All the terms that you agree to when you sign up for a Loomio product.
Last updated: 2021-11-22
From everyone at Loomio, thank you for using our products! We build them to help you do your best work. There are thousands of people using Loomio products every day. Because we don't know every one of our customers personally, we have to put in place some Terms of Service to help keep the ship afloat.
When we say “Company”, “we”, “our”, or “us” in this document, we are referring to Loomio Limited.
When we say “Services”, we mean any product created and maintained by Loomio Limited, whether delivered within a web browser, desktop application, mobile application, or another format.
When we say “You” or “your”, we are referring to the people or organizations that own an account with one or more of our Services.
We may update these Terms of Service in the future. You can track all changes made since 2021 on GitHub. Typically these changes have been to clarify some of these terms by linking to an expanded related policy. Whenever we make a significant change to our policies, we will also announce them on our blog.
When you use our Services, now or in the future, you are agreeing to the latest Terms of Service. That's true for any of our existing and future products and all features that we add to our Services over time. There may be times where we do not exercise or enforce any right or provision of the Terms of Service; in doing so, we are not waiving that right or provision. These terms do contain a limitation of our liability.
If you violate any of the terms, we may terminate your account. That's a broad statement and it means you need to place a lot of trust in us. We do our best to deserve that trust by being open about who we are, how we work, and keeping an open door to your feedback.
- You are responsible for maintaining the security of your account and password. You must immediately notify Loomio of any unauthorized uses of your account, or any other breaches of security. Loomio cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You may not use the Services for any purpose outlined in our Use Restrictions policy. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws).
- You are responsible for all content posted and activity that occurs under your account. That includes content posted by others who either: (a) have access to your login credentials; or (b) have their own logins under your account.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- By selecting a subscription you agree to pay Loomio the annual or monthly subscription fees indicated for that service. When payments begin, they will be charged on a pre-pay basis and will cover the use of that service for the following subscription period as indicated.
- If you are upgrading your plan, either from a trial or an existing paid plan, we will charge your card immediately and your billing cycle starts on the day of upgrade.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Where required, we will collect those taxes on behalf of the taxing authority and remit those taxes to taxing authorities.
- Unless you notify Loomio before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Subscriptions can be canceled at any time via the billing portal or emailing email@example.com.
- When it comes to refunds, we treat our customers how we ourselves would like to be treated, and assess requests fairly. To process a refund, we must receive a request within 30 days of the date payment was made. Refunds are processed in the currency of the original transaction.
We want satisfied customers, not hostages. That’s why we make it easy for you to cancel your account directly.
- Our legal responsibility is to subscription owners, which means we cannot cancel an account at the request of anyone else. If for whatever reason you no longer know who the account owner is, contact us. We will gladly reach out to any current account owners we have on file.
- You are responsible for properly canceling your account. You can find instructions for how to cancel your account in our Subscription help page. An email or phone request to cancel your account is not automatically considered cancellation. If you need help canceling your account, you can always contact our Support team.
- When you cancel, your group data will remain available, however you will no longer be able to start new threads or invite members to the group. After 30 days all content will be deleted from our active systems and you will no longer be able to access the data. If you want to export any data before your account is cancelled, we‘ve provided instructions. Retrieving data for a group from a backup isn’t possible, so if you change your mind you’ll need to do it within the first 30 days. Data can’t be recovered once it has been permanently deleted.
- We won’t bill you again once you cancel. We don’t automatically prorate any unused time you may have left but if you haven’t used your account in months or just started a new billing cycle.
- We retain the right to suspend or terminate accounts for any reason at any time. In practice, this generally means we will cancel your account without notice if we have evidence that you are using our products to engage in abusive behavior.
- We have the right to suspend or terminate your account and refuse any and all current or future use of our Services for any reason at any time. Suspension means you and any other users on your account will not be able to access the account or any content in the account. Termination will furthermore result in the deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. We also reserve the right to refuse the use of the Services to anyone for any reason at any time. We have this clause because statistically speaking, out of the thousands of accounts on our Services, there is at least one doing something nefarious. There are some things we staunchly stand against and this clause is how we exercise that stance. For more details, see our Use Restrictions policy.
- Verbal, physical, written or other abuse (including threats of abuse or retribution) of Company employee or officer will result in immediate account termination.
- We make a promise to our customers to support our Services. That means when it comes to security, privacy, and customer support, we will continue to maintain any legacy Services. Sometimes it becomes technically impossible to continue a feature or we redesign a part of our Services because we think it could be better or we decide to close new signups of a product. We reserve the right at any time to modify or discontinue, temporarily or permanently, any part of our Services with or without notice.
- Sometimes we change the pricing structure for our products. When we do that, we tend to exempt existing customers from those changes. However, we may choose to change the prices for existing customers. If we do so, we will give at least 30 days notice and will notify you via the email address on record. We may also post a notice about changes on our websites or the affected Services themselves.
- Your use of the Services is at your sole risk. We provide these Services on an “as is” and “as available” basis. If you require a Service Level Agreement please contact us.
- We reserve the right to temporarily disable your account if your usage significantly exceeds the average usage of other customers of the Services. Of course, we'll reach out to the account owner before taking any action except in rare cases where the level of use may negatively impact the performance of the Service for other customers.
- We take many measures to protect and secure your data through backups, redundancies, and encryption. We enforce encryption for data transmission from the public Internet. There are some edge cases where we may send your data through our network unencrypted. Please refer to our Security Overview for full details and our Security Response page for how to report a security incident or threat.
- To help you with support requests you make. If you contact us with a support inquiry, we may need to access your account to help resolve a problem.
- On the rare occasions when an error occurs that stops an automated process partway through. We get automated alerts when such errors occur. When we can fix the issue and restart automated processing without looking at any personal data, we do. In rare cases, we have to look at a minimum amount of personal data to fix the issue. In these rare cases, we aim to fix the root cause as much as possible to avoid the errors from reoccurring.
- To safeguard Loomio. We'll look at logs and metadata as part of our work to ensure the security of your data and the Services as a whole. If necessary, we may also access accounts as part of an abuse report investigation.
- To the extent required by applicable law. As a New Zealand based company with data infrastructure located in the US, EU and NZ we only preserve or share customer data if compelled by a US government authority with a legally binding order or proper request under the Stored Communications Act. If a non-US authority approaches Loomio for assistance, our default stance is to refuse unless the order has been approved by the US government, which compels us to comply through procedures outlined in an established mutual legal assistance treaty or agreement mechanism. If Loomio is audited by a tax authority, we only share the bare minimum billing information needed to complete the audit.
- We use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. You can see a list of all subprocessors who handle personal data for Loomio.
- These Service Terms incorporate the Loomio Data Processing Addendum (“DPA”), when the General Data Protection regulation (“GDPR”) applies to your use of Loomio Services to process Customer Data as defined in the DPA. The DPA is effective as of November 22, 2021 and replaces and supersedes any previously agreed data processing addendum between you and the Company relating to the GDPR. If you prefer to have an executed copy of the Data Processing Addendum, contact us to request a signed DPA with your organization name, and name and email address of the person with authority to sign on behalf of your organization. Regardless of whether you execute or not, we protect and secure your data to the high standards set out in the addendum.
If you coordinate a group, comment in a discussion, post links in a discussion, or otherwise make (or allow any third party to make) material available through Loomio (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio or video file, or computer software.
By making Content available, you represent and warrant that:
- The downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- If your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- The Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- The Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
- Your group is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other groups and web sites, and similar unsolicited promotional methods;
- Your group is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your group’s name is not the name of a company other than your own;
- All content posted on the Services must comply with copyright law.
- We claim no intellectual property rights over the material you provide to the Services. All materials uploaded remain yours.
- We do not pre-screen content, but reserve the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service.
- The names, look, and feel of the Services are copyright© to the Company. All rights reserved. You must request permission to use the Company's logo or any Service logos for promotional purposes. Please contact us for requests to use logos. We reserve the right to rescind this permission if you violate these Terms of Service.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by the Company.
- You must not modify another website so as to falsely imply that it is associated with the Services or the Company.
We design our Services with care, based on our own experience and the experiences of customers who share their time and feedback. However, there is no such thing as a service that pleases everybody. We make no guarantees that our Services will meet your specific requirements or expectations.
We also test all of our features extensively before shipping them. As with any software, our Services inevitably have some bugs. We track the bugs reported to us and work through priority ones, especially any related to security or privacy. Not all reported bugs will get fixed and we don't guarantee completely error-free Services.
We offer Application Program Interfaces ("API"s) for some of our Services. Any use of the API, including through a third-party product that accesses the Services, is bound by the terms of this agreement plus the following specific terms:
- You expressly understand and agree that we are not liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.
- Third parties may not access and employ the API if the functionality is part of an application that remotely records, monitors, or reports a Service user's activity, both inside and outside the applications. The Company, in its sole discretion, will determine if an integration service violates this bylaw. A third party that has built and deployed an integration for the purpose of remote user surveillance will be required to remove that integration.
- Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of your account's access to the API. The Company, in its sole discretion, will determine abuse or excessive usage of the API. If we need to suspend your account's access, we will attempt to warn the account owner first. If your API usage could or has caused downtime, we may cut off access without prior notice.
Some third-party providers have created integrations between our Services and theirs. We are not liable or accountable for any of these third-party integrations.
This section is important as it outlines liability terms between us and both subscribers and invited users, so we urge you to read it closely and in full.
Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:
We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except as far as we’re at fault).
Exception: The indemnity clause does not apply to New Zealand Government agencies and departments.
The Company and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither the Company nor its suppliers and licensors, make any warranty that the Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you access, download from, or otherwise obtain content or services through, the Service at your own discretion and risk.
You represent and warrant that:
- Your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.
This section outlines how disputes may be resolved. Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team.
This Agreement constitutes the entire agreement between the Company and you concerning the subject matter hereof, and may only be modified by a written amendment signed by an authorized representative of the Company, or by the posting by the Company of a revised version. Any and all disputes arising of this agreement, termination, or our relationship with you shall be determined by binding arbitration under the Arbitration Act 1996 in Wellington, New Zealand, by one arbitrator who shall be a lawyer knowledgeable in relevant technology matters appointed by the President for the time being of the Arbitrators and Mediators Institute of New Zealand Incorporated (AMINZ) on a request by either you or Loomio. Notice must be given to apply for any interim measure in the arbitration proceeding.
- The arbitration proceeding will commence when a request is made to AMINZ to appoint an arbitrator.
- The arbitration shall be in English. The Arbitrator in his or her discretion may permit the parties and witnesses to appear by video-conference.
- The relationship we have with you under these terms is governed by New Zealand law. You and the Company submit to the exclusive jurisdiction of the New Zealand arbitral tribunals and courts (for the purposes of that arbitration) and the parties agree to enforcement of the arbitral award and orders in New Zealand and any other country.
- If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; the Company may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
The relationship we have with you under these terms is governed by New Zealand law.
If you have a question about any of the Terms of Service, please contact our Support team.
We reserve the right to modify these terms at any time and modified terms are in effect upon posting to this website. We will make every effort to inform you of these changes via email or through the Service. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. Loomio may also, in the future, offer new services and/or features including the release of new tools and resources. Such new features and/or services shall be subject to the terms and conditions of this Agreement.