Creator Program Terms & Conditions

Effective: October 19, 2021

Any person or entity (“you”) that participates or attempts to participate in Loom’s Creator Program must accept these Creator Program Terms & Conditions (“Agreement”). By registering for the Loom Creator Program, you agree to comply with the terms of this Agreement between you and Loom, Inc. (“Loom,” “we,” “us,” “our”) including any other Creator Program requirements or policies that we make available to you (“Program Policies”), which are incorporated by reference. If you sign up for the Creator Program on behalf of an entity or organization, you are binding that organization to this Agreement, and you represent that you have the authority to do so.

1. Creator Program

1.1 Getting Started. The Loom Creator Program is managed through Partnerstack, where you must apply to join our program through the Partnerstack application page on its website. Once you’ve signed up for the Creator Program, you will have access to the Creator Program through Partnerstack’s website, located at partnerstack.com, where there will be resources and instructions for getting started.

1.2 Program Compliance Requirements. You must comply with this Agreement to participate in the Creator Program and receive any Fees. We may, but are not obligated to, monitor your website or marketing channels at any time to determine if you are complying with this Agreement, and our Program Policies, and we may notify you of any changes we feel you should make to remain in compliance.

1.3 Violations. If you violate this Agreement, our Program Policies, or any other terms and conditions applicable us, then, (a) in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of all Fees otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right to recover damages in excess of this amount; and (b) we may immediately terminate your participation in the Creator Program.

1.4 Our Customers. For clarity, our customers are not, by virtue of your participation in the Creator Program, your customers. All our terms and policies, concerning customers will apply. You may not take any customer orders or provide customer service to any existing or potential customers on our behalf. You may not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to us, you will ask those customers to follow the directions on our website for assistance. You will not make any representations, warranties, commitments or promises to any customers regarding us or our Service (defined below).

2. Marketing Activities

2.1 Creator Link. As a Creator, you will be able to access a link to the Loom website that will be associated with you as a participant in the Creator Program (“Creator Link”). You are only allowed to link to those specific web pages that we designate in the Creator Link. When a customer clicks through your Creator Link to purchase a subscription to our video messaging service offered on our website (“Service”), you will be eligible to receive a Referral Fee.

2.2 Authorization. We authorize you to market and promote Loom and our Service to potential customers in accordance with the terms and conditions of this Agreement. You agree you will market the Service fairly and accurately, and will not make any representations or warranties concerning us or our Service, or use any marketing content or materials that: (i) are made or purported to be made on behalf of us if they weren’t; (ii) violate any laws or regulations; (iii) are false, misleading, or inconsistent with the Loom Content, or other materials published and supplied by us; or (iv) are offensive, obscene, inappropriate, or otherwise unsuitable for our Creator Program, in our sole discretion.

2.3 Content. We may make images, data, text, marketing materials, and other content available for use in your website and marketing materials (“Loom Content“). You may use the Loom Content in connection with marketing the Service and creating your own marketing content (“Creator Content”), subject to the terms and conditions of this Agreement. If we update any Loom Content, you will use your best efforts to replace the existing version of the Loom Content with the updated version.

2.4 Publicity. We may use your name, likeness, and public marketing content regarding our Service solely to reference you as a participant in the Loom Creator Program on our website and in our social media and marketing channels. You may revoke this grant at any time by sending an email to creators@loom.com with your notice of revocation, and we will cease new uses of such references within 5 business days and will use commercially reasonable efforts to update our website and social media and marketing channels to remove any past references.

2.5 No Other Public Statements. Neither party will issue any press release or public statements disclosing the existence of this Agreement or the performance of Service without the other party’s prior written consent, except to the extent expressly stated in this Agreement.

3. Creator Disclosure

3.1 Compliance. You agree to comply with all applicable laws, rules and regulations, applicable industry best practices and standards and regulatory guidelines relating to sponsored posts and advertising copy, including but not limited to the United States Federal Trade Commission’s then-current rules and regulations applicable to online advertising generally, advertising disclosures and social media advertising, sponsorships and endorsements. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

3.2 Statement. You must clearly, proximately, and prominently state the following, or any substantially similar statement previously allowed under this Agreement, on your website or any other location where you market, promote, recommend, or endorse us or post your Creator Link: “As participant in the Loom Creator Program, I earn from qualifying purchases.”

4. Fees

4.1 Referral Fee. You will receive a percentage of the monthly recurring revenue actually received by us from a Qualified Purchase, less taxes, refunds, and credits, as described in our Program Policies (“Referral Fee”). A “Qualified Purchase” is the initial sale of a Loom subscription to a new Loom customer that purchases a subscription from the Loom webpage directed from your Creator Link within the time period described in our Program Policies. Referral Fees will exclude any revenue received from paid subscriptions from customers that we determine were sourced by our sales team. Final determination as to whether to accept an end-user as a customer is at our sole determination.

4.2 Influencer Fee. You will receive a flat fee for creating qualifying Creator Content and marketing Loom on social media and other public channels, as described in the Program Policies (“Influencer Fee”, and together with any Referral Fees, “Fees”).

4.3 Process. You will provide your banking information to Partnerstack so that we can make payments to you. You are solely responsible for ensuring that your banking information is accurate and current. You are responsible for any fees, such as wire transfer fees, charged by any intermediary banks involved in a funds transfer. We will not be responsible for any payments not received due to you failing to provide complete and accurate banking information. We will aggregate all Fees payable to you under this Agreement and will pay the aggregate Fees to you on a monthly basis through Partnerstack in accordance with the terms and policies at partnerstack.com/policies. We may change our Fees at any time, and any changes will apply on a going-forward basis after they have been posted in our Program Policies.

4.4 Taxes. You will be responsible for paying all sales, use, value added, excise, export or other tax, duty or other charges of any kind or nature that is levied or imposed by any governmental authority on payment of the Fees (“Taxes”), if any. If we are required to withhold any withholding or similar taxes, we will do so and will make these payments. Any withholding taxes paid by us to the tax authority will be deducted from the amount due to you, such that the amount paid to you will be net of the withholding taxes. Upon your request, we will provide you with a copy of the tax receipt or tax certificate for the withholding tax paid.

5. Intellectual Property

5.1 License to Loom IP. Subject to the terms of this Agreement, we grant you a limited, nonexclusive, revocable, non-transferable, non-sublicensable royalty-free license to: (a) use, reproduce, distribute, perform, display and prepare derivative works of the Loom Content and (b) use and display our name, logo, trademarks, and other brand identifiers (“Loom Marks”), for the sole purpose of creating Creator Content and promoting our Service and your Creator Link, in accordance with any branding guidelines we provide and our Program Policies. All use of Loom Marks (and goodwill associated therewith) inures to our benefit.

5.2 License to Creator Content. You grant us a perpetual, nonexclusive, transferable, sublicensable royalty-free license to use, reproduce, distribute, perform, display and prepare derivative works of the Creator Content to promote our Service and/or the Creator Program. You represent and warrant that you have all the necessary rights to grant this license, and Loom's use of the Creator Content as contemplated in this Agreement will not violate any laws or third party rights, including any intellectual property rights.

5.3 Third-Party Materials. You will not incorporate any proprietary information, content, or materials owned by any third-party into the Loom Content without our prior written permission.

5.4 Ownership. Except as expressly stated, this Agreement does not grant any rights, implied or otherwise, to any intellectual property. We own and retain all intellectual property rights in our Service, Loom Content, and Loom Marks, including any modifications and derivative works thereto (“Loom Intellectual Property”), and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to Loom. You own and retain all intellectual property rights in the Creator Content, except to the extent such Creator Content incorporates any Loom Intellectual Property.

6. Confidentiality

6.1 Use and Nondisclosure. You will hold all information, materials or knowledge regarding us and our business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential (“Confidential Information”) in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information for purposes of this Agreement. If you are an organization, you may share Confidential Information with your employees who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in this Agreement. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any third-party, except as specifically authorized by us in writing.

6.2 Exceptions. Your obligations under this Section 6 do not apply to information that: (a) was known to you without restriction before receipt from us; (b) is publicly available through no fault of you; (c) is rightfully received by you from a third-party without a duty of confidentiality; or (d) is independently developed by you without reference to any Confidential Information as demonstrated by written records.

6.3 Required Disclosure. You may disclose Confidential Information when compelled to do so by law, but only if you: (a) promptly provide prior notice to us and an opportunity for us to seek a protective order, and (b) disclose only the minimum amount of Confidential Information that is necessary to comply with the required disclosure.

6.4 Return or Destroy. Upon the earlier of our written request or termination of this Agreement, you will promptly return or destroy all Confidential Information and copies and certify in writing that you have destroyed all such materials.

7. Term and Termination

7.1 Term. The term of this Agreement will begin upon your registration for the Creator Program.

7.2 Termination. Either you or we may terminate this Agreement at any time, with or without cause by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided. We may terminate this Agreement immediately if you materially breach this Agreement or if we feel there’s an imminent risk of harm or liability to us, our reputation, or our users.

7.3 Payment on Termination. We may hold accrued unpaid Fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).

7.4 Effect of Termination. Upon termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 1.4, 2.4, 2.5, 3, 4 (for unpaid payment obligations prior to termination), 5.2, 5.4, and 6-13 of this Agreement and as specified in the Program Policies will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

8. Independent Contractor

You are an independent contractor and not an agent or employee of Loom. You will not be able to bind Loom and we will not be liable for any obligation or debt incurred by you. You agree that you will not be entitled to any compensation, options, stock or other rights or benefits accorded to our employees, and you waive any right to them and promises never to claim them.

9. Representations and Warranties

You represent, warrant, and covenant that (a) you will participate in the Creator Program and create, maintain, and operate your website and marketing channels in accordance with this Agreement, (b) your participation in the Creator Program, exercise of your rights and obligations under this Agreement, use of Creator Content, and marketing of Loom will not violate any, and you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, intellectual property, advertising, and marketing), (c) you are lawfully able to enter into this contract (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Creator Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you are not the subject of U.S. sanctions regulations or on any U.S. sanctioned parties lists, (f) you will comply with all applicable U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, (g) the information you provide in connection with the Creator Program is accurate and complete at all times, and (h) your participation in the Creator Program will not constitute a conflict of interest or breach of any agreement, rule, guideline or policy applicable to your relationship with any previous or contemporaneous employer, academic institution, or any other party.

10. Disclaimer

WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT OF TRAFFIC OR FEES YOU CAN EXPECT AT ANY TIME IN CONNECTION WITH THE CREATOR PROGRAM, AND WE WILL NOT BE LIABLE FOR ANY ACTIONS YOU UNDERTAKE BASED ON YOUR EXPECTATIONS. THE LOOM MARKS, LOOM CONTENT, SERVICE, AND ANY OTHER INFORMATION OR MATERIALS PROVIDED BY US ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. TO THE EXTENT PERMITTED BY LAW, We EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Indemnification

11.1 Indemnification. You will defend, indemnify, and hold harmless Loom, its officers, directors, employees, agents, and affiliates (“Indemnified Parties”) from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys’ fees) incurred by an Indemnified Party arising from any third-party claims related to: (a) your breach of this Agreement or applicable law or regulation; (b) your website, Creator Content, or materials used by you in connection with the Creator Program; and (c) your negligence or willful misconduct.

11.2 Procedure. We will have the right to approve any counsel retained to defend against any claim in which an Indemnified Party is named a defendant, and will not unreasonably withhold this approval. We will have the right to control and participate in the defense of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.

12. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER ARISING WHETHER OR NOT WE WERE AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT; AND (B) OUR LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO WHEN THE APPLICABLE CLAIM AROSE.

13. Miscellaneous

13.1 Governing Law. This Agreement and related disputes will be governed by the laws of the State of California without regard to its conflicts of laws principles.

13.2 Arbitration. Both parties agree to resolve any claims relating to this Agreement or the Service only through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco (CA), or any other location both parties agree to in writing. If a party breaches its obligations under the Agreement, the non-breaching party may bring a lawsuit in the federal or state courts of San Francisco County, California solely for injunctive relief to stop the breach without first engaging in the informal dispute notice process described above. The state or federal courts sitting in San Francisco County, California shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, subject to the mandatory arbitration provisions herein, and you hereby consent to the jurisdiction of those courts.

13.3 NO CLASS ACTIONS. You may only resolve disputes related to or arising from this Agreement on an individual basis and will not bring a claim in a class, consolidated, or representative action. This waiver is an independent covenant. You may opt-out of this Section 13.3 by providing written notice of your decision within 30 days of the date that you first signed up for the Creator Program to arbitration-opt-out@loom.com. Please note that you are a Creator in your notice.

13.4 Notices. Notices may be sent to you at the email address you used to sign up for the Creator Program. Notices to us must be sent to contractnotices@loom.com and 85 2nd Street, Floor 1, San Francisco, CA 94105, attn: Legal, via first class, airmail, or overnight courier. Notices are deemed given when received.

13.5 Assignment. Neither party may assign this Agreement without providing notice to the other party, except we may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets without providing notice. Any other attempt to transfer or assign is void.

13.6 Force Majeure. Except for payment obligations, neither party will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

13.7 Modifications. We may make commercially reasonable updates to this Agreement by posting the updates on our website. If an update materially impacts your rights or obligations, we’ll provide at least 30 days’ notice to you, and the updated Agreement will go into effect 30 days later. Any other revisions will become effective on the date the updated Agreement is posted. Your continued use of your Creator Link or access to the Creator Program website after the Agreement goes into effect will constitute your acceptance of the updated Agreement.

13.8 General. This Agreement supersedes any prior agreements or understandings between the parties. This Agreement, including all Program Policies, constitute the entire Agreement between the parties related to this subject matter, and except as set forth above, any change to its terms must be in writing and signed by the parties. If the terms of this Agreement conflict with any Program Policies, then the terms of this Agreement will control. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect. A waiver of any default is not a waiver of any subsequent default. There are no third-party beneficiaries to this Agreement.