Loup

Terms

Loup User Agreement

Version 1

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 pay attention.

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.

We know that your privacy is important, so we created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. While there is no such thing as "perfect security" on the Internet, we will take reasonable steps to help ensure the safety of your personal information.

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.

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.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
1. 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.
2. 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.
3. Accessing and Download the Application from iTunes. The following applies to any Application accessed through or downloaded from the Apple App Store:
4. 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.
5. 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.
6. 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.
7. 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.
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.
1. 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.
2. 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.
3. 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.
Registration.
1. 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.
2. 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.
3. 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.
User Content.
1. 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.
2. 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.
Ownership.
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter.
User Conduct.
1. Unauthorized Use or Access. You agree that you will not, under any circumstances:
2. General. In connection with your use of the Services and Loup Materials, you shall not:
  
  (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 agreements);
  
  (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 Materials; or
  
  (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.
1. 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.
2. 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.
3. 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 debtor."
4. 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.
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.
1. 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.
2. 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.
3. 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.
12. LIMITATION OF LIABILITY.
1. 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.
2. 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 and Termination.
1. 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.
2. 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.
3. 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.
4. 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.
Remedies.
1. 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.
2. 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
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.
General Provisions.
1. 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.
2. 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.
3. 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.
4. 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.
5. Dispute Resolution. If you believe that Loup has not adhered to this Agreement, please contact Loup by emailing us at info@loupapp.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.
6. 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.
7. 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.
8. Arbitration.
9. 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.
10. 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 above address.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
International Provisions. The following provisions shall apply only if you are located in the countries listed below.
1. 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.
2. 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).

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