Terms of Service

1. Introduction and Acceptance

1.1 These Terms of Service ("Terms") constitute a legally binding agreement between you ("User") and INLOOP.STUDIO PTE LTD (UEN: 202537613H), a private limited company incorporated in Singapore ("inloop.studio", "we", "us", or "our"), governing your access to and use of the inloop.studio platform, software, tools, and associated services (collectively, "the Platform").

1.2 By registering for, accessing, or using the Platform in any capacity, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Platform.

1.3 These Terms bind both the individual User and, where applicable, the organisation on whose behalf the User is acting. The individual accepting these Terms warrants that they have the authority to bind their organisation.

1.4 Where a Facilitator has entered into a separate Expert Firm Partnership Agreement ("Partnership Agreement") with inloop.studio, the terms of that Partnership Agreement apply alongside these Terms. In the event of a conflict between the Partnership Agreement and these Terms, the Partnership Agreement prevails to the extent of the inconsistency.

2. Definitions

Term	Meaning
Platform	The inloop.studio software-as-a-service application, tools, AI capabilities, and related services, including the application available at app.inloop.studio
Inloop Runway	inloop.studio's licensed software product that Facilitators or an End-Client Organization may deploy as a self-hosted Studio Instance
Studio Instance	A white-labelled, self-hosted deployment of Inloop Runway licensed to a Facilitator or an End-Client Organization under a separate Inloop Runway Software Licence
Facilitator	A User (consultant, advisor, or forward deployed operator) who subscribes to the Platform to conduct consulting engagements with End Clients, also referred to as an Expert Firm or Studio Owner
End Client	An individual or entity that is a paying client of a Facilitator and who may be granted access to the Platform or a Studio Instance to participate in engagements
SOW	A Statement of Work — a written document setting out the scope, deliverables, timeline, and commercial terms of a specific engagement
Subscription Fee	The recurring monthly or annual fee payable by Facilitators for access to the Platform
Token Fee	The consumption-based fee charged for AI model usage and compute resources on the Platform
Revenue Share	The portion of revenue generated by a Facilitator that is payable to inloop.studio as set out in the applicable Partnership Agreement
Account	A registered user account on the Platform
Content	Any data, text, documents, session outputs, or materials uploaded to or generated on the Platform or a Studio Instance by a User
Promoters	The individual founders and directors of INLOOP.STUDIO PTE LTD
Approved Titles	The professional titles that Facilitators are permitted to use when representing inloop.studio, as defined in Clause 11

3. User Types and Platform Access

3.1 Inloop Facilitators

Facilitators are professionals who access the Platform under a paid subscription to conduct consulting and advisory engagements with their End Clients using inloop.studio's infrastructure, methods, and tools. Facilitators operate as independent business unit building their own consulting practice on the Platform. Facilitators are solely responsible for:

(a) their own consulting engagements, deliverables, and advice provided to their End Clients;
(b) their End Clients' compliance with these Terms;
(c) obtaining all necessary consents from their End Clients in relation to data processed on the Platform or their Studio Instance;
(d) all fees arising from their Account, including Token Fees incurred by or on behalf of their End Clients.

3.2 End Clients

End Clients access the Platform only through and at the invitation of a Facilitator. End Clients have no direct contractual relationship with inloop.studio beyond compliance with these Terms. The inloop.studio is not a party to any engagement, agreement, or dispute between a Facilitator and their End Client, and accepts no liability for Facilitator deliverables or outcomes.

3.3 Onboarding and Qualification

(a) inloop.studio may require a Facilitator to complete an onboarding and qualification process before or after being granted full Platform access. The scope and standards of onboarding are defined in a separate Scope of Engagement document agreed between the parties.

(b) inloop.studio reserves the right to disqualify and terminate a Facilitator's access during or at the conclusion of the onboarding period if, in inloop.studio's sole judgment, the Facilitator does not meet inloop.studio's engagement guidelines or quality standards. In such cases, the Onboarding Fee (if paid) is non-refundable.

(c) Completion of onboarding does not guarantee continued Platform access, which remains subject to inloop.studio's discretion as set out in Clause 8.

3.4 No Advisory Relationship

The inloop.studio does not provide legal, financial, tax, or professional advice. The Platform is a software tool. Any outputs generated by the Platform, including AI-assisted content, are for informational purposes only and do not constitute professional advice of any kind.

4. Statements of Work and Scope

4.1 For structured engagements, inloop.studio or a Facilitator may issue a Statement of Work ("SOW") describing specific tasks, deliverables, milestones, and timelines. Each SOW forms part of the applicable agreement when signed by both relevant parties.

4.2 An engagement is considered accepted and commercially binding when either: (a) a SOW has been signed by the End Client; or (b) the End Client has made an initial deposit or payment to either party.

4.3 Scope changes require mutual written agreement and must be referenced in a written amendment or supplementary SOW. Verbal agreements do not constitute scope changes and are not enforceable.

4.4 Where inloop.studio acts as contracting or invoicing party on behalf of a Facilitator, this will be documented in the applicable SOW or Partnership Agreement. Such arrangements do not create an employment, partnership, or joint venture relationship between the parties.

5. Account Registration and Security

5.1 Users must provide accurate and complete registration information and keep it updated at all times.

5.2 Each Account is personal and non-transferable. Facilitators must not share login credentials with End Clients or third parties outside their authorised team.

5.3 Users are solely responsible for all activity that occurs under their Account. inloop.studio is not liable for any loss arising from unauthorised use of an Account.

5.4 inloop.studio reserves the right to verify the identity and credentials of any User at any time and to suspend access pending verification.

6. Fees, Billing, and Payment

6.1 Onboarding Fee

Where applicable, a one-time Onboarding Fee is charged to Facilitators for the initial onboarding and qualification engagement. The Onboarding Fee is non-refundable once the onboarding process has commenced, regardless of the outcome.

6.2 Subscription Fees

(a) Facilitators pay a Subscription Fee for ongoing access to the Platform as set out in the applicable pricing schedule, order confirmation, or Partnership Agreement.

(b) All Subscription Fees are non-refundable. No refund, credit, or proration will be issued for any portion of a subscription period that has commenced, regardless of whether the Facilitator has actively used the Platform during that period.

6.3 Token Fees

(a) Token Fees are charged based on actual consumption of AI model usage and compute resources on the Platform.

(b) Token Fees are billed in arrears or deducted from a pre-purchased token balance, as applicable.

(d) The inloop.studio may adjust Token Fee rates with 7 days' written notice.

(e) Facilitators may not claim or demand credits related to AI service operational costs incurred in running their own (Self-Hosted Version of Inloop Runway or other applicaitons) Studio Instance.

6.4 Revenue Share

(a) Where a Facilitator has entered into a Partnership Agreement, the Facilitator agrees to pay inloop.studio a Revenue Share as specified in that agreement, calculated on revenue generated from engagements conducted on or enabled by the Platform.

(b) Revenue Share calculations are performed quarterly. Amounts due to inloop.studio shall be remitted within 30 days of the end of each quarter, or within 30 days of receipt of client payment by the Facilitator, whichever is earlier.

(c) Where inloop.studio acts as contracting or invoicing party and collects revenue on behalf of a Facilitator, inloop.studio will remit the Facilitator's share within 30 days of receipt, net of all applicable fees and Revenue Share.

6.5 Taxes and Pass-Through Charges

(a) Each Facilitator is solely responsible for all taxes, levies, and charges imposed by any governmental authority arising from their use of the Platform or their consulting revenues, in accordance with their applicable tax residency and jurisdiction.

(b) Where inloop.studio invoices or contracts with an End Client on behalf of a Facilitator, inloop.studio may impose pass-through charges related to GST, VAT, or other applicable local taxes based on the End Client's jurisdiction or billing location. Such charges are the Facilitator's responsibility.

(c) Facilitators agree to indemnify and hold inloop.studio harmless from any tax liability arising from the Facilitator's business activities or their failure to account for applicable taxes.

6.6 Payment Terms

(a) All invoiced amounts are due on the invoice date unless otherwise specified.

(b) Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by Singapore law, whichever is lower) from the due date.

6.7 Expenses

Unless agreed in writing in advance, each party is responsible for all expenses incurred in performing their respective activities. Any expenses to be reimbursed must be pre-approved in writing and supported by documentation. No party may claim reimbursement for expenses that were not pre-approved.

7. Payment Default and Suspension

7.1 inloop.studio reserves the absolute right to suspend or permanently revoke a User's access to the Platform, without prior notice, if that User:

(a) fails to pay any Onboarding Fee, Subscription Fee, Token Fee, Revenue Share, or other amount due under these Terms or any Partnership Agreement by the due date;
(b) initiates a chargeback, payment dispute, or reversal of any fee paid to inloop.studio;
(c) otherwise defaults on any financial obligation under these Terms or a Partnership Agreement.

7.2 Data Withholding on Default. Upon suspension or revocation arising from payment default, inloop.studio may withhold access to the Account and all Content associated with it until all outstanding amounts (including accrued interest and any reactivation fee) are paid in full. inloop.studio is under no obligation to export, deliver, or preserve Content during a period of default.

7.3 Suspension of a Facilitator's Account automatically suspends access for all End Clients associated with that Account. The inloop.studio is not liable for any losses suffered by a Facilitator's End Clients as a result.

7.4 If a default remains uncured for 60 days following suspension, inloop.studio may permanently terminate the Account and delete all associated Content with no further obligation to the User.

8. Platform Rights and Administration

8.1 inloop.studio has sole and absolute discretion to:

(a) grant, limit, suspend, or permanently revoke access to the Platform for any User at any time, with or without cause;
(b) moderate, restrict, or remove any Content that inloop.studio, in its sole judgment, considers to be in breach of these Terms, unlawful, harmful, or otherwise objectionable;
(c) impose usage limits on Accounts, including but not limited to storage limits, API rate limits, and AI usage caps;
(d) modify, discontinue, or update any feature or functionality of the Platform at any time.

8.2 The inloop.studio will make reasonable efforts to provide advance notice of material changes to the Platform but is not obligated to do so where such changes are required for legal, security, or operational reasons.

9. Intellectual Property and Studio Instance

9.1 Platform Intellectual Property

All intellectual property in the Platform — including its software, AI models, frameworks, advisor personas, methodologies, interfaces, branding, and the Inloop Runway product — is and remains the exclusive property of inloop.studio. No licence to Platform IP is granted beyond what is strictly necessary to use the Platform in accordance with these Terms.

9.2 Studio Instance and Inloop Runway Licence

(a) Facilitators who are granted a licence to deploy Inloop Runway as a self-hosted Studio Instance do so under a separate Inloop Runway Software Licence ("IRSL"), the current version of which is published at inloop.studio/runway/license. The IRSL governs the use of the Studio Instance and is incorporated into these Terms by reference.

(b) A Facilitator's white-labelled Studio Instance — comprising the Facilitator's proprietary AI agents, deal rooms, CRM, and End Client deliverables configured within that instance — constitutes the intellectual property of the Facilitator. inloop.studio does not claim ownership over a Facilitator's End Client deliverables or their self-hosted Studio Instance content. However, the underlying Inloop Runway software, methods, and frameworks embedded in that instance remain the exclusive property of inloop.studio.

9.3 Inloop Runway Attribution

All Studio Instance deployments and associated public-facing pages must display the designation "Powered By Inloop Runway" accompanied by a hyperlink to inloop.studio/runway, unless inloop.studio has granted a written exemption.

9.4 User Content Ownership

As between inloop.studio and the User, Users retain ownership of Content they upload to or create on the Platform. These Terms do not transfer Content ownership to inloop.studio.

9.5 Licence Grant to inloop.studio

By using the Platform, the User grants inloop.studio a non-exclusive, worldwide, royalty-free licence to access, store, process, and use Content solely to:

(a) provide and operate the Platform;
(b) maintain, improve, and develop the Platform (in anonymised or aggregated form only);
(c) comply with applicable law;
(d) exercise its rights under these Terms, including enforcement of payment obligations.

9.6 Aggregated Data

The inloop.studio may collect, analyse, and use aggregated, de-identified data derived from Platform usage to improve its services, develop product features, and publish general insights. Such data will not identify any individual User or their End Clients.

9.7 Data on Account Termination

Upon termination of an Account (other than for payment default, which is governed by Clause 7), inloop.studio will make Content available for export for a period of 30 days following termination. After that period, inloop.studio may delete Content with no further obligation. On termination, a Facilitator must promptly deliver to inloop.studio any Work Product, materials, or assets paid for by inloop.studio that are in the Facilitator's possession.

10. Brand Compliance and Approved Titles

10.1 Brand Guidelines

Facilitators agree to follow inloop.studio's brand guidelines when representing the Platform or their Studio Instance. Deviations from brand guidelines require prior written approval from inloop.studio.

10.2 Approved Titles

When representing inloop.studio professionally, Active Facilitators and their employees may use only the following approved titles:

Advisory Partner, inloop.studio
Operating Partner, inloop.studio
Principal, inloop.studio

The specific approved title is confirmed at commencement of the Partnership Agreement or amended in writing. Facilitators must not use titles that suggest employment, ownership, or executive authority at inloop.studio (including but not limited to Director, Managing Partner, or Co-Founder) without prior written approval from inloop.studio.

10.3 Cessation of Title Use

Upon termination of a Facilitator's Account or Partnership Agreement for any reason, the Facilitator and all affiliated individuals must immediately cease all use of inloop.studio titles, branding, and any representation of association with inloop.studio.

10.4 Marketing Materials

Facilitators may reference their partnership with inloop.studio in their own marketing materials, subject to compliance with brand guidelines and prior written approval from inloop.studio.

11. Independent Status and Tax Obligations

11.1 No Employment Relationship. Facilitators operate as independent contractors and Studio Owners. Nothing in these Terms or any Partnership Agreement creates an employer-employee relationship, partnership, agency, or joint venture between inloop.studio and a Facilitator. Facilitators are not entitled to any benefits, insurance, or entitlements that inloop.studio provides to its employees.

11.2 No Authority to Bind. Facilitators have no authority to enter into contracts on behalf of inloop.studio, make representations on inloop.studio's behalf, or bind inloop.studio in any manner, except as expressly authorised in writing by inloop.studio.

11.3 Tax Responsibility. Facilitators are solely responsible for all income taxes, GST, withholding taxes, levies, and other charges imposed on them by any governmental authority in connection with their business activities. Facilitators must comply with all applicable tax laws in their jurisdiction of tax residency.

12. Non-Compete

12.1 Restriction. During the term of a Facilitator's engagement with inloop.studio and for 12 months following termination of their Account or Partnership Agreement, the Facilitator shall not, directly or indirectly:

(a) engage in any activity that competes with inloop.studio in areas directly related to the work performed under the Partnership Agreement;
(b) solicit or provide substantially similar services to inloop.studio's known clients or active prospects where doing so would involve a conflict of interest or the use of inloop.studio's Confidential Information.

12.2 Reasonableness. The Facilitator acknowledges these restrictions are reasonable and necessary to protect inloop.studio's legitimate business interests. If any provision of this Clause is found unenforceable by a court, it shall be modified to the maximum extent permissible, and the remainder of these Terms continues in full force.

13. Referral Programme

13.1 Supply-Side Referrals. A Facilitator who introduces a new Facilitator to inloop.studio may earn a referral bonus as set out in the applicable Partnership Agreement, provided the referred party signs up at full published pricing with no discounts applied.

13.2 Demand-Side Referrals. A Facilitator who introduces an End Client that results in a direct contract for inloop.studio may earn a referral fee as set out in the applicable Partnership Agreement, subject to the caps and conditions defined therein.

13.3 Referral fees are not payable where the referred party or End Client was already known to inloop.studio at the time of introduction. All referral arrangements must be documented in writing before any introduction is made. Verbal referral agreements are not binding on inloop.studio.

14. Acceptable Use

14.1 Users must not use the Platform to:

(a) violate any applicable law or regulation, including Singapore law and any applicable data protection laws including the Singapore Personal Data Protection Act 2012 (PDPA);
(b) infringe the intellectual property rights of any third party;
(c) transmit unlawful, defamatory, fraudulent, or harmful Content;
(d) attempt to reverse-engineer, copy, or replicate any part of the Platform or Inloop Runway;
(e) resell, sublicense, or commercialise Platform access without inloop.studio's prior written consent;
(f) use the Platform in a way that places unreasonable load on the infrastructure or disrupts other Users.

14.2 Facilitators must ensure their End Clients comply with this Clause. Facilitators are liable for their End Clients' violations.

15. Confidentiality

15.1 Definition. "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Platform, including trade secrets, client information, business and marketing plans, technology, product designs, source code, pricing, and any information a reasonable person would understand to be confidential.

15.2 Obligations. Each party shall: (a) use Confidential Information solely for the purposes of performing under these Terms; (b) not disclose Confidential Information to any third party without prior written consent; (c) maintain Confidential Information in strict confidence; (d) apply appropriate cybersecurity practices to prevent unauthorised access; and (e) co-operate fully in any investigation following a reported data breach.

15.3 inloop.studio Confidential Information. Facilitators specifically acknowledge that inloop.studio's platform architecture, source code, AI model configurations, pricing, methods, frameworks, client lists, and system design are Confidential Information of inloop.studio.

15.4 Facilitator and End Client Confidential Information. inloop.studio acknowledges that business information shared by Facilitators and their End Clients during use of the Platform is confidential and will not be disclosed to third parties except as required by law or expressly permitted under these Terms.

15.5 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully in the receiving party's possession before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and co-operates to limit disclosure.

16. Limitation of Liability

16.1 To the maximum extent permitted by applicable law:

(a) inloop.studio's total aggregate liability to any User for all claims arising under or in connection with these Terms shall not exceed the total Subscription Fees paid by that User in the three (3) calendar months immediately preceding the event giving rise to the claim;

(b) inloop.studio shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business, or loss of goodwill, even if advised of the possibility of such damages;

(c) inloop.studio shall not be liable for any loss arising from: (i) the acts or omissions of a Facilitator in relation to their End Clients; (ii) reliance on AI-generated outputs; (iii) suspension or termination of an Account in accordance with these Terms; (iv) a Facilitator's failure to remit Revenue Share or taxes.

16.2 Promoter Liability. The Promoters of INLOOP.STUDIO PTE LTD act solely in their capacity as directors and shareholders of the company. No Promoter shall have personal liability to any User in connection with the Platform or these Terms. All claims must be brought against INLOOP.STUDIO PTE LTD as the contracting entity.

17. Indemnification

17.1 Each User agrees to indemnify, defend, and hold harmless inloop.studio, its Promoters, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

(a) the User's breach of these Terms or any applicable Partnership Agreement;
(b) the User's Content or use of the Platform;
(c) a Facilitator's consulting engagement with their End Clients, including any claim brought by an End Client;
(d) the Facilitator's failure to comply with applicable tax, employment, or regulatory obligations;
(e) any claim by an End Client against inloop.studio arising from a Facilitator's actions or omissions.

18. Termination

18.1 By Facilitator. A Facilitator may terminate their subscription through the online platform at app.inloop.studio or by providing 30 days' written notice to inloop.studio. No refund will be issued for the remaining unused portion of the current subscription period.

18.2 By inloop.studio. inloop.studio may terminate any Account:

(a) immediately, for payment default, failure to meet onboarding standards, material breach of these Terms, or conduct that inloop.studio considers harmful to the Platform or other Users;
(b) on 30 days' written notice, for any other reason at inloop.studio's discretion.

18.3 Effect of Termination. On termination:

(a) all licences granted to the User cease immediately;
(b) the Facilitator must immediately cease using all inloop.studio titles, branding, and Platform access;
(c) the Facilitator must deliver to inloop.studio all Work Product and materials paid for by inloop.studio that are in the Facilitator's possession;
(d) outstanding Revenue Share and fees remain due and payable.

18.4 Survival. Clauses 9.1, 12, 15, 16, 17, and 20 survive termination of these Terms for any reason.

19. Modifications to Terms

19.1 inloop.studio may update these Terms at any time. Material changes will be communicated to registered Users by email or via the Platform with at least 14 days' notice.

19.2 Continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms. If a User does not accept the revised Terms, their sole remedy is to terminate their Account before the effective date.

20. Governing Law and Dispute Resolution

20.1 These Terms are governed exclusively by the laws of the Republic of Singapore.

20.2 The parties shall first attempt to resolve any dispute through good-faith negotiation. If not resolved within 30 days, the dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC), with a sole arbitrator, conducted in English.

20.3 Nothing in this Clause prevents either party from seeking urgent injunctive or interim relief from the courts of Singapore.

21. General

21.1 Entire Agreement. These Terms, together with any applicable Partnership Agreement, SOW, pricing schedule, and the IRSL (where applicable), constitute the entire agreement between the parties regarding the Platform and supersede all prior representations and agreements.

21.2 Severability. If any provision is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions continue in full force.

21.3 No Waiver. Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.

21.4 Assignment. Users may not assign or transfer any rights or obligations under these Terms without inloop.studio's prior written consent. inloop.studio may assign these Terms without restriction in connection with a merger, acquisition, or sale of assets.

21.5 Force Majeure. inloop.studio is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control.

21.6 Notices. Notices to inloop.studio must be sent to help@inloop.studio. Notices to Users will be sent to the email address registered on their Account.

21.7 Amendments. No modification to these Terms is valid unless made in accordance with Clause 19. No modification to a Partnership Agreement or SOW is valid unless in writing and signed by both parties.

22. Contact

INLOOP.STUDIO PTE LTD
Singapore
Email: help@inloop.studio
Website: inloop.studio