Lookback Terms of Use

Effective as of May 24th, 2018

Lookback Group, Inc (“Lookback” or “we”) is a company headquartered in Menlo Park, California. We build and operate a software platform that aims to help companies make their apps and websites as fantastic possible. The platform enables people working at these companies to connect with everyday users of apps and websites for the purpose of performing user experience research (“Sessions”). Lookback and these companies have separately entered into agreements (“Contracts”) that, among other things, allowed them to invite you to use the the platform.

By using the Lookback website(s) located at lookback.io, including all subdomains (the “Lookback Site”), the Lookback Software Development Kit, or the Lookback software applications, browser extensions or mobile applications provided by Lookback (the foregoing in this paragraph, collectively, the “Lookback Platform”), you agree to be bound by these Terms of Use.

In addition to these Terms of Use, please read our Privacy Policy carefully because they also apply your use of the Lookback Platform.

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS OF USE BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND LOOKBACK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. The Use of the Lookback Platform

1.1 Eligibility

To use the Lookback Platform, you must be at least 16 years old and you must not otherwise be barred from using the Lookback Platform under applicable law. You must be a human user; it is not permitted to sign up for or use the Lookback Platform using bots or other automated methods.

1.2 Restrictions on Use

You will not, and will not allow anyone else to:

2. Content and Content Rights

For purposes of these Terms of Use: (i) “User Content” means the video and audio content of your Sessions, and project names and notes, Session titles and descriptions, Session comments created by you, and other Session metadata; and (ii) “Lookback Content” means all other content posted, generated, provided or otherwise made available through the Lookback Platform.

2.1 User Content

In order to operate the Lookback Platform, we need to be able to make use of your User Content. So, you grant Lookback a worldwide, non-exclusive, royalty-free license, to use, process, copy, distribute (subject to the restrictions in the following sentence), create derivative works of, and display User Content, only as reasonably necessary to provide, maintain and improve the Lookback Platform. The foregoing right to distribute extends only to (a) authorized users of the Lookback Platform, and (b) third parties authorized by Lookback (e.g., cloud computing platform providers) to assist in providing the Lookback Platform; provided, however, that such third parties will protect your User Content at least as well as Lookback protects it. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms of Use. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Lookback Platform, nor any use of your User Content on or through the Lookback Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

2.2 Lookback Content

Lookback and its licensors own all right, title and interest in and to the Lookback Platform and the Lookback Content, including all associated intellectual property rights. You acknowledge that the Lookback Platform and Lookback Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Lookback Platform or Lookback Content.

2.3 Rights in Lookback Content Granted by Lookback

Subject to your compliance with these Terms of Use, Lookback grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Lookback Content solely in connection with your permitted use of the Lookback Platform.

2.4 DMCA / Copyright Policy

Lookback respects copyright law and expects its users to do the same. It is Lookback’s policy to terminate in appropriate circumstances users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Lookback’s Copyright and IP Policy at lookback.io/dmca, for further information.

3. Rights and Terms for Lookback Applications

Subject to your compliance with these Terms of Use, Lookback grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the Lookback Applications on a mobile device or computer that you own or control and to run such copy of the Lookback Applications. You may not copy the Lookback Applications, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms of Use, you may not: (i) copy, modify or create derivative works based on the Lookback Applications; (ii) distribute, transfer, sublicense, lease, lend or rent the Lookback Applications to any third party; (iii) reverse engineer, decompile or disassemble the Lookback Applications; or (iv) make the functionality of the Lookback Applications available to multiple users through any means. Lookback reserves all rights in and to the Lookback Applications not expressly granted to you under these Terms of Use.

4. Changes to the Terms of Use

Lookback reserves the right, in its sole discretion, to change the Terms of Use from time to time. If we do so, Lookback will notify you of such changes by posting the modified Terms of Use on the Lookback Site or through other communications. If you continue to use the Lookback Platform after the updated Terms of Use are posted on the Lookback Site, you are indicating to us that you agree to be bound by the updated Terms of Use. If you do not agree to be bound by the modified Terms of Use, then you may not use the Lookback Platform anymore. Because the Lookback Platform is evolving over time, we may change or discontinue all or any part of the Lookback Platform, at any time and without notice, at our sole discretion.

5. Termination

Lookback may terminate your access to and use of the Lookback Platform, at its sole discretion, at any time, for any reason or for no reason, and without notice to you. Upon any termination, discontinuation or cancellation of the Lookback Platform, all provisions of these Terms of Use which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

6. Intellectual property rights

The Lookback Platform and all intellectual property rights therein are the property of Lookback. The Lookback Platform is licensed, and not sold to you. Lookback retains ownership of the Lookback Platform and the code on which the Lookback Platform is based.

7. Feedback

We welcome feedback, comments and suggestions for improvements to the Lookback Platform (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

8. Warranty Disclaimers

THE LOOKBACK PLATFORM AND LOOKBACK CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LOOKBACK EXPLICITLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LOOKBACK MAKES NO WARRANTY THAT THE LOOKBACK PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE LOOKBACK PLATFORM OR LOOKBACK CONTENT.

9. Limitation of liability

NEITHER LOOKBACK NOR ITS SHAREHOLDERS, EMPLOYEES, DIRECTORS, OFFICERS, AFFILIATES, SUCCESSORS, ASSIGNS OR AGENTS SHALL BE LIABLE FOR AN INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE LOOKBACK PLATFORM OR LOOKBACK CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LOOKBACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL LOOKBACK’S, AND ITS SHAREHOLDERS’, EMPLOYEES’, DIRECTORS’, AFFILIATES’, SUCCESSORS’, ASSIGNS’ OR AGENTS’, TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OR INABILITY TO USE THE LOOKBACK PLATFORM OR LOOKBACK CONTENT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO LOOKBACK FOR USE OF THE LOOKBACK PLATFORM OR LOOKBACK CONTENT, OR (B) ONE HUNDRED US DOLLARS (US$100).

10. Indemnification

You agree to indemnify and hold harmless Lookback and its shareholders, employees, directors, affiliates, successors, assigns or agents from and against any claims, liabilities, damages, losses and expenses including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your use of the Lookback Platform or Lookback Content in any way, (ii) your breach or alleged breach of these Terms of Use or the instructions on the Lookback Site, (iii) your violation of any third-party intellectual property rights, property or privacy rights, or (iv) your violation of any laws, regulations, rules, codes or statutes.

11. Links to Third Party Websites or Resources

The Lookback Platform may contain links to third-party websites or resources. Lookback provides these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

12. Entire agreement

These Terms of Use constitute the entire and exclusive agreement between Lookback and you regarding its subject matter and supersede and replace any and all prior oral or written understandings or agreements between Lookback and you regarding its subject matter. However, if there is a conflict between these Terms of Use and the terms of a Contract (defined above), the terms of the Contract will control.

13. Severability

Should any provision of the Terms of Use be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms of Use, and the application of that provision shall be enforced to the extent permitted by law.

14. Governing law and arbitration

14.1 Governing Law.

These Terms of Use are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

14.2 Arbitration.

(a) Agreement to Arbitrate

You and Lookback agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Lookback Platform or Lookback Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Lookback with written notice of your desire to do so by email or regular mail at support@lookback.io; 68 Willow Rd., Menlo Park, CA 94025; or +1 (415) 216-8913 within thirty (30) days following the date you first agree to these Terms of Use (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Lookback with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Lookback with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Lookback with an Arbitration Opt-out Notice, you acknowledge and agree that you and Lookback are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Lookback otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms of Use.

(b) Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

(c) Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

(d) Arbitration Location and Procedure

Unless you and Lookback otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Lookback submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(e) Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Lookback will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

(f) Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Lookback will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(g) Changes

Notwithstanding the provisions of the “Changes to the Terms of Use” section above, if Lookback changes this “Dispute Resolution” section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending us written notice (including by email to help@lookback.io) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Lookback’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Lookback in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).