Terms of Use

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

• use the Lookback Platform for any illegal or unauthorized purpose;
• interfere with, alter, or disrupt the Lookback Platform or the servers on which the Lookback Platform and Lookback Content (as defined below) are hosted, including without limitation by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature;
• post, upload, publish, submit or transmit any content that: (i) is fraudulent, false, misleading or deceptive; (ii) is defamatory, obscene, or offensive; (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 person or entity; or (v) promotes illegal or harmful activities or substances;
• try to access data on the Lookback Platform that you have no permission to access, including, but not limited to, personally identifiable information from other End Users of the Lookback Platform without their permission;
• avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Lookback or any of Lookback's providers or any other third party (including another End User) to protect the Lookback Platform or Lookback Content;
• copy or share the Lookback Platform, including, but not limited to, any software associated with the Lookback Platform (whether in object or source code form), or any Lookback trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Lookback's express written consent;
• decipher, decompile, disassemble or reverse engineer any of the software used to provide the Lookback Platform or the Lookback Content;
• download or share the Sessions in a manner not authorized by Lookback, use any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) to get permanent access to the Sessions; nor
• use the Lookback Platform in any way that does not comply with all applicable laws, rules and regulations.

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.com/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 Termsof Use.

3.2 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) 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).

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.