Terms of Use

I. Acceptance of Terms of Use
These Terms of Use, which include our Privacy Policy, govern your use of the TastemakersGuide Service, including all features and functionalities, user interfaces, and all content and software associated therewith (hereinafter the “Service”, “Website”, “Application”). By activating your account, using, visiting, or browsing the Service you accept and agree to be bound by these Terms of Use. If you do not agree to any of the provisions set forth, you should not activate your account and use the Service or any of TastemakersGuide’s services. Any references to “you” or “your” refer to you, as a user of the Service. References to “we,” “us” and “our” refer to the TastemakersGuide Service, operated by Loopem Inc.

II. Modifications to Terms of Use
We reserve the right to change, alter, replace or otherwise modify these Terms of Use at any time, including the Privacy Policy. It is your responsibility to check this page from time to time for updates. When we make any updates to these Terms of Use, we will highlight this fact on the Website, and the revised Terms of Use will become effective two (2) weeks after such notification. If you do not terminate your account as described in the Termination section below during such two (2) week period, your continued use of the Service after the end of that two (2) week period will constitute your acceptance of the revised Terms of Use. You agree that we are not liable to you or to any third party for any modification of the Terms of Use.

III. Your Account
You agree to provide true, accurate, current, and complete information about yourself as prompted by any registration form (such information being “Registration Data”), and you agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You will be required to provide us with your email address. You must ensure that the email address that you provide is, and remains, valid. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have any reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse to offer you any and all current or future use of the Service. You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your account, whether or not such activity was authorized by you. If you suspect any unauthorized use of your account, notify us immediately. You acknowledge and agree that we may preserve user information and may also disclose user information if required to do so by law or if we believe in good faith that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any Content (as defined herein) violates the rights of third parties; or (d) protect the rights, property, or personal safety of Loopem Inc, its users, or the public. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations. You may terminate your account at any time as described in the Termination section below. Furthermore, we reserve the right to terminate or restrict your use of the Application, without notice, for any or no reason whatsoever.

IV. Content
We may review and delete any Content, in whole or in part, that in our sole judgment violates these Terms of Use or that might be offensive, illegal, or that might violate the rights of or harm any third parties. Nonetheless, under no circumstances will Loopem Inc., or its shareholders, directors, officers, or employees be held liable for any loss or damage caused by your reliance on Content obtained through the Application. It is your responsibility to evaluate the Content available through the Application, including, without limitation, translations provided through any third party translation program. Although Content will not be pre-screened or reviewed, we reserve the right to refuse or delete any Content. Except as provided in our Privacy Policy, we will not disclose your Private Content to third parties without your express written permission, or where we believe, in good faith, that the law requires us to disclose the information. When you post Content, you are acknowledging that you are the owner of said content and or have rights to post it and you hereby grant (or warrant that the owner of the Content grants) us a royalty-free, perpetual, irrevocable, fully sub-licensable, worldwide, non-exclusive right to use, transmit, distribute and display the Content within the web site as long as you have an active account. Any use outside of the web site will be with your consent. For more information on Content, please review our Privacy Policy. You are responsible for your own Content on the Service and the consequences of posting or publishing it. By uploading Content to the Service, you hereby represent and warrant that: (a) You own all right, title and interest (including all intellectual property rights) in your Content (including, without limitation, all rights to the audio, video, or digital recording, and the performance contained in your Content) or, alternatively, you have acquired all necessary rights in your Content to enable you to grant the rights in your Content described herein; (b) You have already paid, and you will be solely responsible for paying (to the extent any later become due) all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Service. (c) You are the individual pictured and/or heard in your Content, or, alternatively, you have obtained permission from any and all individuals (including consent from parents or guardians for any individual under the age of eighteen (18)) who appear and/or are heard in your Content to grant the rights described herein; (d) You shall make such permissions available to us upon request; (e) Your Content does not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party; and (f) You agree to keep all records necessary to establish that your Content does not violate any of the foregoing representations and warranties and to make such records available upon our request. You acknowledge that your consideration for the rights you grant hereunder in and to your Content is, among other things, the tools and functionality provided for your use on the Service and the possibility of our review or use of your Content. You will not receive any further compensation of any kind for your Content and you will not receive credit on or in association with the Content. Your Content will not be acknowledged, returned or held “in confidence” by us. We reserve the right in our sole discretion to remove or not post any Content, for any reason. We have no obligation to inform you of any decision to remove or not post such materials. We may, from time to time, invite or provide you with means to provide feedback regarding the Service, and in such circumstances, any feedback you provide will be deemed non-confidential and we shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

V. Proprietary Rights
We own and retain all proprietary rights in the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. All graphics, logos, page headers, button icons, scripts and service names are our trademarks or trade dress. Any trademarks not owned by us that appear on the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. You agree not to copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Service, without first obtaining our prior written consent or, if such property is not owned by us, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

VI. Use of the Service
Subject to your strict compliance with these Terms of Use, Loopem Inc grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the TastemakersGuide Service (“Software”) on an unlimited number of personal computers and mobile devices, solely to use the Service to the extent you have the right to access the Service. Except for this license granted to you, we retain all right, title, and interest in and to the Software, including all related intellectual property rights. The Software is protected by applicable intellectual property laws, including United States copyright law and international treaties. Except as otherwise explicitly provided in these Terms of Use or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Software; (b) rent, lease, or sublicense the Software; nor (c) circumvent or disable any security or technological features or measures in the Software. The above license is conditional upon your strict compliance with these Terms of Use. Further, you agree to not use the Service to: (a) Commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or regulation; (b) Harm minors in any way; (c) Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person. (d) Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (e) Intentionally or unintentionally violate any applicable local, state, national, or international law, “stalk” or otherwise harass another, or collect or store personal data about other users; (f) Use any automated means to access the Service or collect any information from the Service (including, without limitation, robots, spiders, or scripts); (g) Frame the Service, utilize framing techniques to enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect the display of its pages. This means, among other activities, that you must not engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information; (h) Adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Service, except (i) where such Content is your Content, or (ii) as permitted under these Terms of Use, and within the parameters set by the Service; (i) Use any Content (other than your Content) in any way that is designed to create a separate content service or that replicates any part of the Service offering; (j) Alter or remove, attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Service or any Content appearing on the Service (other than your Content); (k) Copy or adapt the object code of the Service, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Service, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than your Content; (l) Violate, circumvent or attempt to violate or circumvent any data security measures employed by Loopem Inc.; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Loopem Inc.’s servers, system or network or attempt to breach Loopem Inc.’s data security or authentication procedures; attempt to interfere with the Application by any means including, without limitation, hacking Loopem Inc.’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Loopem Inc. under these Terms of Use, Loopem Inc. reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations. (m) Upload, post, store, host, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public: (1) any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in our reasonable discretion; (2) any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; (3) any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in our reasonable opinion; (4) any Content that disparages or denigrates Loopem Inc. or its officers, employees, representatives licensees, licensors and assigns in our reasonable opinion; (5) any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Service or servers or networks forming part of, or connected to, the Service, or which does or might restrict or inhibit any other user’s use and enjoyment of the Service; or (6) any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation. You agree to comply with the above conditions, and acknowledge and agree that we have the right, in our sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking legal action and/or reporting offending users to the relevant authorities.

VII. Claims of Copyright Infringement
We respect the intellectual property rights of others, and require that the people who use the Service do the same. It is our policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on the Service in a way that constitutes copyright infringement, you may notify us by providing our copyright agent 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 us to locate 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; (f) A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. If we receive such a claim, we reserve the right to refuse or delete Content as described under these Terms of Use and to terminate a user’s account. Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act OF 1998 (“DMCA”) is: Loopem Inc c/o Michael Bruno CEO copyright@tastemakersguide.com Subject Line: Attn: Copyright Infringement After receiving a claim of infringement, we will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we will act expeditiously to remove or disable access to any material claimed to be the subject of infringing activity, and we will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We will take reasonable steps to promptly notify the user that we have removed or disabled access to such material. Upon receipt of proper counter notification under the DMCA, we will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that we will replace the removed material or cease disabling access to it in ten (10) business days. Unless our designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on the Service, we will replace the removed material and cease disabling access to it. You may provide us with a counter notification by providing our copyright agent the following information in writing: (a) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (b) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (c) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if you address if outside of the United States, for any judicial district in which we may be found and that you will accept service of process from the person who provided the initial notice of infringement; and (d) Your physical or electronic signature.

VIII. Safety and Privacy
We disclaim any and all direct or indirect liability for any losses or damages, whether direct, indirect, general, special, compensatory, consequential, and/or incidental arising out of or relating to the conduct of you or anyone else in connection with the Service, or stemming from information they may have learned from the Service, including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from improper use by any party of your personally identifiable information, and you hereby irrevocably waive any claim against us with respect thereto. See the Service’s Privacy Policy for more information regarding privacy.

IX. Third Party Websites, Applications, Services and Products
The Application may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (hereinafter “External Services”). Loopem Inc. does not have or maintain any control over External Services and is not and cannot be responsible for their content, operation or use. By linking or otherwise displaying information from or providing access to any External Services, Loopem Inc. does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information, products or services provided by such External Services. External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by Loopem Inc. with respect to the Service. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable enquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services. You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services. We disclaim any and all responsibility or liability for any harm resulting from your use of External Services or Third party Products, and you hereby irrevocably waive any claim against us with respect to the content or operation of any External Services, and the safety or effectiveness of Third Party Products.

X. Termination
You may terminate your account at any time by contacting Loopem Inc at contact@tastemakersguide.com and we will remove all of your information within 72 hours. We may suspend your access to the Service and/or terminate this Agreement at any time if (i) you are deemed to be a repeat copyright infringer as described above; (ii) you are in breach of any of the material provision of these Terms of Use; (iii) we elect at our discretion to cease providing access to the Service in the jurisdiction where you reside or from where you are attempting to access the Service, or (iv) in other circumstances as determined by us at our discretion. Once your account has been terminated, any and all Content residing in your account, or pertaining to activity from your account may be irretrievably deleted, except to the extent that we are obliged or permitted to retain such Content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or backup any material that you have uploaded to your account before terminating your account, as we assume no liability for any material that is irretrievably deleted following any termination of your account. The provisions of these Terms of Use that are intended by their nature to survive the termination or cancellation of this Agreement will survive the termination of this Agreement.

XI. Disclaimers of Warranties and Limitations on Liability
THE TASTEMAKERSGUIDE SERVICE, INCLUDING THE APPLICATION AND USER INTERFACES, AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE TASTEMAKERSGUIDE SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE TASTEMAKERSGUIDE SERVICE, THE APPLICATION AND USER INTERFACES, AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE TASTEMAKERSGUIDE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT WE MAY ELIMINATE OR OTHERWISE MODIFY ANY OR ALL ASPECTS OF THE TASTEMAKERSGUIDE SERVICE, INCLUDING FEATURES, WITHOUT COMPENSATION OR NOTICE TO YOU. Without limiting the foregoing, we and our licensors assume no liability or responsibility for any of the following: (i) errors or omissions in the Content delivered by the TastemakersGuide Service or on the Service or user interfaces; (ii) recommendations or advice of our customer service representatives; (iii) any failure or interruption in the availability of the TastemakersGuide Service and/or website or user interfaces, (iv) delivery and or display of any Content contained on the Service, user interfaces, or otherwise through the TastemakersGuide Service; and (v) any losses or damages arising from the use of the Content provided on the Application, user interfaces, or otherwise through the TastemakersGuide Service itself, including any losses or damages arising from downloading of related software, downloading and/or use of any other software, including any remote desktop tool offered by our customer service representatives, optical media discs or any conduct by users of the TastemakersGuide Service, the Application or user interfaces. TO THE EXTENT ALLOWABLE BY LAW, WE AND OUR LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. In addition, we do not represent or warrant that the information accessible via the Application is accurate, complete or current. We do not represent or guarantee that your use of the TastemakersGuide Service will be free from interruption, loss, corruption, attack, viruses, interference, hacking, or other security intrusion and we disclaim any liability with respect thereto. No oral or written information or advice given by us or our authorized representative shall create a warranty or otherwise constitute a representation binding upon us or our affiliated parties. IN NO EVENT SHALL WE, OR OUR SUBSIDIARIES OR ANY OF OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE TastemakersGuide SERVICE, THE APPLICATION AND USER INTERFACES, AND ALL CONTENTS AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO THE TastemakersGuide SERVICE, INCLUDING ANY OPTICAL MEDIA DISCS, FEATURES OR FUNCTIONALITIES ASSOCIATED THEREWITH. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE TastemakersGuide SERVICE, INCLUDING THE APPLICATION AND USER INTERFACES, AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED $300. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION OR OTHER SECTIONS OF THESE TERMS OF USE, INCLUDING ANY PORTION OF THE PRIVACY POLICY, TO BE UNENFORCEABLE, THEN THOSE PORTIONS DEEMED UNENFORCEABLE SHALL BE SEVERED AND THE TERMS OF USE SHALL BE ENFORCED ABSENT THOSE PROVISIONS AND ANY LIABILITY WILL BE LIMITED TO ONE DOLLAR (U.S. $1.00) OR THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

XII. Indemnification
You hereby agree to indemnify, defend and hold harmless Loopem Inc., its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees and court costs, resulting from: (1) any violation by you of these Terms of Use; (2) any claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of your Content on the Service, and/or your making available thereof to other users of the Service, and/or the actual use of your Content by other users of the Service in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of your Content; and (3) any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by our act or default.

XIII. Release
In the event that you have a dispute with one or more users of the Service, you release us (and our officers, directors, agents, subsidiaries, parent corporation, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

XIV. Assignment to Third Parties
We may assign, license, or sublicense our rights and (where permissible by law) our obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of our assets or business. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without our prior written consent.

XV. Severability
Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

XVI. Entire Agreement
These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and us with respect to your use of the Application and supersede any prior agreement between you and us. Any modifications to this Agreement must be made in writing.

XVII. Arbitration Agreement
The parties agree that any dispute, claim or controversy arising out of or relating in any way to the TastemakersGuide Service, including our website, user interfaces, and these Terms of Use, shall be determined by binding arbitration instead of in courts of general jurisdiction. 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. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Loopem Inc. are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your use of the Application. If you elect to seek arbitration, you must first send to us, by certified mail, a written Notice of your claim (“Notice”). If we elect to seek arbitration, we will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Loopem Inc. and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Loopem Inc. may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. 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 (“AAA”), as modified by this Agreement, 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 by writing to us. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Loopem Inc. and you agree otherwise, any arbitration hearings will take place in the jurisdiction of New York. If your claim is for US$10,000 or less, we agree that 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 reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of our last written settlement offer made before an arbitrator was selected (or if we did not make a settlement offer before an arbitrator was selected), then we will pay you the amount of the award or US$1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. YOU AND LOOPEM INC. 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, unless both you and Loopem Inc. agree otherwise, the arbitrator may not consolidate more than one 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 arbitration provision shall be null and void. The arbitrator 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.

XVIII. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. without regard to conflict of laws provisions. If any provision or provisions of these terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and shall remain in full force and effect.