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These Website Terms of Service (“Terms”) set out rules for visitors of our website at www.gloo.us (our “Site”). Gloo, LLC (“Gloo” or “we”) owns and operates our Site.

Gloo reserves the right to amend these Terms at any time. We therefore encourage you to revisit these Terms each time you visit our Site. By accessing or using our Site, you accept these Terms in their entirety. If you do not agree to follow and be bound to these Terms, you must not access, use or download materials from our Site.

Restrictions

You must comply with the Terms and all applicable laws when accessing or using our Site or communicating with us. You must not do or attempt to do any of the following:

• use our Site to submit, store or transfer any: (i) material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or (ii) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

• interfere with or disrupt the integrity or performance of our Site;

• use any means to gain unauthorized access to our Site or any of our systems, networks or accounts;

• probe, scan or test the vulnerability of our Site or any network connected to our Site;

• breach the security or authentication measures on our Site or any network connected to our Site;

• pretend that you are, or that you represent, someone else, or impersonate any other individual or entity; or

• take any action that imposes an unreasonable or disproportionately large load on the infrastructure of our Site or our systems or networks, or any systems or networks connected to our Site or Gloo.

Gloo's intellectual property rights

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code contained on our Site (collectively, “Site Content”), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Site Content, and any improvements, changes or enhancements thereto, are owned, controlled or licensed by or to Gloo, and are protected by trade dress, copyright, patent and trademark laws, and other intellectual property rights and unfair competition laws.

User submissions

If you decide voluntarily to submit any information through our Site or to contact information shown on our Site, such information will be considered as non-personal, non-confidential and non-proprietary, to the fullest extent permissible by applicable law.

Our Warranties and Disclaimers

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, GLOO, ITS AFFILIATES, AND ITS AND THEIR MANAGERS, SUPPLIERS, DISTRIBUTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “GLOO PARTIES”) DO NOT MAKE ANY SPECIFIC PROMISES, REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT OUR SITE. FOR EXAMPLE, GLOO PARTIES DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ON OUR SITE, THE SPECIFIC FUNCTIONS OF OUR SITE, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE OUR SITE AND ALL CONTENT AND SERVICES THEREON “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES AND CONDITIONS, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES AND CONDITIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE GLOO PARTIES FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR USE OF OUR SITE. YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS. If applicable, you waive California Civil Code Section 1542, which states, in relevant part: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Limited Liability for the Site

TO THE FULLEST EXTENT PERMITTED BY LAW, GLOO PARTIES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF GLOO PARTIES FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE OUR SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU THE SERVICES AGAIN). IN ALL CASES, GLOO PARTIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Indemnification

You agree to indemnify and hold Gloo Parties (as defined above) harmless from and against any third-party claims, losses, damages, or demands (including reasonable attorneys' fees and court costs) that are due to or arise out of your use of our Site; your violation of these Terms or the rights of another; and any content you provide to us via the Site.

About these Terms

We may modify these Terms or any additional terms that apply to any service of ours to, for example, reflect changes to the law or changes to our Site or services. You should review these Terms regularly. We'll post notice of modifications to these Terms on this page. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. However, changes addressing new functions for our Site or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms, you should discontinue your use of our Site. If there is a conflict between these Terms and any additional terms that apply to your use of a service of ours, the additional terms will control to the extent of that conflict.

These Terms control the relationship between Gloo and you. They do not create any third party beneficiary rights. If you do not comply with these Terms, and we don't take action right away, this doesn't mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, this will not affect any other terms herein. The laws of Colorado, U.S.A., excluding Colorado's conflict of laws rules, will apply to any disputes arising out of or relating to these Terms or our Site.

Arbitration and Injunctive Relief

Except for any disputes related to ownership of technology or intellectual property rights (which may be resolved by a party seeking appropriate injunctive relief), any dispute or claim arising out of these Terms or a breach of them, including their interpretation, performance or termination, that Gloo and you are unable to resolve within 60 days after written notice describing the dispute or claim, shall be finally resolved by arbitration. After the sixty-day period, either Gloo or you may submit the dispute or claim to arbitration by giving the other party written notice that it is submitting the issue to arbitration.

The arbitration will be conducted in the English language and will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. In the event of any conflict between the rules and these terms, these terms will govern. We will allow and participate in discovery in accordance with the United States Federal Rules of Civil Procedure. The arbitration will be conducted promptly after submission of arbitration and even if one party fails or refuses to participate. Unresolved discovery disputes and other motions may be submitted to and finally disposed of by the arbitrator. The decision of the arbitrator will be final and binding, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) will be paid as the arbitrator determines. Judgment upon the award of the arbitration may be entered in any court where the arbitration takes place, and application may be made to any court for a judicial acceptance of the award and order of enforcement. Each party submits itself to the jurisdiction of the courts of the place where arbitration is held.

The arbitration will be conducted by one arbitrator, who will be mutually agreed to by the parties. In the event that the parties are not able to mutually agree upon an arbitrator within one month of the submission to arbitration by a party, such arbitrator will be appointed by the JAMS arbitrator selection and replacement process.

Severability and continuation

In the event that any portion of these Terms is declared inapplicable by a competent authority, the rest of the provisions shall remain applicable and in force to the full extent permitted by law. Users' obligations under these Terms will survive the termination of these Terms. If users harm - in any manner whatsoever - third parties through their use of our Site, users agree to hold harmless and indemnify Gloo against any and all liability for such harm.

Links to other websites

Our Site may contain links to websites operated by other parties. The linked sites are not under the control of Gloo, and Gloo is not responsible for the content available on any other internet sites linked to our Site. Such links do not imply Gloo's endorsement of material on any other site and Gloo disclaims all liability with regard to your access to such linked websites. Gloo provides links to other internet sites as a convenience to users, and access to any other internet sites linked to our Site is at your own risk.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Gloo without restriction.

Last Revised: December 30, 2019