Under no circumstances shall Loóna or its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, or their related companies be liable for indirect, incidental, special, consequential, or exemplary damages (even if we have been advised of the possibility of such damages), arising out of, relating to, or in any way connected with our services or these Terms. Your sole remedy for dissatisfaction with our services including, without limitation, Loóna Сontent is to stop using our services. Such limitation shall also apply with respect to damages incurred by reason of goods received through or advertised in connection with our services or any links placed in our services, as well as by reason of any information or advice received through or advertised in connection with our services or any links placed in our services. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third party or conduct of a third party using our services.

Notwithstanding anything to the contrary contained herein, in no event shall the cumulative liability of Loóna and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies exceed the lesser of the total payments received from you by Loóna during the preceding twelve (12) month period or $100. Furthermore, you agree that any cause of action arising out of, relating to, or in any way connected with any of Loóna Services or these terms of use must commence within one (1) year after the cause of action accrues; otherwise, such cause of action shall be permanently barred.

In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

1. Release

If you are a California resident you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

2. Right to terminate

If you do not comply with our Terms or if we are investigating any suspected non-compliance or misconduct by you, we may take such action that we think is appropriate or necessary, including suspending or ending your access to the whole or any parts of the Loóna Services with immediate effect and permanently. If your non-compliance is curable, we will give you a reasonable opportunity to do so. You may contact us about your suspension or ending your access to Loóna Services at hello@loona.app. 

We retain the right to investigate any non-compliance with these Terms and any misconduct, we shall be entitled to take any action that we deem appropriate or necessary during or in response to such investigation.

You may stop using the Loóna Services at any time. You may terminate the use of Loóna Services at any time by following the on-screen instructions or by contacting us at hello@loona.app.

We may stop providing the Loóna Services (or parts of it) to you or add or create new limits to our Loóna Services (or parts of it) at any time. 

If we suspend or terminate your rights to use the Loóna Services:

1. you must stop all activities authorized by these Terms, including your use of the Loóna Services (and any Content);

2. you must delete or remove the Loóna Services from all mobile devices in your possession and immediately destroy all copies of the Loóna Services which you have and confirm to us that you have done this; and

3. we shall be entitled to remotely remove access to the Loóna Services from your devices and cease providing you with access to the Loóna Services.

3. COPYRIGHT NOTICE

Loóna respects the intellectual property rights of others and requests that users of Loóna Services do the same. If you believe that your work is being used in connection with the Services in a way that constitutes copyright infringement, you may notify us with the following information in writing: (a) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf; (b) identification of the copyrighted work that you claim has been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Loóna to locate the material (for example, by providing a URL to the material); (d) your name, address, telephone number, and email address; (e) 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; and (f) a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

You may send a notification of claimed infringement at email hello@loona.app.

In appropriate circumstances, we will terminate the accounts of Users who are repeat copyright infringers. 

4. Dispute Resolution & Mandatory Arbitration

We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in these Terms. We will contact you based on the contact information you have provided us.

If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may be submitted to arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.

BINDING ARBITRATION AGREEMENT AND CLASS WAIVER DISCLOSURE (APPLICABLE TO U.S. USERS ONLY)

Agreement to Arbitration; Class Waiver.  If you are U.S. User, you and we agree, except as provided below regarding small claims court proceedings, any dispute, claim, or controversy arising out of or relating in any way to, the  Loóna  Service, and the Content, including, but not limited to, our Privacy Policy and/or our privacy practices generally, these Terms, and this Arbitration Agreement, shall be determined by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. YOU AGREE THAT, BY AGREEING TO THESE TERMS, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE TERMS, AND THAT YOU AND WE 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.

Pre-Filing Mediation.  In the event of a dispute, prior to initiating arbitration, the party asserting the claim must first send to the other, by overnight courier, a written Notice of Claim (“Notice”). If you are the claimant, the Notice to Us must be addressed to: Loona Inc, 8 The Green, Ste B, Dover, DE, 19901, USA with a copy by email to hello@loona.app.  If we are the claimant, the Notice must be sent to the address we have on file for you in your Account.  The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.  Following receipt of the Notice, each party agrees to negotiate with the other in good faith about the claim. If the claim is not resolved to the satisfaction of the claimant within sixty (60) days after Notice is provided, the claimant may pursue the claim in arbitration or file a claim in small claims court, as appropriate.  

Additional Arbitration Provisions

Settlement Offers: During the arbitration, the amount of any settlement offer made by you or Us shall not be disclosed to the arbitrator. 

Initiating A Claim: The form required to initiate an arbitration can be printed or downloaded from www.adr.org. Alternatively, you may contact the arbitration administrator by calling 1-800-778-7879 or writing to the American Arbitration Association, 120 Broadway, Floor 21, New York, NY 10271.

Fees for Initiating Arbitration: If you are required to pay a filing fee to initiate arbitration, after we receive notice of the initiation of arbitration, We will promptly reimburse you for your payment of the filing fee at the address provided in the Notice, unless your claim is for greater than US$10,000. 

Applicable Rules; Administrator: The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (the “AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879 or writing to the American Arbitration Association, 120 Broadway, Floor 21, New York, NY 10271. The arbitrator is bound by these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this Arbitration Agreement. 

Location of Hearing: Unless you and We agree otherwise, any arbitration hearings will take place in New York, New York. If your claim is for US$10,000 or less, we agree you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based. 

Class Waiver:  YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and We agree otherwise, the arbitrator may not consolidate the claims of more than one party, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable as applied to any claim asserted by any individual, then the entirety of the arbitration provision set forth herein shall be null and void.

Injunctive Relief Limitation: The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claim.

Small Claims Procedure Alternative: Notwithstanding the foregoing binding arbitration procedure, either party may bring an individual action in small claims court (provided the claim otherwise qualifies for such a program) as an alternative to proceeding with arbitration.

Opt-Out Provision. YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE, OR ATTEMPT TO USE, THE LOÓNA SERVICES BY WRITING TO hello@loona.app OR TO THE ARBITRATION NOTICE ADDRESS. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE OPTING OUT AND CONTAINING ENOUGH DETAILS ABOUT YOU FOR US TO BE ABLE TO IDENTIFY YOU WITHIN THIRTY (30) DAYS. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THESE TERMS.

YOU ACKNOWLEDGE AND AGREE THAT THE BINDING ARBITRATION AGREEMENT AND THE CLASS ACTION WAIVER, AS WELL AS WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL TERMS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN THE DECISION BY US TO PROVIDE THE LOÓNA SERVICE.

No Trial by Jury. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

5. Miscellaneous
   

   1. Assignment. We can assign, transfer, or subcontract any or all of our rights and obligations under these Terms to another organization. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights as set out in these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing in advance.
      
      

   2. Third Party Rights. These Terms are between you and us and are not intended to give third parties any rights to enforce all or any part of these Terms.
      
      

   3. Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
      
      

   4. International Use. You represent and warrant that you are in compliance with all laws, restrictions and regulations administered by the Office of Foreign Assets Control (“OFAC”) or any other foreign governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), entities and persons (collectively, “Embargoed Targets”).  You represent and warrant that you are not an Embargoed Target or otherwise subject to any Economic Sanctions Law. You agree to comply with all Economic Sanctions Laws. Without limiting the generality of the foregoing, you agree not to (a) directly or indirectly export, re-export, transship or otherwise deliver any products, services, technology, or information of any portion thereof to an Embargoed Target or (b) broker or otherwise facilitate any transaction in violation of any Economic Sanctions Laws. 
      
      

   5. Applicable Law and Jurisdiction. 

      This Agreement, and all claims and causes of action in connection with, arising under or relating to the subject matter of these terms and conditions, in the broadest possible way, including tort claims (the “Claims”), shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to its choice of law principles. To the extent applicable, the parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.  The choice of law designated herein shall apply to all factual and legal issues relating to or arising under the contract and shall survive termination of this Agreement.

      Further you and the Company agree to the jurisdiction of Delaware to resolve any Claims that relate to or arise in connection with these Terms and that are not subject to mandatory arbitration under Section 16.
      
      

6. No Waiver. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your non-compliance with any of these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.     

7. Contact Us. If you have any questions or concerns regarding these Terms, you may contact us by email at hello@loona.app.