Terms of Service

1. About these Terms

1.1 These Terms of Service (the “Terms”) are a legal agreement between Tech Empire Inc. (“Tech Empire”, “we”, “us” or “our”) and the business or other organization that uses FixLoop (the “Customer” or “you”). They govern your access to and use of the Service.

1.2 You accept these Terms when you create an account, join a Workspace, sign an Order that refers to them, or use the Service. If you do not agree, do not use the Service.

1.3 Our Privacy Policy explains how we handle personal information and forms part of these Terms. If an Order conflicts with these Terms, the Order controls for that Order only.

2. Definitions

In these Terms:

• “Service” means the FixLoop website and web application at getfixloop.com, the emails and reminders it sends, and any related features, updates and support we provide.
• “Workspace” means the area of the Service set up for one Customer, where its Users record and manage problem reports.
• “Owner” means the User who creates a Workspace, or to whom ownership is later passed. The Owner manages the Workspace for the Customer.
• “User” means any person the Customer allows to use its Workspace, including the Owner and team members.
• “Customer Data” means all information, text, photos, files and other content that the Customer or its Users submit to the Service, including problem reports, causes, fixes, checks, sign-offs and comments.
• “AI Features” means features that use artificial intelligence to draft, tidy or suggest content, and “AI Output” means what those features produce.
• “Order” means a written order, quote, invoice or email we both agree to that sets out a paid plan, its price and its term.
• “Pilot” means free use of the Service for a trial period, as described in Section 5.
• “Third-Party Services” means products or services not provided by us, such as email providers, browsers, or tools you connect to the Service.

3. Eligibility and authority

3.1 The Service is for business use only. It is not offered for personal, family or household purposes.

3.2 Each User must be at least 18 years old and able to form a binding contract.

3.3 If you accept these Terms for a business, you confirm that you have authority to bind that business. If you do not have that authority, you may not accept these Terms or use the Service for that business.

4. Accounts, Workspaces and Users

4.1 Accurate information. You must give us accurate, current and complete account information and keep it up to date.

4.2 Credentials. Each User needs their own account. Users must keep their passwords confidential and must not share accounts. You must tell us promptly through our Contact us page if you believe an account has been used without permission.

4.3 The Owner. The Owner can invite and remove Users, change Workspace settings, and archive or delete Customer Data. Any User can export the Workspace's reports. You are responsible for choosing the Owner and for every action the Owner takes.

4.4 Responsibility for Users. You are responsible for your Users’ compliance with these Terms and for all activity in your Workspace. A User who joins a Workspace by invitation uses the Service on the Customer’s behalf.

4.5 Limits. Pilots are limited to 5 Users per Workspace, including the Owner. Paid plans include the number of Users stated in the Order.

5. Free Pilot

5.1 We may offer a free Pilot, normally for 30 days from the day the Workspace is created. No payment details are required for a Pilot.

5.2 During a Pilot, the Service is provided “as is”, without any commitment on availability or support, and Section 17 (limit on liability) applies with a cap of 100 US dollars.

5.3 When a Pilot ends, you may move to a paid plan by agreeing an Order with us. If you do not, we may limit the Workspace to viewing and exporting, and may close it at least 30 days after the Pilot ends, as described in Section 15.

5.4 We may change, extend or end a Pilot program at any time, with reasonable notice to Owners of active Pilot Workspaces.

6. Paid plans, fees and payment

6.1 Orders. Paid plans are set out in an Order. The Order states the plan, the number of Users, the fees, the billing period and the term.

6.2 Fees and invoices. Fees are in US dollars. Unless the Order says otherwise, we invoice at the start of each billing period and invoices are due within 30 days.

6.3 Taxes. Fees do not include sales, use, value added or similar taxes. You are responsible for those taxes, other than taxes on our income.

6.4 Late payment. If an undisputed invoice is more than 30 days overdue, we may, after giving you at least 10 days’ written notice, suspend the Service until it is paid.

6.5 Renewal and price changes. Unless the Order says otherwise, a paid plan renews for the same length of term unless either of us gives notice of non-renewal at least 30 days before the term ends. We will give you at least 30 days’ notice of any price increase, which applies from your next renewal.

6.6 Refunds. Fees are non-refundable except where these Terms or the law require otherwise, or where we end a paid plan without cause, in which case we refund the unused part of any prepaid fees.

6.7 Disputes. If you believe an invoice is wrong, tell us within 30 days of receiving it. We will work with you in good faith to resolve it.

7. Customer Data

7.1 Ownership. As between you and us, you own all Customer Data. We claim no ownership of it.

7.2 Permission to use. You grant us a worldwide, non-exclusive, royalty-free right to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to prevent or address technical or security problems, and to comply with the law. This right ends when the Customer Data is deleted from the Service.

7.3 Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for having all rights and consents needed to submit it, including any notices to your employees and others whose information you enter.

7.4 Data you must not submit. The Service is not designed to hold sensitive data. You must not submit:

• protected health information as defined under the US Health Insurance Portability and Accountability Act (HIPAA), or names, contact details or health details of patients, customers or members of the public;
• payment card data, bank account numbers, or government identification numbers such as Social Security numbers;
• passwords or security credentials for other systems; or
• information about children under 13.

We are not a “business associate” under HIPAA and do not sign business associate agreements. You are responsible for any such data you submit despite this section.

7.5 Security. We use reasonable administrative, technical and physical safeguards designed to protect Customer Data, described in our Privacy Policy. We will notify you without undue delay if we become aware of unauthorized access to your Customer Data.

7.6 Usage data. We may collect technical information about how the Service is used, such as page loads, errors and feature use, and may use it in aggregated or de-identified form to operate and improve the Service. Such data will not identify you, your Users or any person.

7.7 No sale. We do not sell Customer Data or use it for advertising.

7.8 Export. Any User can export the Workspace's reports at any time as a spreadsheet (CSV) or as printable PDF reports.

7.9 Support access. To support the Service, our authorized staff may view Customer Data, read only. Each view is recorded with its reason and shown to the Owner in the Service. If the Owner turns on “Ask me first,” we will ask for and get the Owner’s approval before viewing, and the approval lasts 24 hours; a request for help sent by any User from inside the Service counts as approval for 24 hours. We may view Customer Data without approval only to address security or technical problems or to comply with the law, and we will tell the Owner afterwards where the law allows.

8. AI Features

8.1 How they work. When AI Features are turned on, the text of a report and related fields are sent to our AI provider, Anthropic, PBC, to produce AI Output such as a tidy write-up or suggested causes and fixes. Photos and files are not sent.

8.2 No training. Our AI provider processes this text under business terms that do not permit it to train its models on that text.

8.3 Ownership of AI Output. As between you and us, AI Output based on your Customer Data is Customer Data and belongs to you.

8.4 Review before you rely on it. AI Output may be inaccurate, incomplete or unsuitable. The Service requires a User to review and approve each step. You are responsible for checking AI Output before you rely on it or share it, and for decisions you make using it.

8.5 Turning them off. AI Features can be turned off. When they are off, the Service uses simple rules to tidy text and sends nothing to our AI provider.

9. Acceptable use

You must not, and must not allow anyone else to:

• use the Service in breach of any law or regulation, or to infringe or misuse anyone’s rights, including privacy and intellectual property rights;
• upload or send malicious code, or content that is unlawful, threatening, harassing, defamatory or discriminatory;
• access or try to access accounts, Workspaces, data or systems you are not authorized to access, or probe, scan or test the Service’s security without our written permission;
• interfere with or disrupt the Service, or place an unreasonable load on it, including by automated scraping or excessive requests;
• get around usage limits, access controls or security measures;
• copy, modify, or create works based on the Service, or decompile, reverse engineer or disassemble it, except where the law expressly allows this despite this restriction;
• sell, resell, rent, sublicense or otherwise provide the Service to third parties other than your Users; or
• use the Service or AI Output to build a competing product.

10. Our intellectual property

10.1 Ownership. We and our licensors own the Service, including its software, design, text, graphics, the FixLoop name and logo, and all related intellectual property rights. Nothing in these Terms transfers those rights to you.

10.2 Your right to use the Service. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right for your Users to access and use the Service for your internal business purposes during your Pilot or paid term.

10.3 Feedback. If you or your Users give us suggestions or feedback, we may use them freely and without any obligation to you.

10.4 Publicity. We will not use your name or logo in our marketing without your written permission.

11. Third-Party Services

The Service may link to or work with Third-Party Services. Your use of a Third-Party Service is governed by its own terms, and we are not responsible for it. The service providers we use to run the Service are listed in our Privacy Policy; we remain responsible for their handling of Customer Data on our behalf.

12. Confidentiality

12.1 “Confidential Information” means non-public information one of us discloses to the other that is marked confidential or should reasonably be understood to be confidential. Your Customer Data is your Confidential Information. Non-public details of the Service and our pricing are ours.

12.2 The receiving party will use the other’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will share it only with its employees, contractors and service providers who need it for that purpose and are bound by duties of confidentiality.

12.3 Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed by it, or is lawfully received from someone else without a duty of confidentiality.

12.4 The receiving party may disclose Confidential Information if required by law, after giving the other party reasonable notice where the law allows.

13. Availability, support and changes

13.1 Availability. We use reasonable efforts to keep the Service available, but it may sometimes be unavailable, including for planned maintenance, which we try to schedule outside normal US business hours, and for events beyond our reasonable control.

13.2 Support. We provide support by email through our Contact us page and aim to reply within one business day, Monday to Friday, Pacific time.

13.3 Changes. We may update and improve the Service. We will not make changes during a paid term that materially reduce its core functions. If we do, you may end the affected plan and receive a refund of unused prepaid fees.

13.4 Early features. We may offer features marked as beta, preview or early access. They are provided “as is”, may change or be withdrawn, and are excluded from any commitments in these Terms.

14. Suspension

We may suspend access to the Service, in whole or for particular Users, if we reasonably believe that use of the Service breaches Section 9 (acceptable use), poses a security risk to the Service or others, could cause us legal liability, or if payment is overdue as described in Section 6.4. We will limit the suspension to what is reasonably needed, give notice where we can, and restore access once the issue is resolved.

15. Term and termination

15.1 Term. These Terms apply from when you first accept them until all Pilots and paid plans have ended and your Workspace is closed.

15.2 Ending by you. You may stop using the Service at any time. You may ask us to close your Workspace through our Contact us page. Ending a paid plan early does not entitle you to a refund unless these Terms say so.

15.3 Ending by us. We may end a Pilot, or your use of a free Workspace, with 30 days’ notice. Either of us may end a paid plan if the other materially breaches these Terms and does not fix the breach within 30 days of written notice. We may end these Terms immediately if you breach Section 9 in a way that causes serious harm.

15.4 Effect of ending. When a Pilot or paid plan ends, your right to use the Service ends. For 30 days afterwards, the Owner may export Customer Data on request. After that, we delete Customer Data from the Service within 30 days. Copies in backups are overwritten within a further 14 days. We may keep information we must keep by law.

15.5 Survival. Sections 6 (for fees owed), 7.6, 10, 12, 16, 17, 18, 19 and 22, and any other terms that by their nature should continue, survive the end of these Terms.

16. Warranties and disclaimers

16.1 Each of us confirms that it has the authority to enter into these Terms. We confirm that, during a paid term, we will not materially reduce the overall security of the Service.

16.2 Except as expressly stated in these Terms, the Service, AI Output and all related materials are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted, error-free or secure, or that AI Output will be accurate.

16.3 Not professional advice. The Service helps teams record and work through problems. It does not provide legal, safety, medical, regulatory or other professional advice, and it does not replace your own judgment or obligations. You remain responsible for keeping people safe, for meeting any legal or regulatory reporting duties, and for any deadlines; do not rely on Service reminders as your only way to meet them.

17. Limitation of liability

17.1 To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill or data, or the cost of substitute services, arising out of or relating to these Terms or the Service, however caused and under any theory of liability, even if advised of the possibility of such damages.

17.2 To the fullest extent permitted by law, each party’s total liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid us for the Service in the 12 months before the event giving rise to the liability, and (b) 100 US dollars.

17.3 The limits in this Section do not apply to your payment obligations, to either party’s liability for fraud, gross negligence or willful misconduct, to your obligations under Section 18, or to any liability that cannot be limited by law.

18. Indemnification

You will defend us, our affiliates, and our and their officers, directors and employees against any claim by a third party arising from Customer Data, or from your or your Users’ breach of Section 7.3, 7.4 or 9, and will pay any damages, costs and reasonable attorneys’ fees finally awarded or agreed in settlement. We will promptly notify you of the claim, let you control its defense and settlement (provided you do not settle in a way that admits fault by us or imposes obligations on us without our consent), and give you reasonable help at your expense.

19. Governing law and disputes

19.1 Talk first. Before starting any legal proceeding, the party with the dispute will send written notice to the other, and both of us will try in good faith to resolve it for at least 30 days.

19.2 Governing law. These Terms are governed by the laws of the State of California, USA, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.3 Courts. The state and federal courts located in San Bernardino County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each of us consents to those courts. Either party may seek urgent injunctive relief in any court with jurisdiction to protect its intellectual property or Confidential Information.

19.4 Time limit. To the extent permitted by law, any claim must be brought within one year after the cause of action arises.

20. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on this page and change the “Last updated” date. If a change is material, we will email Owners at least 14 days before it takes effect. Changes do not apply to a dispute that arose before they took effect. If you keep using the Service after the change takes effect, the updated Terms apply. If you do not agree to a material change during a paid term, you may end the plan and receive a refund of unused prepaid fees.

21. Notices and electronic communications

21.1 You agree that we may give you notices and other communications electronically, by email to the Owner’s email address or through the Service, and that electronic communications satisfy any legal requirement that they be in writing.

21.2 Legal notices to us must be sent through our Contact us page with the topic “Legal notice”. Notices are effective when received.

21.3 Emails the Service sends about your account and Workspace, such as invites, reminders and sign-off requests, are part of the Service. Each User can turn off reminder and update emails in Settings, under Notifications. Invites, sign-in codes and password reset emails are always sent.

22. General

22.1 Entire agreement. These Terms, the Privacy Policy and any Orders are the entire agreement between us about the Service and replace any earlier agreements on the same subject. Terms in your purchase orders or other documents do not apply.

22.2 Assignment. Neither party may assign these Terms without the other’s written consent, except that either party may assign them to a successor in a merger, acquisition or sale of all or substantially all of its relevant business or assets, with notice to the other.

22.3 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, or failures of the internet or of third-party hosting or utility providers. This does not excuse payment obligations.

22.4 Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment or agency relationship.

22.5 No third-party beneficiaries. These Terms do not give any right to anyone other than you and us.

22.6 Export and sanctions. You will comply with US export control and sanctions laws. You confirm that you and your Users are not located in, or a resident of, a country subject to comprehensive US sanctions, and are not on any US government restricted-party list.

22.7 Severability and waiver. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent allowed and the rest will remain in effect. A failure or delay in enforcing any part of these Terms is not a waiver.

22.8 Interpretation. Headings are for convenience only. “Including” means “including without limitation”.

23. Notice for California users

Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

24. Contact us

Questions about these Terms? Use our Contact us page. Tech Empire Inc., California, USA.