These Terms of Use (the “Agreement”) sets forth the terms and conditions that apply to your access and use of the LLOOP App, as well as accessing the functionality of the LLOOP App through a web-based service (collectively “Services”) as owned and operated by The Miles Group ("TMG"), its subsidiaries and/or affiliates (collectively "TMG").

IMPORTANT-READ THESE TERMS CAREFULLY BEFORE DOWNLOADING AND/OR INSTALLING THE LLOOP APP OR USING THE LLOOP SERVICES. BY DOWNLOADING OR USING THIS PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS USER AGREEMENT, THAT YOU UNDERSTAND IT, ARE OF A LEGAL AGE TO FORM A BINDING AGREEMENT, HAVE THE CAPACITY TO BE BOUND BY THE AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING AND/OR INSTALLING THE PRODUCT.

1. Grant Of License For Registered Users

TMG ("Licensor") grants you a non-exclusive license to use the program with which this license is distributed (the "Software"), including any documentation files accompanying the Software ("Documentation"), provided that (i) the Software may NOT be modified; (ii) all copyright notices are maintained on the Software; and (iii) you agree to be bound by the terms of this User Agreement.

2. Your Obligations

To use the Services, you agree that you are at least 14 years old. However, if law requires that you must be older in order for Licensor to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age.

You agree that we may provide notices to you by notice on the Service, or an email sent to an address you provided during registration. You agree to keep your contact information up to date.

Licensor can remove any content or information from the Service at Licensor’s sole discretion with or without notice to you.

3. Your Rights

The Services are designed, among other things, to allow you to collect and store written notes, perspectives, opinions, communications or other information (collectively “Feedback”) on or related to persons or matters you identify in the Services. You own the content and information that you submit or post to the Services. Each individual Feedback you record in the Services is confidential and, except as may be required by law or a court of competent jurisdiction, shall never be disclosed or shared by Licensor with any third party. Without disclosing any specific Feedback or personal identifying information, Licensor may use information and data collected in the Services to prepare aggregate reports across users. If prepared, such reports would be organized by the company you identify in the services (your “Company”) and would only be made available to duly authorized representatives of your Company and to no other parties.

You agree that we may access, store and use any other information that you provide in accordance with the terms of the Privacy Policy.

You agree to only provide content or information that does not violate the law or any third party’s rights, including, but not limited to, violating any intellectual property rights, such as copyright, patent, trademark, or trade secrets or breaching a contract. You also agree that your profile information will be truthful. Licensor may be required by law to remove certain information or content in certain countries.

4. Restrictions

This User Agreement is your proof of license to exercise the rights granted herein and must be retained by you. You must protect the Software and Documentation consistent with Licensor's rights therein, including informing persons who are permitted access thereto in order to satisfy your obligations hereunder and maintain the confidentiality of the Software and Documentation. You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. You may not transmit the Software over any network or between any devices, although you may use the Software to make such transmissions of other materials. You may transfer the Software to other computers you own as long as you only use it on one computer at a time.

5. Your Registration and Profile Information

You are required to register an account in order to use the Services. This includes personal information, such as a name, and other identifying information, including birthdate. You will be required to select a user name and a password and agree it is your responsibility to select a password that is strong and take precautions to keep the password secret. You agree that this registration and profile information is subject to the Privacy Policy.

You agree and understand that by providing us with your e-mail address, you consent to receive all required notices and information via email for the term of this Agreement. Electronic communications may be posted on the Services and/or delivered to your e-mail address that we have on file for you. It is your responsibility to promptly update us with your complete, accurate contact information, or change your information, including email address, as appropriate.

6. Your Use of the Services

Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Services for lawful purposes. Accurate records enable Licensor to provide the Services to you. In order for the Services to function effectively, you must also keep your Registration and Profile Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services will be affected. You represent that you are a legal owner of, and that you are authorized to provide us with, all Registration and Profile Information and other information necessary to facilitate your use of the Services.

7. Disclaimer of Representations and Warranties

THE LLOOP APP IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LLOOP APP WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE LLOOP APP IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. LICENSOR IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE LLOOP APP. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES.

8. Limitation Of Liability

IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Your Indemnification of Licensor

You shall defend, indemnify and hold harmless Licensor and its officers, directors, shareholders, and employees, from and against all claims, suits, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, that arise out of or relate, including but not limited to attorneys’ fees, in whole or in part arising out of or attributable to any breach of this Agreement or any activity by you in relation to your use of the LLOOP Services.

10. Export Restrictions

This User Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the software or information about such software which may be imposed from time to time by the government of the United States of America. You shall not export the software, documentation, or information about the software and documentation without consent of Licensor and compliance with such laws, regulations, orders, or other restrictions.

11. Termination

This User Agreement is effective until terminated. You may terminate this User Agreement at any time by terminating or cancelling your account and deleting the Software. Licensor may terminate this User Agreement if Licensor finds that you have violated the terms of this User Agreement. Upon notification of termination, you agree to destroy or return to Licensor all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this User Agreement.

12. Modifications

Licensor reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, all or portions of the Service with or without notice. Licensor reserves the right to change the Services in its sole discretion and from time to time. If you do not agree to the changes, you may stop using the Services. Your use of the Services, after you are notified of any change(s) will constitute your agreement to such change(s). You agree that Licensor shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Services.

Licensor may modify this Agreement from time to time. Any and all changes to this Agreement may be provided to you by electronic means (i.e., via email or by posting the information on the Services). The Agreement will also indicate the date it was last revised. You accept and agree to be bound by any changes to the Agreement when you use or continue to use the Services after any changes are posted.

13. Ownership

You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this User Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with Licensor. Any other use of the Software by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this User Agreement.

14. Copyright

The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are reserved to Licensor. You may not remove any proprietary notice of Licensor from any copy of the Software or Documentation.

15. Governing Law and Disputes

This User Agreement shall be construed, interpreted and governed by the laws of the State of Arizona without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this User Agreement shall be an appropriate federal or state court sitting in Maricopa County, State of Arizona, USA. This User Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this User Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this User Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this User Agreement shall be interpreted so as to reasonably effect the intention of the parties.

16. Binding Effect: Assignment

This Agreement and all of the terms, provisions and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as otherwise provided in this Section 16, you may not assign this License or any of its rights or obligations hereunder without the prior written consent of Licensor. Any attempted assignment in violation of this Section 16 by you of your rights or obligations under this Agreement, whether by operation of law or otherwise, shall have no force and effect.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

18. Amendment; Waiver

No modification, variation or amendment of this Agreement shall be effective without the written consent of both parties hereto. A failure of either party to this Agreement to enforce at any time any of the provisions of this Agreement, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach of the same or any other term or condition hereof.

19. Notices

All notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing and electronic delivery through email and shall be sufficiently given to a party within three (3) days of sending the email containing the notice. All notices sent from Licensor to you will be sent to the email address you have included or updated with regard to your Registration Information. All notices from you to Licensor shall be directed to info@miles-group.com.

20. Invalid, Illegal or Unenforceable Provisions

In the event that any one or more provisions of this Agreement shall for any reason be held by any tribunal of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and each invalid, illegal or unenforceable provision shall be treated by the tribunal as modified to the least extent necessary to rectify its invalidity, illegality or unenforceablity and shall be enforced as so modified.