Lookback Terms of Use

Effective as of December 14th, 2020

Lookback Group, Inc ("Lookback" or "we") is a company headquartered
in Palo Alto, California. We build and operate the Lookback Platform (as
defined below), which aims to help companies make their apps and
websites as fantastic possible. The Lookback Platform enables people
working at and with these companies to connect with everyday users of
apps and websites ("Participants") for the purpose of performing
user experience research sessions ("Sessions") hosted by a company
or other entity (each a "Customer"). Lookback and our Customers have
separately entered into agreements ("Contracts") that, among other
things, allow them to invite or otherwise authorize you to use the
Lookback Platform (in which case, you and any other such user will be
referred to herein as an "End User" or simply as "you").

Please read these "Terms of Use" and our Privacy Policy
(https://lookback.io/privacy) carefully, because they govern your use of
our software-as-a-service feedback and user research platform, including
the Lookback website(s) located at lookback.io,
all subdomains (the "Lookback Site"), the Lookback software
applications, browser extensions or mobile applications ("Apps") we
provide, as well as related services we provide in accordance with this
Agreement. (the foregoing in this paragraph, collectively,
the "Lookback Platform").

By using the Lookback Platform, you agree to be bound by these Terms of
Use. If you don't agree to be bound by these Terms of Use, do not use
the Lookback Platform.

ARBITRATION NOTICE FOR U.S. RESIDENTS: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14.3 BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND LOOKBACK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14.2 "MANDATORY ARBITRATION OF DISPUTES" BELOW FOR DETAILS REGARDING ARBITRATION.

1. The Use of the Lookback Platform

1.1 General Eligibility

To use the Lookback Platform, you must be at least 18 years old and you
must not otherwise be barred from using the Lookback Platform under
applicable law. It is not permitted to sign up for or use the Lookback
Platform using bots or other automated methods.

1.2 Participant Eligibility

You may have been invited to use and access the Lookback Platform by one
of our Customers. If so: Customer has separately entered into another
written agreement ("Customer Agreement") with us for a subscription
to the Lookback Platform, and you acknowledge that your rights to use
the Lookback Platform are subject to the Customer's rights and
obligations under the Customer Agreement. For example, a Customer may
suspend, terminate, grant, restrict, or modify your ability to access
certain data or content within the Lookback Platform (including data or
content that you upload to or post on the Lookback Platform).

If you are under 18 years old, you may only use the Lookback Platform
under the supervision of your parent or legal guardian, who must accept
these terms on your behalf. Parents or legal guardians are responsible
for the acts of their children using the Lookback Platform.

1.3 Restrictions on Use

You will not, and will not encourage or enable anyone else to:

We reserve the right, but are not obligated, to remove or disable
access to any content, including User Content as defined in section 2
below, at any time and without notice, including, but not limited to,
if we, at our sole discretion, consider it objectionable or in
violation of these Terms. We have the right to investigate violations
of these Terms or conduct that affects the Lookback Platform. We may
also consult and cooperate with law enforcement authorities to
prosecute End Users who violate the law.

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 (other than Feedback as defined in section 7
below); and (ii) "Lookback Content" means all other content posted,
generated, provided or otherwise made available through the Lookback
Platform.

2.1 User Content

Permissions to your 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, transferrable,
royalty-free license, with the right to sublicense, to use, process,
copy, distribute (subject to the restrictions in the following
sentence), create derivative works based upon, display, and perform your
User Content, only as reasonably necessary to provide, maintain and
improve the Lookback Platform. The foregoing right to distribute extends
only to (a) authorized End 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.

Your responsibility for User Content You are solely responsible
for all your User Content. You represent and warrant that you own all
your User Content, or you have (and will 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 End 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

3.1 Our License to You

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 solely for your own personal non-commercial
purposes. 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, except as permitted under
applicable law; 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.

3.1 Additional Information: Apple App Store

This Section 3.1 applies to any App that you acquire from the Apple App
Store or use on an iOS device. Apple has no obligation to furnish any
maintenance and support services with respect to the App. In the event
of any failure of the App to conform to any applicable warranty, you may
notify Apple, and Apple will refund the App purchase price to you (if
applicable) and, to the maximum extent permitted by applicable law,
Apple will have no other warranty obligation whatsoever with respect to
the App. Apple is not responsible for addressing any claims by you or
any third party relating to the App or your possession and use of it,
including, but not limited to: (i) product liability claims; (ii) any
claim that the App fails to conform to any applicable legal or
regulatory requirement; and (iii) claims arising under consumer
protection or similar legislation. Apple is not responsible for the
investigation, defense, settlement and discharge of any third-party
claim that your possession and use of the App infringe that third
party's intellectual property rights. Apple and its subsidiaries, are
third-party beneficiaries of these Terms, and upon your acceptance of
the Terms, Apple will have the right (and will be deemed to have
accepted the right) to enforce these Terms against you as a third-party
beneficiary thereof. 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 must also
comply with any applicable third-party terms of service when using the
App.

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, via
the Lookback Platform, 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 your Feedback without any
restriction or compensation to you.

8. Warranty Disclaimers

THE LOOKBACK PLATFORM AND LOOKBACK CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY 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

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 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.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, 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) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO LOOKBACK, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LOOKBACK AND YOU.

10. Indemnification

You will indemnify and hold Client and its officers, directors,
employees and agents, harmless from and against any claims, disputes,
demands, liabilities, damages, losses, and costs and expenses,
including, without limitation, reasonable legal and accounting fees
arising out of or in any way connected with (a) your access to or use of
the Services, (b) your User Content, or (c) your violation of these
Terms.

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.

You may not assign or transfer these Terms of Use, by operation of law
or otherwise, without Lookback's prior written consent. Any attempt by
you to assign or transfer these Terms of Use, without such consent, will
be null. Lookback may freely assign or transfer these Terms of use
without restriction. Subject to the foregoing, these Terms will bind and
inure to the benefit of the parties, their successors and permitted
assigns.

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. Except as otherwise expressly set forth in Section 14.2
"Mandatory Arbitration of Disputes," the exclusive jurisdiction for all
Disputes (defined below) that you and Lookback are not required to
arbitrate will be the state and federal courts located in Santa Clara
County, California, and you and Lookback each waive any objection to
jurisdiction and venue in such courts.

14.2 Mandatory Arbitration of Disputes

We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Lookback agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Lookback are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

14.3 Exceptions

As limited exceptions to section 14.2 above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

14.4 Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at [www.adr.org]{.ul} or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at [www.adr.org]{.ul}.

Any arbitration hearings will take place in the county (or parish) where
you live, unless we both agree to a different location. The parties
agree that the arbitrator shall have exclusive authority to decide all
issues relating to the interpretation, applicability, enforceability and
scope of this arbitration agreement.

14.5 Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we'll pay all of our attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

14.6 Injunctive and Declaratory Relief

Except as provided in section 14.3 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

14.7 Class Action Waiver

YOU AND LOOKBACK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

14.8 Severability

With the exception of any of the provisions in section 14.7 of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

15. Miscellaneous

15.1 Notices

Any notices or other communications provided by Lookback under these
Terms of Use will be given: (i) via email; or (ii) by posting to the
Lookback Platform. For notices made by email, the date of receipt will
be deemed the date on which such notice is transmitted.

15.2 Waiver of Rights

Lookback's failure to enforce any right or provision of these Terms of
Use will not be considered a waiver of such right or provision. The
waiver of any such right or provision will be effective only if in
writing and signed by a duly authorized representative of Lookback.
Except as expressly set forth in these Terms of Use, the exercise by
either party of any of its remedies under these Terms of Use will be
without prejudice to its other remedies under these Terms of Use or
otherwise.

16. Contact Information

If you have any questions about these Terms of Use or the Lookback Platform, please contact us at support@lookback.io; or 470 Ramona Street, Palo Alto, CA 94301.