported authentication controls;
• Configure workspace permissions appropriately;
• Limit access to authorised users;
• Review administrator and integration permissions;
• Remove users when access is no longer required;
• Maintain appropriate exports or copies of information it cannot afford to lose; and
• Notify Loopion promptly of a suspected compromise or unauthorised access.

The Customer is responsible for losses caused by its failure to comply with these responsibilities to the extent that failure caused or contributed to the loss.

No internet-based service can guarantee absolute security.

19. Suspension

Loopion may suspend or restrict all or part of the Service where it reasonably believes that:

• The Customer has breached the Agreement;
• Fees are overdue;
• An account, workspace or integration has been compromised;
• Customer use creates a material privacy, security, legal or operational risk;
• Customer use infringes another person’s rights;
• A restricted or prohibited use is occurring;
• Suspension is required by law or a competent authority;
• A required third-party provider has suspended or withdrawn access;
• Customer activity threatens the integrity or availability of the Service; or
• Suspension is necessary to protect Loopion, customers, users, participants or the Service.

Where reasonably practicable, Loopion will:

• Notify the Customer;
• Explain the general reason for suspension; and
• Provide a reasonable opportunity to remedy the issue.

Loopion is not required to:

• Provide advance notice where doing so would create a risk;
• Disclose confidential security information;
• Continue affected processing while suspected unlawful or unsafe use is investigated; or
• Restore access until the relevant risk has been resolved.

Suspension does not remove the Customer’s obligation to pay amounts properly due.

20. Termination and Customer Content

The Customer may terminate the Agreement by cancelling its subscription.

Either party may terminate the Agreement where the other party:

• Materially breaches the Agreement and fails to remedy the breach within 14 days after receiving written notice; or
• Becomes insolvent, ceases trading or enters an equivalent insolvency process.

Loopion may terminate the Agreement immediately where:

• The Customer engages in unlawful or fraudulent activity;
• Continued provision creates a material legal, privacy or security risk;
• A breach cannot reasonably be remedied;
• The Customer repeatedly breaches the Agreement;
• The Customer seriously infringes another person’s rights;
• A required third-party service is permanently withdrawn; or
• Termination is required by law or a competent authority.

Following termination:

• The Customer’s right to use paid functionality ends at the applicable termination time;
• Outstanding fees remain payable;
• Customer Personal Data is handled under the Data Processing Agreement and the retention information provided in the Privacy Policy, workspace settings and the Service;
• The Customer must request any available export during the applicable retention period;
• Loopion is not required to retain Customer Content indefinitely;
• Loopion is not required to reconstruct information that has already been lawfully deleted; and
• Access to integrations, reminders, processing and other paid functionality may stop.

Provisions intended by their nature to continue after termination will survive, including provisions relating to:

• Payment;
• Intellectual property;
• Confidentiality;
• Data handling;
• Liability;
• Indemnity;
• Disputes; and
• General legal terms.

21. Warranties and disclaimers

Each party warrants that it has authority to enter into the Agreement.

The Customer warrants that:

• Its use of the Service is lawful;
• It has the necessary rights in Customer Content;
• Its instructions do not infringe another person’s rights;
• It provides legally required participant notices;
• It obtains consent where required;
• It maintains appropriate authority for connected integrations;
• It will apply suitable human review to AI outputs; and
• It will not use the Service for an unsupported restricted or regulated purpose.

Except as expressly stated in the Agreement and to the maximum extent permitted by law, all other warranties, representations and conditions are excluded, whether express, implied or statutory.

Loopion does not warrant:

• The accuracy, completeness or reliability of AI-generated output;
• The accuracy of speaker attribution;
• Completion of Customer actions;
• Particular savings, revenue, return on investment or performance improvements;
• That the Service will satisfy every Customer requirement;
• That the Service will be uninterrupted or error-free;
• That every fault will be corrected;
• That every third-party service will remain available;
• That Customer Content will never be lost; or
• That the Service is appropriate for a regulated use not expressly agreed by Loopion.

22. Liability

Nothing in the Agreement excludes or limits liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot lawfully be excluded or limited; or
• The Customer’s obligation to pay amounts properly due.

Subject to the paragraph above, neither party will be liable for:

• Indirect or consequential loss;
• Loss of profit;
• Loss of revenue;
• Loss of business;
• Loss of opportunity;
• Loss of anticipated savings;
• Loss of goodwill or reputation;
• Business interruption; or
• Any equivalent loss.

Subject to the first paragraph of this section, Loopion will not be liable to the extent that a loss results from:

• Customer Content or Customer instructions;
• Failure to provide required recording notices or obtain required consent;
• Customer configuration, permissions or access controls;
• Customer failure to secure its account or connected services;
• Reliance on unreviewed AI-generated output;
• A decision, action or communication made by the Customer;
• A third-party service or integration outside Loopion’s reasonable control;
• A change made by a meeting, calendar or communications platform;
• Customer failure to retain an appropriate export or copy;
• Use contrary to documentation or the Agreement;
• An unsupported regulated use;
• A lawful suspension or termination; or
• Circumstances beyond Loopion’s reasonable control.

Subject to the exclusions above, Loopion’s total aggregate liability arising out of or in connection with the Agreement—whether in contract, tort including negligence, misrepresentation, restitution, breach of statutory duty or otherwise—will not exceed the greater of:

• £100; or
• The subscription fees paid or payable by the Customer to Loopion during the 12 months immediately preceding the event giving rise to the claim.

The liability cap:

• Applies collectively to all claims arising from or relating to the Agreement;
• Includes claims arising under the Data Processing Agreement;
• Includes claims concerning subprocessors;
• Does not create a separate cap for each claim, incident, user or document; and
• Does not increase or create any regulatory liability.

Related acts, omissions, events or claims will be treated as a single event occurring when the first related event occurred.

Each party must take reasonable steps to avoid and reduce its losses.

23. Customer indemnity

The Customer will indemnify Shahforge Ltd and its officers, employees and contractors against third-party claims, losses, damages and reasonable legal costs arising from:

• Unlawful meeting capture or processing;
• Failure to provide required notice;
• Failure to obtain required consent;
• Customer Content infringing another person’s rights;
• A breach of Sections 5 to 8;
• An unsupported restricted or regulated use;
• Customer fraud or wilful misconduct;
• Customer configuration of an integration;
• Customer instructions that infringe applicable law; or
• The Customer’s material breach of applicable law.

The indemnity applies only to the extent that the claim was not caused by Loopion’s material breach of the Agreement.

Loopion must:

• Notify the Customer reasonably promptly after becoming aware of the claim;
• Provide reasonable cooperation at the Customer’s expense; and
• Allow the Customer to control the defence and settlement.

The Customer must not agree to a settlement that:

• Admits fault or liability on behalf of Loopion;
• Imposes an obligation on Loopion; or
• Restricts Loopion’s business,

without Loopion’s prior written consent.

Any regulatory fine or penalty is included only to the extent that it may lawfully be indemnified.

24. International availability

Loopion may be accessible from multiple countries.

Availability in a country does not mean that the Service:

• Has been designed for every local legal requirement;
• Supports every mandatory data-location requirement;
• Is approved for every regulated industry;
• Is suitable for every employment or monitoring use; or
• Is available in every language or location.

The Customer is responsible for ensuring that its use is lawful in the jurisdictions relevant to:

• Its organisation;
• Its users;
• Its meeting organisers;
• Its meeting participants; and
• Its Customer Content.

Loopion may:

• Restrict access in a country;
• Decline a proposed use;
• Disable an affected feature; or
• Require additional terms,

where reasonably necessary to comply with applicable law or manage a material legal or operational risk.

Nothing in this section removes an obligation imposed directly on Loopion by applicable law.

25. Export controls and sanctions

The Customer must comply with applicable sanctions, trade and export-control laws.

The Customer confirms that:

• It is not prohibited from receiving the Service;
• It is not acting on behalf of a prohibited person or organisation;
• It will not provide the Service to a prohibited person, entity, territory or use; and
• It will not use the Service in breach of applicable export controls or sanctions.

Loopion may refuse, restrict, suspend or terminate access where reasonably required to comply with those laws.

26. Force majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including:

• Internet or telecommunications failure;
• Cloud or third-party service outages;
• Changes imposed by meeting, calendar or communications platforms;
• Cyberattacks not caused by that party’s failure to use reasonable safeguards;
• Utility failure;
• Industrial disputes;
• Natural disasters;
• Epidemics or pandemics;
• War;
• Terrorism;
• Civil unrest;
• Government action; or
• Changes in applicable law.

The affected party must take reasonable steps to reduce the impact.

This section does not excuse:

• Payment obligations for Service already provided; or
• Obligations that could reasonably continue despite the relevant event.

27. Changes to these Terms and notices

Loopion may update these Terms where reasonably necessary to:

• Comply with changes in law;
• Address security, fraud or misuse;
• Reflect changes to the Service;
• Clarify existing provisions;
• Update payment or commercial arrangements;
• Respond to third-party platform requirements; or
• Protect legitimate business interests.

Material changes that adversely affect an active Customer will ordinarily take effect at the Customer’s next renewal.

Loopion may implement a change earlier where reasonably required by:

• Applicable law;
• Security or privacy requirements;
• Fraud or misuse prevention;
• A competent authority;
• A third-party platform or provider; or
• A material risk to Loopion, customers or the Service.

Where an earlier change materially reduces the Customer’s contractual rights or the overall core functionality of its prepaid plan, the Customer may terminate the affected subscription and request a prorated refund of the unused base subscription fee.

No prorated refund is required where the change results from:

• The Customer’s breach;
• Unlawful or unsafe Customer use;
• A third-party service outside Loopion’s reasonable control;
• A security risk caused by the Customer; or
• A matter for which Loopion is not responsible under the Agreement.

Loopion will provide at least 30 days’ notice of a material adverse change where reasonably practicable.

If the Customer does not accept a material change, it must stop using the affected Service and cancel before the change takes effect.

Continued use after the effective date constitutes acceptance of the updated Terms.

Loopion may send notices to:

• The Customer’s account email;
• A workspace administrator;
• The Service interface; or
• Another electronic contact provided by the Customer.

The Customer must keep its contact information current.

Legal notices to Loopion must be sent to legal@loopion.ai.

Privacy-related notices must be sent to privacy@loopion.ai.

An email notice is treated as received on delivery unless the sender receives a failure or non-delivery notification.

28. Assignment and general provisions

The Customer may not assign, transfer or novate the Agreement without Loopion’s prior written consent.

Loopion may assign, transfer or novate the Agreement:

• To an affiliate;
• In connection with financing;
• In connection with a merger or restructuring;
• In connection with a sale of all or substantially all of its business or assets; or
• Where reasonably necessary for continued provision of the Service.

Any assignment involving personal data remains subject to applicable data-protection law.

The parties are independent contractors.

The Agreement does not create:

• An employment relationship;
• An agency;
• A partnership;
• A franchise;
• A fiduciary relationship; or
• A joint venture.

Failure or delay in enforcing a provision does not waive that provision or any other right.

If a provision is unlawful or unenforceable, it will be:

• Modified to the minimum extent necessary to make it enforceable; or
• Removed where modification is not possible.

The remaining provisions will continue in effect.

The Agreement constitutes the entire agreement concerning the Service and replaces previous discussions, proposals, statements and communications about the same subject.

To the extent permitted by law, each party acknowledges that it has not relied on any statement, representation, assurance or warranty that is not expressly set out in the Agreement.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

No person other than the parties has a right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999, except where:

• Applicable law provides otherwise; or
• A mandatory international-transfer instrument grants such a right.

Headings are for convenience and do not affect interpretation.

Words such as “including” and “includes” do not limit the words that precede them.

The English-language version controls. Any translation is provided for convenience only.

29. Governing law and disputes

The Agreement and any non-contractual dispute arising from or relating to it are governed by the laws of England and Wales.

Before beginning legal proceedings, each party should:

• Provide written notice explaining the dispute; and
• Allow at least 30 days for good-faith efforts to resolve it.

The 30-day discussion period does not prevent either party from seeking:

• Urgent injunctive relief;
• Protection of confidential information;
• Protection of intellectual property;
• Recovery of an undisputed debt; or
• Another urgent remedy.

The courts of England and Wales have exclusive jurisdiction over disputes arising from or relating to the Agreement, except where mandatory law requires otherwise.

30. Contact

Shahforge Ltd trading as Loopion

Suite RA01
195–197 Wood Street
London
E17 3NU
United Kingdom

Legal: legal@loopion.ai

Privacy: privacy@loopion.ai

Billing: billing@loopion.ai