Loup User Agreement
Effective Date: 11-24-2014
Last Updated Date: 11-24-2014
Welcome to Loup! THIS USER AGREEMENT ("AGREEMENT") IS A BINDING, CONTRACTUAL AGREEMENT BETWEEN YOU AND LOUP, INC, ITS AFFILIATES OR AGENTS ("LOUP") AND APPLIES TO YOUR USE OF (I) LOUP'S PROPRIETARY SOFTWARE APPLICATION FOR MOBILE DEVICES, INCLUDING ALL ENHANCEMENTS, VERSIONS, AND MODIFICATIONS TO THE FOREGOING (THE "APPLICATION"); AND (II) THE RELATED SERVICES PROVIDED BY LOUP THROUGH THE APPLICATION ("SERVICES").
LOUP DOES NOT PROVIDE TRANSPORTATION SERVICES AND IS NOT A TRANSPORTATION CARRIER. IT IS UP TO THE THIRD PARTY TRANSPORTATION PROVIDERS, DRIVER OR VEHICLE
OPERATOR TO OFFER TRANSPORTATION SERVICES WHICH MAY BE SCHEDULED THROUGH
USE OF THE APPLICATION OR SERVICES. LOUP OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH THIRD PARTY TRANSPORTATION SERVICES, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES PROVIDED TO YOU BY SUCH THIRD PARTIES. This Agreement can feel like a legal document because, well, it is a legal document. If you're going to use our Application and/or Services, we recommend you read it, maybe even twice, because we want you to gain comfort and confidence in the agreement (and we know you are looking for some reading material to put you to sleep). As an aside, some of the terms that follow may be in bold or all caps (or both). This means that it
is really important (well, that's what we took away from the longer explanation our lawyers gave us). So
BY CLICKING THE BUTTON BELOW LABELED "YES, I AGREE," BY INSTALLING OR USING THE APPLICATION, OR BY ACCESSING OR USING THE SERVICES, YOU: (1) ACKNOWLEDGE THAT
YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (2)
REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT; AND (3) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, ON BEHALF OF THAT COMPANY AND TO BIND SUCH COMPANY TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST CLICK THE BUTTON LABELED "NO, I DO NOT AGREE," IN WHICH CASE YOU WILL NOT BE PERMITTED TO USE THE APPLICATION OR TO ACCESS OR USE THE SERVICES. YOUR CLICKING ON THE "YES, I AGREE" BUTTON CONSTITUTES YOUR ELECTRONIC SIGNATURE ON THIS AGREEMENT AND YOUR CONSENT TO EXECUTE THIS AGREEMENT ELECTRONICALLY.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY LOUP IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Loup will make a new copy of the Agreement available in the Application. We will also update the "Last Updated" date at the top of this Agreement.
Loup may require you to provide consent to the updated Agreement in a specified manner before further
use of the Application or the Services is permitted.
Use of the Services and Loup Materials. The Application and the information and content
available in the Services (as defined below) (collectively, the "Loup Materials") are protected by
copyright laws throughout the world and subject to other intellectual property and proprietary rights and laws. Subject to this Agreement, Loup grants you a limited license to reproduce portions of the Loup Materials for your internal use. Unless otherwise specified by Loup in a separate license, your right to use any Loup Materials that you access or download through the Application or the Services is subject to this Agreement.
- Services. This section applies only to users receiving Transportation Services (and not to any drivers associated with a Transportation Provider). If you are associated with a Transportation Provider, your provision of Transportation Services is addressed in such Transportation Provider's agreement with Loup.
- Our Role. Our Application and Services are designed to assist you in determining the
availability of transportation services and to make legitimate requests, payments and to otherwise
transact business with transportation providers (such services, "Transportation Services" and the providers, "Transportation Providers"). This Agreement, together with any additional terms on the Application or Services, shall govern any ride request you make through the Services for Transportation Services (such ride request, a "Ride Request"). You agree not to circumvent our Services to obtain Transportation Services from a Transportation Provider outside of our Services.
- Ride Requests. In the unlikely event we or the applicable Transportation Provider cannot
fulfill the Ride Request, we will use commercially reasonable efforts to contact you via the contact information associated with your account at the time of the Ride Request. You understand that a violation of this Agreement may result in cancellation of your Ride Request(s), in your being denied access to any Ride Request, or in your forfeiting any monies paid for such reservation(s) or purchase; you hereby
authorize us to debit your account (via the method of payment associated with your account) for any
costs we incur as a result of such violation. The total cost of the Ride Request will include the fare, gratuity, taxes, wait time fees, tolls, and any other charges that you, or a Transportation Provider submit to Loup. Any information related to the times for Transportation Services (including arrival time of a Transportation Provider) is solely an estimate and provided for your convenience. The actual arrival time is subject to a number of factors outside our control, including the actions of the Transportation Provider, weather and traffic.
- Pricing. Pricing for Transportation Services will vary depending on the service requested,
the time and date of the request, and the city you are located in. Pricing is determined at the time you make the applicable Ride Request. To pay for Transportation Services through our Services, you will need to provide Loup with the payment information necessary to process a Ride Request. By submitting your payment information to us, you authorize us to charge the applicable payment method for your Ride
Request. You represent that you will not use any credit card or other form of payment unless you have all
necessary authorization to do so. Any rates or fees presented to you via the Application or Services prior to your booking your Transportation Services is provided solely for your convenience and may not include additional charges such as taxes and payment fees. You should not rely on these estimates in any way; you will be fully liable for payment of the actual fees assessed by the relevant Transportation Provider each time you book a trip and receive Transportation Services. None of these rates are a guaranteed price bid or a comprehensive price quote. If you change the final destination of your trip, or include stops along the way, a higher fare may apply. All new or additional charges will be presented in detail to you on the e-receipt available via the Services.
- Promotions. From time to time, we may elect to run or otherwise make available
promotional offers, deals and/or codes through Services. We may establish and modify, in our sole
discretion, the terms of such offer and suspend or end such offer at any point, with or without notice to
you. We reserve the right, in our sole discretion, to reject or refuse to honor any special deal or promotional code you submit to, or otherwise attempt to redeem on, the Application or Services. Promotional codes are generally limited to one use per customer. We may post additional terms of a promotion on the Application.
- Cancellation. Ride Requests have specific cancellation windows and you will be charged
if you fail to show and fail to cancel the reservation within the cancellation window. Loup reserves the right to charge you cancellation fees and/or no-show fees. Depending on the Transportation Services
booked and the circumstances of the cancellation or no-show, such fees range from a flat-fee to the full
quoted fare. You hereby authorize any such charges and fees.
- Mobile Application.
- License. Subject to your compliance with this Agreement, Loup grants you a limited non-
exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a mobile device that you own or control and to run such copy of the Application solely to access the Service for your own internal purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service.
- App Stores. You acknowledge and agree that the availability of the Application and the
Services is dependent on the third party from whom you received the Application license, e.g., the Apple
iPhone or Android app stores ("App Store"). You acknowledge that this Agreement is between you and Loup and not with the App Store. Loup, not the App Store, is solely responsible for the Services and Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g. product liability, legal compliance, or intellectual property infringement). In order to use the Application, you must have access to the internet, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application or Services. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third party terms of agreement (e.g., the App Store's terms and policies) when using the Application and the Services (including but not limited to those set forth in Section 2.7). You acknowledge that the App Store (and its subsidiaries) are third
party beneficiaries of this Agreement and will have the right to enforce them.
- Accessing and Download the Application from iTunes. The following applies to any Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) this Agreement is concluded between you
and Loup only, and not Apple, and (ii) Loup, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any
maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any
applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no
other warranty obligation whatsoever with respect to the App Store Sourced Application. As between
Loup and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Loup.
(d) You and Loup acknowledge that, as between Loup and Apple, Apple is not
responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Loup acknowledge that, in the event of any third party claim that the
App Store Sourced Application or your possession and use of that App Store Sourced Application
infringes that third party's intellectual property rights, as between Loup and Apple, Loup, not Apple, will be
solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(f) You and Loup acknowledge and agree that Apple, and Apple's subsidiaries, are
third party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of this Agreement and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
(g) Without limiting any other terms of this Agreement, you must comply with all
applicable third party terms of agreement when using the App Store Sourced Application.
- Open-Source Software. Certain software code incorporated into or distributed with the
Application may be licensed by third parties under various "open-source" or "public-source" software
licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache
License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the "Open Source Software"). Notwithstanding anything to the contrary in this Agreement, the Open Source Software is not licensed under Section 2.1 and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.
- Location Information. When you use our Application, we collect location information
from the GPS functionality on your device. You hereby authorize us and our Services to take such actions and access such data. You can grant or revoke your consent at any time and prevent us from continuing to access your GPS information by changing the settings on your device, but our Services may not function as intended. You hereby authorize the Application to access such components of your mobile
device. You acknowledge and agree that: (a) such information will be made available to Transportation
Providers (if you are a user) or users (if you are a driver associated with a Transportation Provider) when you request Transportation Services; and (b) Loup merely makes this information available upon your request and is not responsible for the correctness of such information and any use of such information by third parties, including Transportation Providers.
- Mobile Communications. By using our Services, you consent to receiving text
messages from us and our otherwise communicating with you via your mobile device. We do not charge for this Service. However, your carrier's standard messaging, data and other rates and fees still apply to any messages you send, our confirmations and all subsequent SMS correspondence and/or transmissions. You should check with your carrier to find out what plans are available and how much they cost. All charges are billed by and payable to your mobile service provider. We will not be liable for any delays in the receipt of any SMS messages as delivery is subject to effective transmission from your
mobile service operator.
- Maps. Certain features of the Services require access to and use of your device's maps
features or other third party maps. Although you may decide whether or not to use these features, any use of those features will be subject to the terms and conditions applicable to such maps and application. By using the Services, and depending on your device's operating system, you may also agree to the Google Maps end-user terms located at http://www.google.com/intl/en_ALL/help/terms_local.html (as may be changed from time to time by Google). It is your sole responsibility to review the terms and conditions that apply to Google Maps before using it; this Agreement does not apply to any activities conducted via the Google Maps site. Likewise, by using Services, you may also agree to the Apple end- user terms located at http://www.apple.com/legal/sla/ (as may be changed from time to time by Apple). It is your sole responsibility to review the terms and conditions that apply to Apple mobile devices before using it.
- Updates. You understand that the Application and the Services are evolving. As a result,
Loup may require you to accept updates to the Application or other software that you have installed on your computer or mobile device. You acknowledge and agree that Loup may update the Application with or without notifying you. You may need to update third party software from time to time in order to receive the Services or use the Application.
- Certain Restrictions. The rights granted to you in this Agreement are subject to the
following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute,
host or otherwise commercially any Loup Materials, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Loup Materials (including images, text, page layout or form) of Loup; (c) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Loup Materials except to the extent the foregoing restrictions are expressly prohibited by applicable law; (d) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Services; (e) access the Loup Materials in order to build a similar or competitive website, application or service; (f) except as expressly stated herein, no part of the Loup Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any
means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings
contained on or in the Loup Materials. Any future release, update or other addition to the Loup Materials shall be subject to this Agreement. Loup, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Application or the Services terminates the licenses granted by Loup pursuant to this Agreement.
- Third Party Materials. As a part of the Loup Materials, you may have access to
materials that are hosted by another party (including the maps referenced in Section 2.7). You agree that
it is impossible for Loup to monitor such materials and that you access these materials at your own risk.
- Registering your Account. You may simply browse the Services, or you may register
with us and create an account ("Account'). You must have an Account to order Transportation Services. In registering for the Services, you agree to (1) provide true, accurate, current and complete information
about yourself as prompted by the Services' registration form (the "Registration Data"); and (2) maintain
and promptly update the Registration Data to keep it true, accurate, current and complete. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Loup Materials or the Services by minors. If you provide any information that is untrue, inaccurate, not current or incomplete, or Loup has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Loup has the right to suspend or terminate your Account and refuse any and all current or future use of the Loup Materials and/or the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf
of someone other than yourself. Loup reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Loup Materials and/or the Services if you have been previously removed by Loup, or if you have been previously banned from the Services.
- Activities Under your Account. You are responsible for all activities that occur under
your Account. You may not share your Account or password with anyone, and you agree to (1) notify
Loup immediately of any unauthorized use of your password or any other breach of security; and (2) exit
from your Account at the end of each session.
- Necessary Equipment and Software. You must provide all equipment and software
necessary to connect to the Loup Materials and the Services, including but not limited to, a mobile device that is suitable to connect with and use the Loup Materials and the Services. You are solely responsible for any fees, including Internet connection or mobile fees that you incur when accessing the Loup Materials and the Services.
- Types of Content. You acknowledge that all information, data, text, software, music,
sound, photographs, graphics, video, messages, and/or other materials accessible through the Application or the Services, whether publicly posted or privately transmitted, including the Loup Materials ("Content"), are the sole responsibility of the party from whom such Content originated. This means that
you, and not Loup, are entirely responsible for all Content that you upload, e-mail, transmit or otherwise
make available ("Make Available") through the Services or the Application ("Your Content"), and other Users of the Services, and not Loup, are similarly responsible for all Content they Make Available through the Services or the Application ("User Content"). Your Content includes Content from a third party that you Make Available on the Services. Basically, make sure you have the right to put Content in the Services before you upload that Content.
- No Obligation to Pre-Screen Content. You acknowledge that Loup has no obligation to
pre-screen Content (including, but not limited to, Your Content and User Content), although Loup reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring and recording. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your
Content, including without limitation chat, text, or voice communications. In the event that Loup pre-
screens, refuses or removes any Content, you acknowledge that Loup will do so for Loup's benefit, not yours. Without limiting the foregoing, Loup shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.
- Loup Materials. Except with respect to Your Content and User Content, you agree that
Loup and its suppliers own all rights, title and interest in the Application, the Services, and the Loup Materials. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Application, the Services, or the Loup Materials.
- Your Content. Loup does not claim ownership of Your Content. However, when you as a
user post or transmit Your Content through the Services, you represent that you own and/or have a
royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license
to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
- Feedback. You agree that submission of any ideas, suggestions, documents, and/or
proposals to Loup through its suggestion, feedback, wiki, forum or similar pages ("Feedback") is at your own risk and that Loup has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Loup a fully paid, royalty-free, perpetual, irrevocable, worldwide, non- exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt,
modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Application and the Services.
- License to Your Content. Subject to any applicable account settings that you select,
you grant Loup a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. To the extent you include personally identifiable information in forums on the Services, we will not be liable for such disclosure.
- Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Services, you hereby expressly permit Loup to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
- Your Account. Notwithstanding anything to the contrary herein, you acknowledge and
agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Loup.
- Your Profile. Any Content posted by you in your profile may not contain nudity, violence,
sexually explicit, or offensive subject matter.
General. In connection with your use of the Services and Loup Materials, you shall not:
- Unauthorized Use or Access. You agree that you will not, under any circumstances:
(a) Interfere or attempt to interfere with the proper functioning of the Application,
Services or Loup Materials or connect to or use the Application, Services, or Loup Materials in any way
not expressly permitted by this Agreement;
(b) Intercept, examine, or otherwise observe any proprietary communications
protocol used by a client, a server, or the Services, whether through the use of a network analyzer,
packet sniffer, or other device;
(c) Bypass any measures Loup takes to restrict access to the Services or Loup
Materials or use any software, technology, or device to send content or messages, scrape, spider, or
crawl the Services or Loup Materials or harvest or manipulate data;
(d) Use, facilitate, create, or maintain any unauthorized connection to the Services or
Loup Materials, including, but not limited to: (a) any connection to any unauthorized server that emulates,
or attempts to emulate, any part of the Services or Loup Materials; or (b) any connection using programs,
tools or software not expressly approved by Loup;
(e) Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to
derive the source code for any underlying software or other intellectual property used to provide the Application, Services or Loup Materials, or to obtain any information from the Application, Services, or
(f) Upload, transmit or otherwise make available any material that contains software
viruses or any other computer code, files or programs designed to interrupt, destroy or limit the
functionality of any computer software or hardware or telecommunications equipment.
(a) Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar,
obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; or (v)
promotes illegal or harmful activities;
(b) Harm minors in any way;
(c) Impersonate any person or entity, including, but not limited to, Loup personnel, or
falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) Make available any Content that you do not have a right to Make Available under
any law or under contractual or fiduciary relationships (such as inside information, proprietary and
confidential information learned or disclosed as part of employment relationships or under non-disclosure
(e) Make Available any Content that infringes or violates the rights of any person or
entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or
other proprietary or contractual rights;
(f) Intentionally or unintentionally violate any applicable local, state, national or
international law or regulation, or any order of a court;
(g) Stalk or otherwise harass any other user of our Website, Services, or Loup
(h) Advocate, encourage or assist any third party in doing any of the foregoing
activities in this section.
Investigations. Loup may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Loup shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates this Agreement or any applicable law. Although Loup does not generally monitor user activity occurring in connection with the Application, Services, Loup Materials, or Content, if Loup becomes aware of any possible violations by you of any provision of this Agreement, Loup reserves the right to investigate such violations, and Loup may, at its sole discretion, immediately terminate your license to use the Application, Services, or Loup Materials, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
Interactions with Other Users.
Indemnification. You agree to indemnify and hold Loup Parties harmless from any losses, costs,
liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your use of, or inability to use, the Application or the Services; (b) your violation of this Agreement; or (c) your violation of any rights of another party. Loup reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Loup in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account or the Services.
Disclaimer of Warranties.
- User Responsibility. You are solely responsible for your interactions with other users of
the Services and any other parties with whom you interact through the Services, including Transportation
Providers; provided, however, that Loup reserves the right, but has no obligation, to intercede in such disputes. We do not represent or endorse, and shall not be responsible for: (a) the safety, quality, accuracy, reliability, integrity or legality of any Ride Request; (b) any other users of our Services, including Transportation Providers or passengers; or (c) your ability or inability to offer or obtain a Ride Request.
- Content Provided by Other Users. The Application, Services, and Loup Materials may
contain User Content provided by other Users. Loup is not responsible for and does not control User
Content. Loup has no obligation to review or monitor, and does not approve, endorse or make any
representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk. Your interactions with other Users are solely between you and the other User and we are under no obligation to become involved. You agree that Loup will not be responsible for any liability incurred as the result of such interactions.
- Release. If you have a dispute with one or more Users or Transportation Providers, you
release Loup and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Loup Parties") from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not now or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the
- Third-Party Websites & Ads. The Loup Materials may contain links to third-party
websites ("Third Party Websites") and advertisements for third parties (collectively, "Third Party Websites & Ads"). When you click on a link to a Third Party Website or Ad, we will not warn you that you have left our Website and are subject to this Agreement and conditions (including privacy policies) of another website or destination. Such Third Party Websites are not under the control of Loup. Loup is not responsible for any Third Party Websites & Ads. Loup provides these Third Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites & Ads, or their products or services. You use all links in Third Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any
Third Party Websites, and should make whatever investigation you feel necessary or appropriate before
proceeding with any transaction with any third party.
12. LIMITATION OF LIABILITY.
- AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT
PERMITTED BY APPLICABLE LAW, YOUR USE OF THE APPLICATION, THE SOFTWARE AND THE
SERVICES IS AT YOUR SOLE RISK, AND THE APPLICATION, THE SOFTWARE AND THE
SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. LOUP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(a) THE LOUP PARTIES MAKE NO WARRANTY, REPRESENTATION OR
CONDITION THAT: (1) THE APPLICATION, THE SOFTWARE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE APPLICATION, THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APPLICATION, THE SOFTWARE, OR SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SOFTWARE, THE APPLICATION, OR THE
SERVICES WILL BE CORRECTED.
(b) ANY USER CONTENT OR LOUP MATERIALS DOWNLOADED FROM OR
OTHERWISE ACCESSED THROUGH THE APPLICATION OR THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE APPLICATION OR THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND
OTHER DISRUPTIONS. LOUP MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) FROM TIME TO TIME, LOUP MAY OFFER NEW "BETA" FEATURES OR
TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED
SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT LOUP'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
- NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND
AGREE THAT THE LOUP PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE LOUP PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
- NO LIABILITY FOR CONDUCT OF TRANSPORTATION PROVIDERS. WE WILL NOT
BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND
TRANSPORTATION PROVIDERS, OR FOR ANY ISSUE RELATED TO TRANSPORTATION
SERVICES. THE TRANSPORTATION PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF LOUP. WE ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH TRANSPORTATION PROVIDERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. WE HAVE NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OR OTHER CAUSES BEYOND OUR DIRECT CONTROL, INCLUDING THE ACTS OF TRANSPORTATOIN PROVIDERS, AND WE HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.
Term and Termination.
- DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN
NO EVENT SHALL LOUP PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE APPLICATION, THE SOFTWARE, THE SERVICES OR THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT LOUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH TRANSPORTATION PROVIDERS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE APPLICATION, THE SOFTWARE OR THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE APPLICATION, THE SOFTWARE OR THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY
THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE APPLICATION, THE SOFTWARE OR THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
- CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE LOUP PARTIES BE
LIABLE TO YOU IN THE AGGREGATE FOR MORE THAN THE GREATER OF (I) THE TOTAL AMOUNT OF FEES WE RECEIVE FROM YOUR RIDE REQUESTS IN THE THREE (3) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO OUR LIABILITY AND (II) TEN DOLLARS (U.S. $10.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENBASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE
ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LOUP AND YOU.
- Term. This Agreement will commence on the date when you accept it (as described in
the preamble above) and remain in full force and effect until terminated in accordance with this Section 13.
- Termination of Services by Loup. Loup has the right to suspend or terminate any
Services provided to you at any time with or without reason. You agree that all terminations for cause shall be made in Loup's sole discretion and that Loup shall not be liable to you or any third party for any termination of your Account.
- Termination of Services by You. If you want to terminate any Services provided by
Loup, you may do so by (a) notifying Loup at any time and (b) deleting the Application from your mobile
device and closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Loup's address set forth below.
- Effect of Termination. Termination of any Service includes removal of access to such
Service and barring of further use of the Service. Termination of all Services may also include deletion of your password and all related information. Upon termination of any Service, your right to use such Service will automatically terminate immediately. All provisions of this Agreement, which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
Procedure for Making Claims of Copyright Infringement. It is Loup's policy to terminate
membership privileges of any User who repeatedly infringes copyright upon prompt notification to Loup by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Application, or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of
the location on the App or Services of the material that you claim is infringing; (4) your address, telephone
number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Loup's Copyright Agent for notice of claims of copyright infringement is as follows: Loup, Inc., 848 Battery St, San Francisco, CA 94111, Attn: Copyright Agent.
International Users. The Services can be accessed from countries around the world and may
contain references to services and content that is not available in your country, including Transportation Services. These references do not imply that Loup intends to announce such services or content in your country. The Services are controlled and offered by Loup from its facilities in the United States of
America. Loup makes no representations that the Services are appropriate or available for use in other
locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- Violations. If Loup becomes aware of any possible violations by you of this Agreement,
Loup reserves the right to investigate such violations. If, as a result of the investigation, Loup believes
that criminal activity has occurred, Loup reserves the right to refer the matter to, and to cooperate with,
any and all applicable legal authorities. Loup is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Application or in the Services in Loup's possession in connection with your use of the Application or the Services, to (1) comply with applicable laws, legal process or governmental request; (2) enforce this Agreement; (3) respond to your requests for customer service; or (4) protect the rights, property or personal safety of Loup or the public, and all enforcement or other government officials, as Loup in its sole discretion believes to be necessary or appropriate.
- Breach. In the event that Loup determines, in its sole discretion, that you have breached
any portion of this Agreement, or have otherwise demonstrated conduct inappropriate for the Application
or the Services, Loup reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to Loup) that you
have violated this Agreement;
(b) Discontinue your access to any Services;
(c) Fully cooperate with the proper law enforcement authorities for further action;
(d) Pursue any other action, which Loup deems to be appropriate.
International Provisions. The following provisions shall apply only if you are located in the
countries listed below.
- Electronic Communications. The communications between you and Loup use
electronic means, whether you use the Application or send Loup e-mails, or whether Loup posts notices on the Application or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Loup in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Loup provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Release. You hereby release Loup, its officers, employees, agents and successors from
claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without
limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from (i) your use of the Application or Services, or (ii) your purchase or use of any Transportation Services. You hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor" and you waive any other similar provision of the laws of any other applicable jurisdiction. You understand that Loup is not required to conduct criminal background checks on its Transportation Providers and Loup makes no representations or warranties as to the conduct of Transportation Providers.
- Assignment. This Agreement, and your rights and obligations hereunder, may not be
assigned, subcontracted, delegated, or otherwise transferred by you without Loup's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. Loup shall not be liable for any delay or failure to perform resulting from
causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Dispute Resolution. If you believe that Loup has not adhered to this Agreement, please
contact Loup by emailing us at email@example.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
- Choice of Law and Venue. This Agreement and any action related thereto will be
governed and interpreted by and under the laws of the State of California, without giving effect to any conflict of laws principles that require the application of the law of a different state. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which Loup's principal place of business is located for any lawsuit filed against you by Loup arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- Limitations Period. YOU AND LOUP AGREE THAT ANY CAUSE OF ACTION
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE APPLICATION, THE SERVICES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(a) Any claim or dispute (excluding claims for injunctive or other equitable relief as
set forth below) in connection with the Agreement where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration
shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed
to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from California law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Loup Properties.
(b) Any other dispute (including whether the claims asserted are arbitrable) shall be
referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one
commercial arbitrator with substantial experience in resolving commercial contract disputes from the
American Arbitration Association ("AAA"). As modified by the Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA's Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures").
(c) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend
your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
(d) You and the Company must abide by the following rules: (i) ANY CLAIMS
BROUGHT BY YOU OR THE COMPANY MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, the Company will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) the Company also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitration shall be confidential, and neither you
nor we may disclose the existence, content or results of any arbitration, except as may be required by law
or for the purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys' fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
(e) The arbitral proceedings, and all pleadings and written evidence will be in the
English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types,
allowed by Section 12 of the Agreement. Judgment on the award of the arbitrator may be entered by any
court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
(f) Notwithstanding the foregoing, either you or the Company may bring an
individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in San Francisco County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Francisco County, California, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within San Francisco County, California for such purpose. A request for interim measures shall not be deemed a waiver of the
right to arbitrate.
(g) With the exception of (d)(i) and (ii) above (prohibiting arbitration on a class or
collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either (d)(i) or (ii) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor the Company shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in San Francisco County, California. By using the Loup Properties in any manner, you agree to the above arbitration provision.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
- Choice of Language. It is the express wish of the parties that this Agreement and all
related documents have been drawn up in English. C'est law volone expresse des parties que la presente convention ainsi que les documents qui s'y rattacent soient rediges en anglais.
- Notice. Where Loup requires that you provide an e-mail address, you are responsible for providing Loup with your most current e-mail address. In the event that the last e-mail address you provided to Loup is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Loup's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Loup at the following address: Loup, Inc., 848 Battery St, San Francisco, CA 94111. Such notice shall be deemed given when received by Loup by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the
- Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion
will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Export Control. You may not use, export, import, or transfer the Loup Materials except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Loup Materials, and any
other applicable laws. In particular, but without limitation, the Loup Materials may not be exported or re- exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Loup Materials, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Loup Materials for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Loup are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or
transfer Loup products, services or technology, either directly or indirectly, to any country in violation of
such laws and regulations.
- Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
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- United Kingdom. A third party who is not a party to this Agreement has no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
- Germany. Notwithstanding anything to the contrary in Section 12, Loup is also not liable
for acts of simple negligence (unless they cause injuries to or death of any person), except when they are
caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).