1) License Grant and Scope

Subject to Customer's timely payment of fees and compliance with this EULA, Loupe Factory grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Software solely for Customer's internal business purposes in accordance with the applicable order form, invoice, online checkout, statement of work, or other ordering document (each, an “Order”) and Loupe Factory documentation made generally available to customers (“Documentation”). No rights are granted except as expressly stated in this EULA. The Software is licensed, not sold.

2) Accounts; Seats; Usage

Access is limited to the number of users, environments, and usage metrics purchased in an Order. Customer will ensure each account is used only by the authorized individual for whom it is provisioned and will not share credentials. Customer is responsible for all activities under its accounts, for designating and managing administrative users, for maintaining accurate account information, and for promptly notifying Loupe Factory at legal@loupefactory.com of any known or suspected unauthorized access or security incident involving the Software.

3) Restrictions

Customer shall not (and shall not permit any third party to): (a) copy, modify, translate, adapt, create derivative works of, or publicly disclose non-public aspects of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code (except to the extent such restriction is prohibited by law); (c) remove or alter proprietary notices; (d) resell, lease, lend, sublicense, distribute, or provide the Software to third parties (including on a service-bureau or time-sharing basis); (e) access or use the Software to build a competing product or for benchmarking publication without Loupe's prior written consent; (f) circumvent or disable technical controls, usage limits, or security mechanisms; (g) introduce malicious code, penetration-test the Software without prior written authorization, or interfere with the Software's operation; (h) use the Software in violation of law, including export-control, sanctions, anti-corruption, or privacy laws; or (i) use the Software for high-risk activities where use or failure could lead to death, personal injury, or severe environmental damage.

4) Ownership; Feedback; Open-Source Notices

Loupe Factory and its licensors own all rights, title, and interest in and to the Software, documentation, and all improvements. Except for the license above, no rights are granted by implication or otherwise. If Customer provides feedback, Customer grants Loupe Factory a perpetual, irrevocable, royalty-free license to use it. The Software may include third-party or open-source components governed by their own licenses; those terms are incorporated by reference.

5) Customer Data; Privacy; Usage Data

“Customer Data” means data and content submitted by or on behalf of Customer to the Software. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Loupe Factory a non-exclusive right to host, copy, transmit, display, and otherwise process Customer Data solely to provide, maintain, support, and secure the Software and as otherwise permitted by this EULA. Customer is responsible for the accuracy, quality, legality, and lawfulness of Customer Data and for obtaining all necessary rights, consents, and notices. Loupe Factory may generate and use aggregated and de-identified data that does not identify Customer or any individual (“Usage Data”) for analytics, security, and product improvement. Processing of personal data is subject to Loupe's Privacy Policy and, where applicable, a data processing addendum executed by the parties.

6) Fees and Taxes

Fees are set forth in the applicable Order and are due as stated there. Fees are non-cancelable and non-refundable except as expressly provided herein or required by law. Past due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Loupe Factory may suspend access to the Software for non-payment after providing written notice and a reasonable cure period. Prices exclude taxes; Customer is responsible for all applicable taxes, duties, levies, and similar governmental charges (excluding taxes based on Loupe's net income).

7) Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that should reasonably be understood as confidential, including Customer Data and the non-public features and performance of the Software. Recipient will protect Discloser's Confidential Information using at least the same degree of care it uses for its own similar information (and no less than reasonable care), will use it only to perform under this EULA, and will disclose it only to personnel and contractors with a need to know and confidentiality obligations no less protective than those in this EULA. Confidential Information excludes information that is independently developed without use of the Discloser's information, becomes publicly available without breach, is rightfully received from a third party without restriction, or was already known without confidentiality obligation. Recipient may disclose Confidential Information if required by law or court order, provided (where legally permitted) it gives prompt notice and reasonable assistance to seek protective treatment.

8) Availability; Support; Changes

Loupe Factory may update, modify, or improve the Software from time to time. Loupe may perform scheduled maintenance and will use commercially reasonable efforts to minimize downtime. Unless expressly set forth in an Order, Loupe Factory does not provide any service level commitment. Loupe Factory may suspend Customer's access to all or part of the Software on written notice if reasonably necessary to prevent harm, address security risk, comply with law, respond to abuse, or enforce this EULA, and will restore access when the issue is resolved.

9) Term; Termination; Effect

This EULA begins on the effective date of the first Order and continues through the subscription term(s) in such Order, including renewals stated in the Order, unless terminated earlier under this EULA. Either party may terminate this EULA or an affected Order for material breach not cured within 30 days after written notice, or immediately if the other party becomes insolvent or ceases business operations. Upon expiration or termination, Customer will cease use of the Software and Loupe Factory may disable access. For 30 days after termination or expiration (unless prohibited by law or needed for legal hold), Customer may request export of Customer Data; after that period Loupe may delete Customer Data in accordance with its retention practices. Termination does not relieve Customer of fees accrued before termination. Sections intended by their nature to survive termination will survive, including Sections 3-7 and 9-13.

10) Disclaimers

Loupe Factory warrants that during the subscription term the Software will perform in all material respects in accordance with applicable Documentation. Customer's exclusive remedies for breach of this warranty are (a) commercially reasonable efforts by Loupe Factory to correct the non-conformity, or (b) if Loupe Factory cannot do so within a reasonable period, termination of the affected Order and a pro rata refund of prepaid, unused fees for the terminated portion. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND LOUPE FACTORY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS CONFIGURATIONS, BUSINESS DECISIONS, AND USE OF OUTPUTS.

11) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS EULA WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LOUPE FACTORY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THE LIMITS IN CLAUSE (B) DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, EITHER PARTY'S BREACH OF SECTION 7 (CONFIDENTIALITY), OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12) Indemnification

(a) By Loupe Factory. Loupe Factory will defend Customer against third-party claims alleging that Customer's authorized use of the Software infringes or misappropriates such third party's intellectual property rights, and will indemnify Customer for damages and costs (including reasonable attorneys' fees) finally awarded or included in a settlement approved by Loupe Factory. Loupe Factory has no obligation for claims arising from Customer Data, combinations not provided by Loupe, unauthorized modifications, or use not permitted by this EULA. If such a claim is likely, Loupe Factory may modify or replace the affected Software, or terminate the affected Order and refund prepaid, unused fees for the terminated portion. (b) By Customer. Customer will defend Loupe Factory against third-party claims arising from Customer Data, Customer's breach of Section 3, or Customer's unlawful use of the Software, and will indemnify Loupe Factory for damages and costs (including reasonable attorneys' fees) finally awarded or included in a settlement approved by Customer. (c) Process. The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement, provided no settlement admits fault or imposes non-monetary obligations on the indemnified party without that party's prior written consent.

13) General

Governing Law; Venue: This EULA is governed by the laws of the State of New York, USA, without regard to conflict-of-law rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in New York County, New York. Assignment: Customer may not assign this EULA without Loupe's prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this EULA. Any prohibited assignment is void. Force Majeure: Neither party is liable for delay or failure due to causes beyond its reasonable control, except for Customer's payment obligations. Export Compliance: Customer will comply with applicable export-control and sanctions laws and will not use the Software in prohibited jurisdictions or by prohibited parties. Entire Agreement; Order of Precedence: This EULA, together with the applicable Order and the Terms of Use, constitutes the entire agreement regarding the Software. If there is a conflict, the Order controls, then this EULA, then the Terms of Use. Updates: Loupe Factory may update this EULA by posting a revised version; material changes for paid subscriptions will take effect on renewal or as otherwise stated in an Order. Notices: Legal notices to Loupe Factory must be sent to legal@loupefactory.com.

Acceptance

By clicking “I agree,” creating an account, or using the Software, Customer accepts this EULA electronically.

For signed enterprise paperwork or legal questions, contact legal@loupefactory.com.