Loupe Terms of Service

Effective: February 1, 2022
1. Your Agreement to Loupe’s Terms of Service.

PLEASE READ THESE TERMS OF SERVICE. This is a binding contract. Welcome to products and services owned and operated by Loupe Tech, Inc. (with its affiliates, “Loupe”) consisting of software applications, the website available at http://www.LoupeTheApp.com, or any other products or services offered by Loupe. 

Loupe is a marketplace that allows users to offer, sell and buy products in a variety of pricing formats and locations. The actual contract for sale is directly between the seller and buyer.

When using Loupe, you will be subject to Loupe’s Privacy Policy

The Terms of Service apply whether you are a user that registers an account with Loupe or an unregistered user. You agree that by registering, downloading, accessing or using Loupe, you are entering into a legally binding agreement between you and Loupe. You acknowledge that you have read, understood, and agree to be bound by these Terms of Service. 

When using or opening an account with Loupe on behalf of a company, entity, or organization (collectively, “Organization”), you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind that organization to these Terms of Service and (ii) agree to these Terms of Service on behalf of such Organization.

YOU MUST BE AT LEAST 13 YEARS OF AGE TO ACCESS AND VIEW THE SERVICE. IF YOU ARE 13 YEARS OR YOUNGER, DO NOT USE THIS SERVICE FOR ANY PURPOSE AS IT IS NOT INTENDED FOR USE BY CHILDREN WITHOUT PARENTAL CONSENT AND PERMISSION.

2. Use of Loupe by Minors and Blocked Persons

In consideration of your use of Loupe, you represent that you are of legal age to form a binding contract, which is eighteen (18) years of age in the United States, and are not a person barred from receiving Loupe under the laws of the United States or other applicable jurisdiction. If you are under 18 but over 13, parental consent is required to establish an account and your parents must accept to be bound by these Terms of Service on your behalf. 

By downloading, installing, or using Loupe’s services you represent that you are of the age of legal majority or that you are over 13 and have parental consent to use Loupe by a Parent that agrees to be bound by these Terms of Service and have parental supervision while using Loupe. You are not allowed to download, install, or use Loupe’s services if you have previously been removed from or prohibited from receiving Loupe. 

3. Privacy Policy

Your privacy is important to Loupe. Please see our Privacy Policy for information relating to how we collect, use, and disclose your personal information.

4. Account
a. Credentials

In order to open an account on Loupe, you will be asked to provide us with certain information such as an account name and password.

You are solely responsible for maintaining the confidentiality of your account and password, for restricting access to your computer, and for all activities that occur under your account or password. Please make sure the information you provide to Loupe upon registration and at all other times is true, accurate, current, and complete to the best of your knowledge.

b. Third Party Accounts

Loupe may permit you to register for and log on to Loupe via certain third party services. The third party’s collection, use and disclosure of your information will be subject to that third party service’s privacy policy. Further information about how Loupe collects, uses and discloses your personal information when you link your Loupe account and with your account on any third party service can be found in our Privacy Policy.

5. Use of Devices and Services

Access to Loupe may require the use of your personal computer or mobile device, as well as communications with or use of space on such devices. You are responsible for any Internet connection or mobile fees and charges that you incur when accessing Loupe.

6. Modification of these Terms of Service

Loupe may amend any of the terms of these Terms of Service by posting the terms. Your continued use of Loupe after the effective date of the revised Terms of Service constitutes your acceptance of the terms.

7. License

Unless otherwise indicated, all content, information, and other materials on Loupe (excluding User Content, set out in Section 8 below), including, without limitation, Loupe’s trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual property and proprietary rights and laws. By agreeing to these Terms of Service you are granted a limited, non-sublicensable license (i.e. a personal and limited right) to access and use Loupe for your personal use or internal business use only.

Loupe reserves all rights not expressly granted in these Terms of Service. This license is subject to these Terms of Service and does not permit you to engage in any of the following: (a) resale or commercial use of Loupe or the Materials; (b) distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the Loupe or the Materials, or any portion of them; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (except page caching) of any portion of Loupe, the Materials, or any information contained in them, except as expressly permitted on Loupes; or (f) any use of Loupe or the Materials except for their intended purposes. Any use of Loupe or the Materials except as specifically authorized in these Terms of Service, without the prior written permission of Loupe, is strictly prohibited and may violate intellectual property rights or other laws.

8. User Content

Loupe allows users to distribute streaming live and pre-recorded audio-visual works, to use services, such as chat, public forums, voice interactive services, and to participate in other activities in which you may create, post, transmit, or store content, messages, text, sound, images, or other data or materials on Loupe (“User Content”).

There is zero tolerance for any creator who abuses our video tools to post objectionable content to Loupe.

a. License to Loupe

(i) Unless otherwise agreed to in a written agreement between you and Loupe that was signed by an authorized representative of Loupe, if you submit, transmit, display, perform, post or store User Content using Loupe, you grant Loupe and its sublicensees, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully sub-licenseable, nonexclusive, and royalty-free right to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (including without limitation for promoting and redistributing part or all of the Loupe Services (and derivative works thereof)) in any form, format, media or media channels now known or later developed or discovered; and (b) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with such User Content. Should such User Content contain the name, identity, likeness and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that Loupe and its sub-licensees are allowed to use them to the extent indicated in these Terms of Service.

(ii) With respect to streaming live and pre-recorded audio-visual works, the rights granted by you hereunder terminate once you delete such User Content from the Loupe Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Loupe Services and others copied or stored portions of the User Content (e.g., made a Clip); (b) Loupe used it for promotional purposes; and (c) for the reasonable time it takes to remove from backup and other systems.

b. User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing it. You represent, and warrant that: (1) you are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) defame any other person; (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your User Content specifically does not contain any pre-release or non-public beta software or game content or any confidential information of Loupe or third parties. Loupe reserves all rights and remedies against any users who breach these representations and warranties.

c. Content is Uploaded at Your Own Risk

THE SECURITY MEASURES TO PROTECT USER CONTENT USED BY LOUPE HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES, CONDITIONS, ASSURANCES OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.

d. Promotions

Users may promote, administer, or conduct a promotion (a contest or sweepstakes) on, through or utilizing Loupe (a “ Promotion ”). If you choose to promote, administer or conduct a Promotion, you must adhere to the following rules: (i) You may carry out Promotions to the extent permitted by applicable law and you are solely responsible for ensuring that any Promotions comply with any and all applicable laws, obligations, and restrictions. (ii) You will be classified as the promoter of your Promotion in the applicable jurisdiction(s) and you will be solely responsible for all aspects of and expenses related to your Promotion, including, without limitation, the execution, administration, and operation of the Promotion; drafting and posting any official rules; selecting winners; issuing prizes; and obtaining all necessary third-party permissions and approvals, including, without limitation, filing any and all necessary registrations and bonds. Loupe has the right to remove your Promotion from Loupe if Loupe reasonably believes that your Promotion does not comply with the Terms of Service or applicable law. (iii) Loupe is not responsible for and does not endorse or support any such Promotions. You may not indicate that Loupe is a sponsor or co-sponsor of the Promotion. (iv) You will display or read out the following when a Promotion is connection with your Promotion: “This is a promotion by [Your Name]. Loupe does not sponsor or endorse [Your Name]’s promotion and is not responsible for this promotion”.

e. Endorsements/Testimonials

You agree that your User Content will comply with the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising, the FTC’s .com Disclosures Guide , the FTC’s Native Advertising Guidelines, and any other guidelines issued by the FTC from time to time (“FTC Guidelines”), as well as any other advertising guidelines required under applicable law. 

9. Prohibited Conduct

YOU AGREE NOT TO violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while on Loupe. You agree that you will comply with these Terms of Service and Loupe's Community Guidelines and will not:

  • post, list or upload content or items in inappropriate categories or areas on our sites;

  • breach or circumvent any laws, regulations, third-party rights or our systems, policies, or determinations of your account status;

  • use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools, or are a person with whom transactions are prohibited under economic or trade sanctions;

  • fail to pay for items purchased by you, unless you have a valid reason as set out in a Loupe policy, for example, the seller has materially changed the item after you paid for it, a clear typographical error is made, or you cannot contact the seller.

  • fail to deliver items sold by you, unless you have a valid reason as set out in a Loupe policy, for example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;

  • post false, inaccurate, misleading, deceptive, defamatory, or libelous content;

  • transfer your Loupe account (including Feedback) and user ID to another party without our consent;

  • distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

  • distribute viruses or any other technologies that may harm Loupe or the interests or property of users;

  • use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Loupe;

  • interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;

  • export or re-export any Loupe application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;

  • infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to Loupe. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Loupe or someone else;

  • infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you;

  • commercialize any Loupe application or any information or software associated with such application, except with the prior express permission of Loupe;

  • harvest or otherwise collect information about users without their consent; or

  • circumvent any technical measures used to provide the Services.

Loupe takes no responsibility and assumes no liability for any User Content or for any loss or damage resulting therefrom, nor is Loupe liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter when using the Loupe Services. Your use of the Loupe Services is at your own risk. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Loupe Services will not contain any content that is prohibited by such rules.

Loupe is not liable for any statements or representations included in User Content. Loupe does not endorse any User Content, opinion, recommendation, or advice expressed therein, and Loupe expressly disclaims any and all liability in connection with User Content. To the fullest extent permitted by applicable law, Loupe reserves the right to remove, screen or edit any User Content posted or stored on the Loupe Services at any time and without notice, including where such User Content violates these Terms of Service or applicable law, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Loupe Services at your sole cost and expense. Any use of the Loupe Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Loupe Services.

Loupe respects the intellectual property of others and follows the requirements set forth in the Digital Millennium Copyright Act (“DMCA”) and other applicable laws. If you are a copyright owner or agent thereof and believe that content posted on the Loupe Services infringes upon your copyright, please submit a notice following our DMCA Guidelines, which include further information about our policies, what to include in your notice, and where to submit your notice.

11. Trademarks

LOUPE, the Loupe logos, and any other product or service name, logo, or slogan used by Loupe, and the look and feel of the Loupe product and services, including all page headers, custom graphics, button icons and scripts, are trademarks or trade dress of Loupe, and may not be used in whole or in part in connection with any product or service that is not Loupe’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Loupe, without our prior written permission. Any use of these trademarks must be in accordance with any guidelines that Loupe may provide you from time to time.

12. Terms of Sale

Products and services may be made available to you by Loupe or its Affiliates. By purchasing products or services through Loupe that link to these Terms of Sale (“Ancillary Products and Services”), you signify that you have read, understand, and agree to be bound by the Terms of Sale in effect at the time of purchase (“Terms of Sale”).

These Terms of Sale are subject to change without prior written notice, in Loupe’s sole discretion. If Loupe changes these Terms of Sale, and we provide notice, we may do so by sending an email or posting a notice on Loupe. Please check these Terms of Sale periodically for those changes. Any modified terms will apply to any purchase made after such changes are posted on Loupe. Therefore, you should review these Terms of Sale prior to each purchase so you will understand the terms applicable to such transaction. If you do not agree to these Terms of Sale, do not make any purchases on the Loupe Services.

PLEASE READ THESE TERMS OF SALE AND THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Purchase Qualifications; Account Security

To make a purchase on Loupe, you must be a registered Loupe user and comply with these Terms of Sale and the Terms of Service. You acknowledge that you are responsible for maintaining the security of, and restricting access to your account and password, and you agree to accept responsibility for all purchases and other activities that occur under your account. Loupe sells its Ancillary Products and Services only to those users who can legally make purchases with a credit card. If you are between the ages of 13 and 18 (or the legal age of majority in your state of residence), you may make purchases on the Loupe Services only with the permission of a parent or guardian. Loupe reserves the right to refuse or cancel orders or terminate accounts at any time in its sole discretion.

ALL SALES ARE FINAL ONCE THE ITEM IS DELIVERED, AND NO REFUND REQUESTS WILL BE HONORED REGARDLESS OF THE CURRENT VALUE OF THE ITEM. If you experience a problem with your purchase or an item, please contact us at support@loupetheapp.com. If there is a problem with an item you received, you must contact us in writing within 3 days after receiving the item with a detailed description of the problem.

Subscription Service Terms

Loupe may offer certain Ancillary Products and Services in connection with the Loupe Services on a subscription basis with recurring payments (“Subscription Services”) as disclosed to you when you subscribe to any Subscription Services. Subscription Services may renew automatically, and you agree that we are authorized to charge you for payment on a recurring basis prior to each renewal. You agree that your Subscription Service will renew continuously until you cancel it. Loupe reserves the right to discontinue or modify any subscription fee payment option. If we discontinue or modify a subscription payment option, we will provide notice of such discontinuance or modification by email or through the Loupe Services in advance of the next billing date. If you are signing up under any promotional subscription fee, some additional restrictions may apply. These restrictions, if any, will be provided to you before you sign up for the applicable Subscription Service that is subject to the promotion.

You are responsible for all charges incurred under your account. Loupe reserves the right to deactivate Subscription Services to your account if payment is past due, regardless of the dollar amount.

Subscription Service – Automatic Payments

If you choose a Subscription Service (including any pre-paid subscription option, gift subscription, or channel subscription that reverts to a monthly payment plan at the expiration of the pre-paid period), you hereby grant Loupe permission to automatically charge the subscription fee to your chosen payment method at the beginning of each applicable payment period until you cancel the Subscription Service. Your access, or the gift recipient’s access, to the Subscription Services will not be established until Loupe has verified that the credit card or other payment information you provide Loupe for payment is accurate and that your payment method account is in good standing.

You further agree that Loupe may charge any other applicable fees for the Loupe Services or Ancillary Products and Services, if disclosed to you in connection with your purchase, to your payment method, including any early termination fee.

You are required to keep your billing information current, complete, and accurate (for example, if you move, be sure to update your billing address, and if you get a new credit/debit card, make sure you update the card number and/or expiration date) and notify Loupe if your selected payment method is cancelled (e.g., for loss or theft).

Loupe reserves the right to suspend or terminate your access to any Subscription Service that is a part of the Loupe Services without notice upon rejection of any charges or if your payment method (or its agent or affiliate) seeks return of payments previously made to Loupe when Loupe believes you are liable for the charges.

Cancellation of Subscription Services

You may cancel your Subscription Service at any time by selecting the “Do Not Renew” option under your subscription settings. Loupe may cancel your Subscription Service by giving you notice by email or through Loupe.

Either party’s cancellation under the prior paragraph is effective at the end of the current payment period and your Subscription Services will continue until the end of the current payment period. You will not receive a refund for the payment period in which you submit your cancellation.

Loupe reserves the right to deactivate any User for any reason or no reason. 

Refund Policy

When you make a purchase on Loupe you have immediate ownership to the products you have purchased. Accordingly, except as detailed in these Terms of Sale, to the extent permitted by applicable law, cancellations are not permitted after a purchase, and we do not offer any refunds or credits, including, without limitation, fees for Subscription Services. Loupe reserves the right to modify this refund policy as set forth below at any time.

Unless otherwise specified in these Terms of Sale or required under the applicable law in your jurisdiction, games, in-game items, and other digital goods are not returnable after purchase, included those purchased in third-party Extensions.

Payment Method and Terms

We accept payment through Apple Pay, major credit cards, certain debit cards, PayPal, and/or such other payment methods we may make available to you from time-to-time through our site (“Payment Methods”). You are subject to all terms and conditions of the Payment Method you choose. By submitting an order through Loupe, you represent and warrant that you are authorized to use the designated Payment Method and authorize Loupe, or its designated payment processor, to charge the Payment Method you specify for the purchase amount, including all taxes and fees. All payments are to be made in United States Dollars, except where other currencies are offered via the Payment Methods made available by Loupe.

PLEASE NOTE: Our payment processing partners may request that you provide certain personal data (e.g., a valid government-issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with applicable international, national, federal, state, and local laws and regulations. They may also communicate directly with you regarding any issues with a payment.

If a purchase has been declined online due to issues with your Payment Method, we may suspend or cancel your order automatically. You are responsible for resolving any problem we encounter in order to proceed with your purchase. If the transaction is not accepted online, please contact customer support via the email address made available to you in connection with the purchase. For purchases on the Loupe.tv service, you may use support@loupetheapp.com.

Loupe may impose an additional transaction fee based on transactions associated with the Loupe Services, including a transaction fee applied to purchases from third parties. Such transaction fee will be disclosed to you prior to your consummation of the relevant transaction.

Third-Party Terms

Your purchase and enjoyment of Ancillary Products and Services may be subject to additional third-party legal terms. For example, we may make available end user license agreements of third-party game developers and publishers with respect to the sale of digital games and in-game content on the Loupe Services. You are bound by such third-party legal terms, and we encourage you to read them.

Service Descriptions and Availability, Errors

Loupe and its suppliers and licensors continually upgrade and revise Loupe to provide you with new Products and Services. Loupe may revise, discontinue, or modify Products and Services at any time without prior notice to you, and Products and Services may become unavailable without notice. Loupe shall have no liability of any kind if a Product or Service that has been ordered is unavailable. If necessary, Loupe reserves the right to cancel an order. 

We attempt to be as accurate as possible and eliminate errors on Loupe; however, we do not warrant that any Ancillary Products and Services or description, photograph, pricing, or other information of a product, service, or content is accurate, complete, reliable, current, or error-free. In the event of an error, whether on the Loupe Services, in an order confirmation, in processing an order, delivering an Ancillary Product or Service, or otherwise, we reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any amount charged. In addition, we may, in lieu of a refund as provided in this paragraph, opt to provide you with a service credit, with a value equal to the amount charged to your payment method. Loupe reserves the right to determine and modify from time to time the exact nature of any such service credit, including conversion into one or more different types of Ancillary Products and Services credits. Your sole remedy in the event of an error is to cancel your order and obtain a refund or credit as set forth above.

Taxes

You are responsible for any applicable national, state, or local sales or use taxes, value added taxes (“VAT”) or similar taxes or fees payable in connection with your purchase of any products, services, or content for yourself or as a gift. As the purchaser of a subscription or digital good for another party as a gift, taxes, or other fees on that transaction will be calculated based on your country of residence. If you do not pay such sales or other tax or fee on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and Loupe reserves the right to collect such taxes or other fees from you at any time.

Miscellaneous

Loupe Interactive, Inc. is the seller of record of Ancillary Products and Services unless otherwise disclosed in connection with a particular Ancillary Product or Service.

These Terms of Sale and the Terms of Service constitute the entire agreement between you and Loupe regarding your purchases of Ancillary Products and Services and your use of those purchases on the Loupe Services, superseding any prior agreements between you and Loupe relating to such purchases. In the event of a conflict between these Terms of Sale and the Terms of Service, the Terms of Sale shall be controlling.

Questions

For more information please contact Support@LoupeTheApp.com.

13. Idea Submission

By submitting ideas, suggestions, documents, and/or proposals (“Submissions”) to Loupe or its employees, you acknowledge and agree that Loupe shall be entitled to use or disclose such Submissions for any purpose in any way without providing compensation or credit to you.

14. Termination

To the fullest extent permitted by applicable law, Loupe reserves the right, without notice and in our sole discretion, to terminate your license to use the Loupe Services (including to post User Content), and to block or prevent your future access to and use of the Loupe Services, including where we reasonably consider that: (a) your use of the Loupe Services violates these Terms of Service or applicable law; (b) you fraudulently use or misuse the Loupe Services; or (c) we are unable to continue providing the Loupe Services to you due to technical or legitimate business reasons. This includes the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions, Loupe Prime or Turbo accounts. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with (i) the Loupe Services, (ii) any term of these Terms of Service, (iii) any policy or practice of Loupe in operating the Loupe, or (iv) any content or information transmitted through Loupe, is to terminate your account and to discontinue use of any and all parts of Loupe.

15. Disputes
a. Indemnification

You agree to indemnify, defend, and hold harmless Loupe, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Loupe Services, any User Content you post, store or otherwise transmit in or through the Loupe Services, your violation of the rights of any third party, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. Loupe reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Loupe, and you agree to cooperate with Loupe’s defense of these claims. Loupe will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. The foregoing indemnity includes, without limitation, any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your Promotions or User Content.

b. Disclaimers; No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE Loupe SERVICES AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY Loupe; (B) LOUPE, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS (“Loupe PARTIES”) DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE Loupe SERVICES, INCLUDING ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN; (C) LOUPE DOES NOT REPRESENT OR WARRANT THAT CONTENT OR MATERIALS ON THE LOUPE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (D) LOUPE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) WHILE LOUPE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE LOUPE SERVICES SAFE, LOUPE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE LOUPE SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOUPE OR THROUGH THE LOUPE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 15, THE TERM “LOUPE” INCLUDES LOUPE’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

c. Limitation of Liability and Damages

(i) Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL LOUPE OR THE LOUPE PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE LOUPE SERVICES, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM LOUPE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LOUPE’S RECORDS, PROGRAMS OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LOUPE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE LOUPE SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE LOUPE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

(ii) Reference Sites.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN LOUPE AND RECEIVED THROUGH OR ADVERTISED ON THE LOUPE SERVICES OR RECEIVED THROUGH ANY REFERENCE SITES.

(iii) Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE THAT LOUPE HAS OFFERED THE LOUPE SERVICES, USER CONTENT, MATERIALS AND OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LOUPE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND LOUPE. LOUPE WOULD NOT BE ABLE TO PROVIDE THE LOUPE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

d. Applicable Law and Venue

(i) To the fullest extent permitted by applicable law, you and Loupe agree that if you are a Subscribing Organization or a consumer resident of a jurisdiction other than those in (ii) below, the following governing law and arbitration provision applies:

PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH LOUPE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LOUPE.

You and Loupe agree to arbitrate any dispute arising from these Terms of Service or your use of the Loupe Services, except that you and Loupe are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Loupe agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Loupe shall be sent to Loupe Tech, Inc, Attn: Legal, 1231 S Hill St, #150, Los Angeles, CA 90015. You and Loupe further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Los Angeles County, California; that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS; and that the state or federal courts in Los Angeles County, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of California and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Loupe will not commence against the other a class action, class arbitration or other representative action or proceeding.

(ii) If you are a resident in any jurisdiction in which the provision in the section above is found to be unenforceable, then the following shall apply:

Any disputes, claims or causes of action arising out of or in connection with these Terms of Service will be governed by and construed under the laws of the jurisdiction of your residence. 

Any disputes, claims or causes of action arising out of or in connection with these Terms of Service shall be resolved by competent civil courts within your jurisdiction of residence.

e. Claims

YOU AND LOUPE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE LOUPE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

16. Miscellaneous
a. Waiver

If we fail to exercise or enforce any right or provision of these Terms of Service, it will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the relevant party.

b. Severability

If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

c. Entire Agreement.

The Terms of Service, together the Privacy Policy is the entire agreement between you and Loupe relating to the subject matter herein and will not be modified except in writing, signed or otherwise agreed to by both parties, or by a change to these Terms of Service made by Loupe.