Terms of Service
These Terms of Service (the “Terms”) govern your use of all websites and mobile applications owned or operated by LoopU Inc. (“LoopU,” “we” or “us”), including the Zest App (the “App”), any other websites or mobile applications (e.g., iPhone applications, iPad applications, Android applications, etc.) offered by LoopU, and any other applications, interactive features, widgets, and resources offered by LoopU through traditional Internet websites, mobile devices, or other platforms (all of which are collectively referred to as the “LoopU Service” or “Service”). Please read these Terms carefully. By using the LoopU Service, you affirm that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you may not use the LoopU Service. The LoopU Service enables visitors (“Visitors”) to create and watch videos so that other Visitors can get a real sense of what certain experiences might be like. Our initial Service connects community members with video content from other community members in cities around the world, so they can get a preview of restaurants, nightlife, activities, nature, events, happenings, causes, and other topics. Your use of certain portions of the Service may be subject to additional terms and conditions ("Additional Terms"). Where Additional Terms apply, we will make them available for you to read through your use of that portion of the Service. By using that portion of the Service, you agree to the Additional Terms.
1. Your Responsibilities.
2. Ownership of LoopU’s Content; Restrictions on Use.
The content on the LoopU Service, other than “User Submissions” (as defined below), including, without limitation, videos, clips, photos, text, software, scripts, graphics, sounds, music, interactive features and the like (collectively, the “Content”) and the “Zest” word mark and the Zest design mark, as well as certain other of the names, logos and materials displayed on or through the LoopU Service that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by LoopU or its licensors and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws. Except as authorized by these Terms or as otherwise intended or authorized by LoopU through the Service, you agree not to copy, download, stream, capture, archive, upload, publish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the LoopU Service or any portion of the LoopU Service, including, without limitation, the Content and the Marks. The LoopU Service is provided for your personal, non-commercial use only. You must abide by all copyright notices, trademark notices, information, and restrictions contained in or associated with any Content. You must not remove, alter, interfere with, or circumvent any copyright, trademark or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content.
3. User Submissions.
The LoopU Service may enable Visitors, among other things, to post and share videos, photos, comments, messages and other content to the LoopU Service (collectively, the “User Submissions”). Such User Submissions will generally be available to all users of the LoopU Service. When you provide LoopU with a User Submission, you grant to LoopU and its affiliates, partners, representatives, and their successors and assigns, a non-exclusive, fully-paid, royalty- free, transferable, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to display, publicly perform, distribute (including, without limitation, through third- party websites), store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works and otherwise use and reuse your User Submissions (or any portions or derivative works thereof) in any manner, in any medium now known or hereinafter created, for any purpose. You acknowledge and agree that you have no expectation of compensation of any nature with respect to any User Submissions and that you shall not receive any compensation for any User Submissions. You acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any User Submissions. Because of the viral nature of social media, you should not submit any content to the LoopU Service that you do not want to be viewed by others. LoopU reserves the right to display advertisements in connection with, and/or based upon, your User Submissions and otherwise in connection with the LoopU Service. You represent and warrant that: (a) you own all rights in your User Submissions or, alternatively, you have acquired all necessary permissions and rights in your User Submissions to enable you to grant to LoopU the rights in your User Submissions described herein; and (b) your User Submissions do not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third party. You acknowledge that LoopU does not necessarily pre-screen any User Submissions uploaded by you or other users of the LoopU Service but that LoopU may pre-screen, or review after initial posting, your User Submissions for a variety of reasons, including, without limitation, for compliance with these Terms. LoopU and its designees shall have the right in their sole discretion to refuse or remove any User Submissions as well as terminate your access to the LoopU Service for any reason or no reason. Reasons for such refusal, removal or termination may include violation of these Terms or activity or User Submissions that may otherwise be deemed objectionable. LoopU disclaims any and all liability in connection with any and all User Submissions, and you agree to waive any legal or equitable rights or remedies you may have against LoopU with respect to such User Submissions.
You agree that LoopU and its affiliates are free to use for any purpose whatsoever, ideas, know- how, concepts, techniques, comments, criticisms, reports, or other feedback (collectively, “Feedback”), whether oral, written or video/multimedia, that you may voice about the App or the Service including Feedback that you send to LoopU or its affiliates. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that LoopU has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback.
5. Infringement Notice Procedures – Copyrights and Trademarks.
5.1 Copyright Infringement Notification. LoopU respects the intellectual property rights of others. Upon proper notice, LoopU will remove or disable access to User Submissions that violate copyright law, and may suspend access to the LoopU Service (or any portion thereof) of any user who uses the LoopU Service in violation of copyright law and may terminate the accounts of repeat infringers. LoopU has implemented procedures for receiving written notification of claimed copyright infringement (each, a “Notification”) and for processing such claims in accordance with such law. If you are the owner of any exclusive right under copyright laws, or are authorized to act on behalf of such an owner, and you believe your work has been copied in a way that constitutes copyright infringement, please send LoopU‘s copyright agent a Notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single Notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit LoopU to locate the material on the LoopU Service; (c) information reasonably sufficient to permit LoopU to contact you, such as an address, telephone number, and, if available, an e- mail address; (d) a 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; (e) a statement by you, made under penalty of perjury, that the above information in your Notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. Please provide us with a Notification that includes all of the above enumerated information and e-mail or mail it to the following LoopU copyright agent: LoopU Inc. P.O. Box 2731 Mission Viejo, CA 92690 Attn: CopyrightAgent E-mail: email@example.com By submitting a Notification, you acknowledge and agree that LoopU may forward your Notification and any related communications to any users who posted the material identified in such notice. Please do not send notices or inquiries unrelated to alleged infringement to LoopU’s designated agent. 5.2 Counter Notification. If you believe that your content has been wrongfully removed from the LoopU Service relating to a Notification, you may send LoopU a counter notification (“Counter Notification”). Your Counter Notification, to be effective, must be in writing, sent to LoopU’s designated agent (as identified above in Section 5.1, and include substantially the following information: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location where the material previously appeared on the LoopU Service; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) your name, address and telephone number and a statement that you consent to the jurisdiction of the Federal District Court in the district in which your address is located (or in the Central District of California, for addresses outside the U.S.) and agree to accept service of process from the person who submitted the original Notification that resulted in your User Submission being removed (or an agent of such person) in the event he or she elects to file suit. By submitting a Counter Notification, you acknowledge and agree that LoopU may forward your Counter Notification and any related communications to the person who submitted the original Notification that resulted in the removal of your User Submission or to other third parties. 5.3 Trademark Infringement Notification. If you are the owner of any trademark or service mark, or are authorized to act on behalf of such an owner, and you believe your mark has been used in a way that constitutes trademark infringement, please send LoopU a notification of claimed infringement with all of the following information: (a) identification of the mark or marks claimed to have been infringed; (b) identification of the claimed infringing material and information reasonably sufficient to permit LoopU to locate the material on the LoopU Service; (c) information reasonably sufficient to permit LoopU to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the trademark owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the owner of the mark or authorized to act on the owner's behalf; and (f) your physical or electronic signature. Please provide us with a notice that includes all of the above information to the following e-mail address: firstname.lastname@example.org.
LoopU reserves the right, in its sole discretion, to terminate your access to all or part of the LoopU Service, for any reason, with or without notice. FURTHER, YOU AGREE THAT LOOPU SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR REMOVING YOUR (OR ANY OTHER PERSON’S) USER SUBMISSIONS OR FEEDBACK OR SUSPENDING OR TERMINATING YOUR (OR ANY OTHER PERSON’S) ACCESS TO THE LOOPU SERVICE (OR ANY PORTION THEREOF).
7. Modifications to LoopU Service.
LoopU reserves the right to modify or discontinue the LoopU Service with or without notice to you. LoopU shall not be liable to you or any third party should LoopU exercise its right to modify or discontinue the LoopU Service.
The LoopU Service may contain links to third-party websites and other Internet resources that are not owned or controlled by LoopU (“Third-Party Materials”). LoopU’s provision of a link to any Third-Party Materials is for your convenience only and does not signify LoopU’s endorsement of such other website or resource or its contents. LOOPU SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS OR PRACTICES OF ANY THIRD-PARTY MATERIALS INCLUDING ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE LOOPU SERVICE OR ANY LINKED WEBSITE OR FEATURED IN ANY ADVERTISING.
9. Disclaimer of Warranties.
YOU EXPRESSLY AGREE THAT USE OF THE LOOPU SERVICE IS AT YOUR SOLE RISK. THE LOOPU SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LOOPU AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LOOPU SERVICE (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT). LoopU and its affiliates make no warranties or representations that the Service will meet your requirements or that the results that may be obtained from use of the Service will be accurate or reliable. Further, LoopU and its affiliates make no warranties or representations about the accuracy or completeness of Content available on or through the LoopU Service or the content of any websites linked to the LoopU Service and assume no liability or responsibility for any: (a) errors, mistakes or inaccuracies of content or confidentiality; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the LoopU Service; (c) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein (including any and all User Submissions); (d) any interruption or cessation of transmission to or from the LoopU Service; (e) any bugs, viruses, Trojan horses or the like which may be transmitted to or through the LoopU Service by any third party; and/or (f) for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted or otherwise made available on or through the LoopU Service.
10. LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL LOOPU OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE LOOPU SERVICE.
11. Exclusions and Limitations.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent LoopU may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of LoopU’s liability shall be the minimum permitted under such applicable law.
You agree to indemnify, defend and hold harmless LoopU, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and costs) that they may incur as a result of or arising from: (a) any information (including, without limitation, your User Submissions, Feedback or any other content) you (or anyone using any of your accounts) submit, post or transmit on or through the LoopU Service or otherwise provide to us; (b) your (or anyone using any of your accounts) use of the LoopU Service; (c) your (or anyone using any of your accounts) violation of these Terms or any Additional Terms established by us; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity, by you (or anyone using any of your accounts) or by your User Submissions. LoopU reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with LoopU in asserting any available defenses.
13. Minors; Ability to Accept Terms of Service.
The LoopU Service is not intended for children under 13 years of age. If you are under 13 years of age, please do not use the LoopU Service. You affirm that you are the applicable age of majority in your jurisdiction of residence or older, or that you have obtained the consent of your parent or legal guardian to use the LoopU Service or that you are an emancipated minor. If you are a parent or guardian agreeing to the terms for the benefit of a child 13 or older, then you agree to and accept full responsibility and legal liability for that child’s use of the Services.
14. Choice of Law; Arbitration.
These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles. Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Services, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
15. International Use.
We do not represent or warrant that the LoopU Service, or any part of it, is appropriate or available for use in any particular jurisdiction. You access the LoopU Service on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the availability of LoopU Service, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
These Terms and any Additional Terms constitute the entire and exclusive and final statement of the agreement between you and LoopU with respect to the subject matter hereof, and govern your use of the LoopU Service, superseding any prior agreements or negotiations between you and LoopU with respect to the subject matter hereof. The failure of LoopU to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision. If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected in that provision, and the remainder of these Terms and any Additional Terms shall continue in full force and effect. The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect.
17. Modifications to Terms.
The effective date of these Terms is June 25, 2020.