Terms of Service

1Definitions

"Billing Period" means the recurring period, of one month or one year at your election, for which Fees are charged in advance.

"Coins" means Look Coins, the prepaid units of account described in clause 8.

"Confidential Information" has the meaning given in clause 16.

"Content" means any information, file or material that you or your Users submit to, store in, or display through the Service, including documents, images, video, audio and third-party links.

"Contract" means the agreement for the Service between you and us, comprising these Terms, the Data Processing Agreement, the Service Level Agreement, any Order Form signed by both parties, and your online registration information.

"Data Processing Agreement" or "DPA" means the data processing agreement entered into between you and us in respect of Personal Data processed through the Service, a current copy of which is available on request from support@lookdigitalsignage.com.

"Fee" means the amount payable by you for each Paired Screen and for any other element of the Service, as specified on the Website, in your Personal Account, or as separately agreed in writing.

"Free Trial" means a one-time 14-day trial subscription during which you may use the Service without payment.

"Generated Content" has the meaning given in clause 9.

"Hardware" means your computer, media player, or other device used to access or run the Service.

"Intellectual Property Rights" means patents, utility models, trade marks, service marks, trade names, domain names, design rights, copyright, moral rights, topography rights, database rights, rights in performances, trade secrets and know-how, in each case whether registered or unregistered, together with all existing registrations, pending applications, the right to apply, and all equivalent or comparable rights in any jurisdiction.

"Login Details" means the unique username and password each User must use to access the Service.

"Minimum Requirements" means the minimum specifications for Hardware required to use the features and functionality of the Service, as specified on the Website from time to time.

"Network" means the electronic communications network used by us to provide the Service.

"Pair" or "Paired" means a Screen that has been registered to the Service, allowing you to display Content on that Screen.

"Personal Account" means the self-service area of the Service containing your account information, connected services, Rate Plan, Coin balance and billing records, and through which you manage the Service.

"Personal Data" has the meaning given in the applicable data protection law, including the EU GDPR, the UK GDPR and the Delaware Personal Data Privacy Act.

"Rate Plan" means the set of commercial conditions approved by us and published on the Website or in your Personal Account under which the Service is provided.

"Screen" means any television, monitor or other display device supported by the Service that you have Paired.

"Service Level Agreement" or "SLA" means the service level agreement published at www.lookdigitalsignage.com/sla, which forms part of the Contract.

"Subscription" means the provision of the Service under a Rate Plan for a Billing Period against payment of the Fees.

"System" means the computers, networks, programming and communication facilities used by us to operate the Service.

"Taxes" has the meaning given in clause 12.1.

"Use" means accessing the Service for your organisation's own internal business purposes.

"User" means an individual whom you have permitted to use the Service and who has been issued Login Details.

2The Contract, registration and term

2.1To use the Service you must register using the online registration form on the Website. By completing that form you agree to our verification and security procedures in respect of the information you provide.

2.2The Contract comes into force on the date we send you the confirmation email following your registration.

2.3The Contract runs for the Free Trial period. Unless terminated in accordance with clause 6, at the end of the Free Trial the Contract automatically continues for successive Billing Periods of one month or one year, as you elect, until terminated in accordance with these Terms.

2.4You warrant that the information you provide is true, accurate and complete, and that you will notify us of any change without undue delay. Failure to maintain accurate information is a breach of these Terms and may result in suspension or termination of your Personal Account.

2.5You warrant that (a) all Users are at least 18 years old; (b) you have the legal capacity to enter into and be bound by the Contract; and (c) you will comply with all laws applicable to your use of the Service.

3Free Trial

3.1We offer a one-time 14-day Free Trial during which you may use the Service without payment.

3.2During any Free Trial the Service may have reduced functionality and limits, including a limit on the number of Screens that may be Paired.

3.3If you use the Free Trial, you agree that we may send you messages, notifications and news about the Service to the email address you provided and to any alternative address you have given us.

3.4We may change, limit or withdraw the Free Trial offer at any time. Any such change does not affect a Free Trial already in progress.

3.5On expiry of the Free Trial you may either continue to access the Service by paying the Fees, or stop using the Service.

3.6If you do not continue after the Free Trial, you acknowledge that Content stored during the Free Trial will cease to be available through the Service.

3.7The Service Level Agreement does not apply during a Free Trial.

4Your obligations and acceptable use

4.1You warrant that you own, are licensed, or otherwise have the right to use all Intellectual Property Rights in any Content you provide to the Service.

4.2You acknowledge that the Service does not verify the rights or restrictions applicable to any Content. Where you are not the owner of Content, you alone are responsible for verifying the licence rights and restrictions that apply to it.

4.3You are solely responsible for all activity on your Personal Account and for the acts and omissions of your Users. A breach of these Terms by a User is treated as a breach by you.

4.4You must, and must ensure that each User does:

• 4.4.1 not permit any person other than that User to use their Login Details;
• 4.4.2 not use Login Details to impersonate another person;
• 4.4.3 comply with our instructions and policies concerning the Website and the Service;
• 4.4.4 not do anything that infringes the Intellectual Property Rights or other rights of any third party;
• 4.4.5 co-operate with any reasonable security measure, mandatory legal check or request for information that we make from time to time.

4.5You are responsible for ensuring that Content is not offensive, unlawful or otherwise inappropriate, and in particular that it does not:

• 4.5.1 encourage any unlawful activity;
• 4.5.2 encourage abusive, threatening, obscene, defamatory or libellous behaviour;
• 4.5.3 promote or contain information that you know or believe to be inaccurate, false or misleading;
• 4.5.4 provide instructional information about unlawful activities, including violating the privacy of others or creating computer viruses;
• 4.5.5 contain any virus or other device that may impair or adversely affect the operation of the Website or the Service;
• 4.5.6 promote gambling schemes, sweepstakes or pyramid schemes;
• 4.5.7 infringe any Intellectual Property Rights or other proprietary rights of any third party;
• 4.5.8 harass or advocate harassment of any person;
• 4.5.9 display pornographic or sexually explicit material;
• 4.5.10 promote racism, bigotry, hatred or physical harm of any kind against any group or individual.

4.6You must not misuse the Website or the Service by knowingly introducing viruses, trojans, worms, logic bombs or other malicious or technologically harmful material. You must not attempt to gain unauthorised access to the Website, the System, or any server, computer or database connected to them, and must not attack them by denial-of-service or distributed denial-of-service attack. We will report any such conduct to the relevant law enforcement authorities and will co-operate with them, including by disclosing your identity. Your right and that of your Users to use the Website and the Service ceases immediately on any such breach.

4.7You must notify us without undue delay of any security breach or unauthorised use of Login Details or of your Personal Account.

4.8You must keep, and ensure that all Users keep, all registration data confidential and protected. Without prejudice to our other rights and remedies, we may immediately disable Login Details and suspend access to the Service where we have reasonable grounds to believe that this clause 4 has been breached.

4.9Where you or a User breaches this clause 4, or where we reasonably suspect such a breach, we may suspend or terminate the Contract with immediate effect on written notice.

5Fair Use Policy

5.1You may connect one Screen per licence. Where you use a dedicated hardware device to transmit a single signal to multiple displays in close physical proximity to one another, those displays are treated as one Screen for licensing purposes.

5.2For the avoidance of doubt, you may not split a signal from one device to power multiple displays that are not in close physical proximity without purchasing an additional licence for each Screen.

5.3Where we believe you are using the Service outside the scope of this Fair Use Policy, we will contact you to agree a solution, which may include additional Fees. If no solution is agreed, we may terminate the Contract in accordance with clause 19.

6Termination

6.1You may terminate the Contract at any time by written notice to the address in clause 24. Termination takes effect at the end of the Free Trial or of the Billing Period in force when we receive your notice. Fees already paid are not refunded, except where clause 22 applies.

6.2We may terminate the Contract for convenience on written notice, with effect from the end of the then-current Billing Period. Where we do so, we will refund a pro-rata portion of any Fees paid in advance for the period after termination takes effect.

6.3We may suspend or terminate your use of the Service immediately on notice where:

• 6.3.1 a third-party service or network provider ceases to provide us with access to a service or network necessary for the Service;
• 6.3.2 you fail to comply with one or more of these Terms;
• 6.3.3 we reasonably believe there has been fraudulent use, misuse or abuse of the Service;
• 6.3.4 we reasonably believe you have provided false, inaccurate or misleading information; or
• 6.3.5 you fail to pay any Fee or Tax when due and do not remedy that failure within 14 days of written notice.

6.4No Fees are refunded where we terminate under clauses 6.3.2 to 6.3.5.

6.5On termination, your access and that of your Users to the Website and the Service ends and Content ceases to be available through the Service. On written request made before termination takes effect, we will make Content available for export for 30 days after termination.

6.6We may retain copies of Content and other data for audit, tax or legal compliance purposes, or as required by applicable law. Such copies remain subject to clause 16.

6.7Clauses 1, 11, 12, 13, 14, 16, 17, 18, 21, 22 and 23 survive termination.

7Fees and payment

7.1The Service is billed on a subscription basis. You are billed in advance for each Billing Period. Billing Periods may be monthly or yearly at your election.

7.2At the end of each Billing Period the Subscription renews automatically on the same terms unless cancelled by you or by us. You may cancel renewal through your Personal Account or by contacting customer support.

7.3You must provide a valid payment method when creating a paid Subscription. You must provide accurate and complete billing information, including full legal name, address, state or region, postal code, telephone number and payment method details. By submitting payment information you authorise us to charge all Fees and Taxes incurred on your account to that payment method.

7.4All Fees are payable in advance and are based on the number of Screens Paired at the start of the relevant Billing Period.

7.5If you unpair or switch off a Screen during a Billing Period, the Fee for that period is not reduced or refunded.

7.6If you Pair an additional Screen during a Billing Period, an additional Fee is payable for that Screen, calculated pro rata for the remainder of that Billing Period.

7.7Except as set out in clause 22, all Fees are non-refundable unless otherwise agreed by us in writing or required by law.

7.8We may change the Fees for a Rate Plan at our discretion. Any change takes effect from the start of the Billing Period following the Billing Period in which we give you notice. We will give you reasonable prior notice so that you may cancel before the change takes effect. Continued use of the Service after a Fee change takes effect constitutes acceptance of the new Fees.

7.9Current Rate Plans and Fees are published on the Website and in your Personal Account.

7.10Where any amount is not paid when due, we may charge interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until payment is received, and may suspend the Service under clause 6.3.5.

8Currency

8.1Fees are set separately in United States Dollars (USD), Euro (EUR) and Pounds Sterling (GBP). The price lists in each currency are independent. They are not conversions of one another and are not linked to any exchange rate or reference rate.

8.2The billing currency is determined by the billing address you provide:

• EUR for a billing address in a Member State of the European Union;
• GBP for a billing address in the United Kingdom;
• USD for all other billing addresses.

8.3The billing currency is fixed when your Subscription is created and applies for the remainder of the then-current Billing Period.

8.4If you change your billing address, the billing currency is re-determined with effect from the next Billing Period. No retrospective conversion, adjustment, credit or refund is made in respect of any earlier Billing Period.

8.5All amounts must be received by us in full in the invoiced currency. All bank charges, card issuer fees, cross-border fees, currency conversion costs and similar charges are borne by you.

9Taxes

9.1All Fees and all other amounts payable under the Contract are exclusive of value added tax, goods and services tax, sales, use and consumption taxes, and of any other similar indirect taxes, duties, levies or charges, together with any related interest and penalties (together, "Taxes"). Taxes are payable by you in addition to the Fees.

9.2Where we are required to collect and account for any Tax on a supply made to you, we will add that Tax to the invoice at the rate in force in your jurisdiction at the tax point, and you will pay it together with the Fees.

9.3Your place of supply is determined by the billing address you provide, supported by at least two items of non-contradictory evidence, which may include the billing address, the IP address used to access the Service, the country of issue of your payment instrument and the country of your bank.

9.4You warrant that the billing address and all other information you provide for tax purposes are complete, accurate and current, and you will notify us of any change within 14 days.

VAT identification and reverse charge

9.5If you are a business established in the European Union or the United Kingdom, you may provide a valid VAT identification number before the relevant supply. We will validate it against the EU VIES service or the HMRC service, as applicable.

9.6Where the number is successfully validated and corresponds to the country of your billing address, we will not charge VAT, the supply will be treated as subject to the reverse charge, and you will account for VAT in your own jurisdiction.

9.7If you do not provide a VAT identification number, or the number provided cannot be validated, or it does not correspond to the country of your billing address, we will treat you as a non-taxable person and will charge VAT at the rate applicable in your jurisdiction. This applies whether or not you are in fact carrying on a business.

9.8We may re-validate your VAT identification number at any time and on each renewal. If validation fails, we will charge VAT with effect from the next invoice, having given you 14 days' notice.

9.9You are responsible for the accuracy of every VAT identification number and address you provide. If any Tax, interest, penalty or charge is assessed against us because information you provided was incorrect, incomplete or out of date, or because a number you provided was invalid or not properly held by you, you will indemnify us in full on demand, and we may invoice that amount to you.

9.10Where we have not charged Tax that should have been charged, we may issue a supplementary invoice for that Tax in respect of the affected periods, and you will pay it within 14 days of the invoice date.

9.11A VAT identification number provided after an invoice has been issued does not entitle you to a refund or credit of Tax already charged and accounted for, and we are under no obligation to reissue, credit or amend that invoice.

Withholding

9.12All amounts payable by you under the Contract are payable free and clear of any deduction or withholding. If any deduction or withholding is required by law, you will increase the amount payable so that, after the deduction or withholding, we receive the amount we would have received had no deduction or withholding been required. You will provide official receipts evidencing amounts withheld within 30 days of payment.

9.13We may require you to provide tax residency certificates, exemption certificates or other documentation reasonably necessary to determine our tax obligations, and may suspend the Service until such documentation is provided.

10Look Coins

10.1Look Coins ("Coins") are prepaid units of account redeemable solely within the Service for content generation and other features that we designate from time to time. Coins are not electronic money, not a payment instrument, not a security and not legal tender. They have no value outside the Service, may not be transferred between accounts, sold, exchanged or assigned, and may not be redeemed for cash.

10.2Included Coins. Each paid Rate Plan includes an allowance of Coins for each Billing Period. The allowance is a usage limit of the Subscription and not a separately purchased item. Unused Included Coins do not carry over and expire at the end of the Billing Period in which they are granted.

10.3Top-up Coins. Coins purchased separately are consumed only after the Included Coins allowance for the current Billing Period has been exhausted. Top-up Coins remain valid for twelve (12) months from the date of purchase and expire at the end of that period.

10.4Pricing and consumption. Coin prices and the number of Coins consumed by each generation type are published in your Personal Account and may be changed by us with effect for future purchases and future generations. The number of Coins consumed depends on the model, output type and output length selected, is determined at the time of the generation, and is not refundable once the generation has been submitted.

10.5Failed generations. Where a generation fails for reasons attributable to the Service, we will restore the Coins consumed. We are not obliged to restore Coins where the generation completed but you are dissatisfied with the result, or where the failure results from your input or instructions, or from a restriction applied by a third-party model provider.

10.6Termination. On termination of the Contract by you, or by us under clause 6.3, all Coins expire immediately without refund. Where we terminate for convenience under clause 6.2, we will refund the unused balance of Top-up Coins at the price you paid for them.

10.7Taxes. Coins are treated as a prepayment for services. Tax is charged when Coins are purchased, in accordance with clause 9. Expiry of Coins does not give rise to any refund of Tax.

11Generated Content

11.1Certain features of the Service allow you to create images, video, audio and text ("Generated Content") using artificial intelligence models operated by third parties. We provide access to those models as part of the Service. We do not create, select, review, approve, moderate or endorse Generated Content.

11.2You decide what is generated. You are solely responsible for the prompts, reference images, source material and instructions you submit, for the Generated Content produced from them, and for every use you make of that Generated Content, including displaying it on any Screen.

11.3Content of images and video. You are solely responsible for ensuring that Generated Content, and your use of it, does not infringe any Intellectual Property Rights, right of privacy, right of publicity, personality or image rights, moral rights, trade mark or any other right of any person, and does not breach any applicable law, advertising standard or industry code in any territory where it is displayed. We accept no responsibility whatsoever for what is depicted in, or conveyed by, any Generated Content.

11.4Music, sound and voice. You are solely responsible for all audio accompanying or contained in Generated Content, including music, soundtracks, sound effects, synthesised voices and voice likenesses, and for obtaining every licence, clearance, permission and public performance right required in each territory where the content is displayed or played, including from collecting societies and rights holders. We do not obtain, provide, procure or verify any such licence, and no Fee paid to us includes any music, synchronisation, mechanical or public performance licence of any kind.

11.5Identifiable persons. You must not generate or display content depicting an identifiable person, their face or their voice without that person's documented consent, and you must not use the Service to create content that falsely represents any person, organisation or event.

11.6No warranty. Generated Content is produced by automated systems and is provided "as is". We make no representation or warranty that Generated Content is accurate, original, non-infringing, fit for any purpose, free of resemblance to existing works, or suitable for public display. We do not warrant that the same prompt will produce the same or a similar result.

11.7Third-party model terms. Your use of generation features is additionally subject to the terms and acceptable use policies of the relevant model providers, as notified in your Personal Account. Where a model provider restricts, suspends or withdraws a model, or changes its terms, we may change, restrict or remove the corresponding feature without liability, and Coins already consumed will not be restored.

11.8Ownership. As between you and us, you own the Generated Content you produce, to the extent that such ownership is capable of subsisting in it and is granted to us by the relevant model provider. You acknowledge that in a number of jurisdictions purely machine-generated output may not attract copyright protection, and that identical or similar output may be produced for other users.

11.9AI transparency. Where required by applicable law, Generated Content may be marked as artificially generated or manipulated, including by metadata or watermark. You must not remove, alter or obscure any such marking.

11.10Enforcement. We may, without liability, remove Generated Content, restrict access to generation features, or suspend or terminate your Personal Account where we reasonably believe this clause 11 has been breached.

11.11Your indemnity in respect of Generated Content is set out in clause 18.

12Content

12.1You and your Users may post or otherwise make Content available through the Service.

12.2Posting Content must not violate the privacy rights, publicity rights, copyright, contractual rights or any other rights of any person.

12.3You are responsible for the Content that you or your Users post, including its legality, reliability and appropriateness.

12.4By posting Content you warrant that it belongs to you or your Users, or that you or your Users have the right to use it.

12.5You and your Users retain all rights in Content submitted, posted or displayed through the Service.

12.6You are responsible for protecting your rights and those of your Users in Content.

12.7Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, compress, transcode, cache, transmit and display Content solely to the extent necessary to provide, maintain, secure and support the Service for you and to comply with applicable law. This licence terminates when the Content is deleted or the Contract ends, save for backup copies retained under clause 6.6. We will not use Content for any other purpose, and will not use Content to train any artificial intelligence model.

12.8The Service is provided to facilitate the display of Content on Screens and must not be relied on as a backup facility. You must maintain your own backups of Content. We are not liable for any loss or damage arising from your failure to do so.

13Access to the Service and support

13.1The Network is not controlled by us and may be upgraded, modified or maintained by its owner from time to time, which may cause temporary unavailability of the Service. Our service levels are set out in the Service Level Agreement at www.lookdigitalsignage.com/sla.

13.2We will make reasonable efforts to make the Service available at all times but cannot guarantee uninterrupted or fault-free service.

13.3Our ability to provide the Service may be affected by conditions beyond our control, including third-party service providers, atmospheric or geographical conditions, local physical obstacles, the capability of your Hardware and operating system, and concurrent load on the Network. We will take reasonable steps to minimise disruption, but you acknowledge that some disruption may be unavoidable.

13.4We use industry standard security measures to protect against loss, misuse and alteration of data processed by the Service. You acknowledge that no security measure is complete and that we cannot guarantee that such measures will prevent unauthorised access.

13.5We may change the Service from time to time at our discretion, including by adding, modifying or removing features. Where a change has a material adverse effect on the Service and you are not satisfied with it, you may terminate the Contract with immediate effect on written notice given within 30 days of the change.

13.6We provide support Monday to Friday, 09:00 to 18:00 UTC, excluding United States public holidays, in relation to your use of the Service. Support includes guidance on use of the Service and diagnosis of service interruptions reported to support@lookdigitalsignage.com.

13.7Fault diagnosis depends on you providing a clear and accurate description of the fault, including the circumstances in which it arose, the area of the Service affected, and any other information we reasonably require.

13.8You acknowledge that we use compression to transmit Content to Screens, which may reduce image quality on the Screen. We do not warrant that any attempt to Pair a Screen will succeed; this may depend on the Screen meeting the specifications we publish from time to time.

14Changes to these Terms

14.1We may modify or replace these Terms at our discretion.

14.2Where a change is material, we will give at least 30 days' notice before the new Terms take effect, by email to the address on your account and by publication on the Website.

14.3Minor changes may be made by publication on the Website with reasonable notice.

14.4Continued use of the Service after a change takes effect constitutes acceptance of the revised Terms. If you do not accept a change, you may terminate the Contract with effect from the date the change would take effect, and we will refund a pro-rata portion of any Fees paid in advance for the period after termination.

15Data protection

15.1Where we process Personal Data on your behalf in connection with the Service, we act as processor and you act as controller. Both parties will comply with their respective obligations under the Data Processing Agreement, which is incorporated into the Contract.

15.2Where we process Personal Data for our own purposes, including account administration, billing and marketing, we act as controller and our Privacy Policy applies.

15.3The categories of sub-processors we use are described in our Privacy Policy. A current list of named sub-processors, including the providers of any artificial intelligence models used by generation features, is available on request from support@lookdigitalsignage.com. We will give at least 30 days' notice before adding or replacing a sub-processor, and you may object on reasonable data protection grounds in accordance with the DPA.

Google User Data

15.4When you connect a Google account to the LOOK Calendar app, we access the following data with read-only permissions: your name and email address, your list of calendars and their time zones, calendar events, and Google Tasks. This data is used only to display your schedule and tasks on your own signage screens. We never create, edit or delete your Google data.

15.5We do not share Google user data with third parties, use it for advertising, or transfer it to any AI/ML service. LOOK's AI features (powered by OpenAI, fal.ai and OpenRouter) work only with content you create in the LOOK editor and never receive Google user data. Google user data is not used to develop, improve or train generalized AI/ML models.

15.6LOOK's use and transfer of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements. The use of raw or derived user data received from Workspace APIs will adhere to the Google User Data Policy, including the Limited Use requirements.

15.7You can disconnect your Google account at any time in the Calendar app settings or at https://myaccount.google.com/permissions.

16Confidentiality

16.1"Confidential Information" means any information, in any form, disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that a reasonable business person would consider confidential, including:

• (a) information relating to the Disclosing Party's business operations, affairs, customers, clients, suppliers or strategic plans; and
• (b) information concerning the Disclosing Party's operations, processes, product details, know-how, designs, trade secrets or software.

16.2Confidential Information does not include information that:

• (a) is or becomes publicly available other than through breach of the Contract;
• (b) is or becomes available to the Receiving Party on a non-confidential basis from a third party not known to be bound by a confidentiality obligation;
• (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
• (d) was lawfully in the Receiving Party's possession before disclosure.

16.3The Receiving Party will keep all Confidential Information strictly confidential.

16.4The Receiving Party will limit access to Confidential Information to those of its employees, agents and subcontractors who need it to perform the Contract, and will ensure they are bound by obligations no less restrictive than those in this clause.

16.5A party may disclose Confidential Information where required by law, regulation, a governmental or regulatory authority, or a court of competent jurisdiction. Where legally permitted, the disclosing party will give the other party as much advance notice as possible and will consider that party's reasonable requests as to the scope and content of the disclosure.

16.6All Confidential Information remains the property of the Disclosing Party. Each party retains all rights, including Intellectual Property Rights, in its own Confidential Information. No licence is granted except as expressly stated in the Contract.

16.7The Receiving Party acknowledges that damages may be an inadequate remedy for breach of this clause, and that the Disclosing Party may seek injunctive or other equitable relief without prejudice to any other remedy.

16.8This clause 16 survives termination of the Contract and remains in effect for three (3) years after termination, and indefinitely in respect of any Confidential Information that constitutes a trade secret.

17Intellectual property

17.1All Intellectual Property Rights in the Service, the Website, the System and any software, documentation or materials we provide in connection with the Service are owned by us or our licensors.

17.2Subject to clause 17.3, we grant you and your Users a non-exclusive, non-transferable, worldwide licence, free of additional charge, to use those rights to the extent necessary to make reasonable use of the Service. That licence terminates automatically on termination of the Contract.

17.3Where the Service includes software licensed by third parties whose terms require your acceptance, you must comply with those terms.

17.4Except as permitted by applicable law or expressly permitted by the Contract, you must not copy, decompile, disassemble, reverse engineer or modify any software we provide, or permit any person to do so.

17.5Where we do not own materials that we make available to you, your use of those materials is conditional on us obtaining a licence or sub-licence from the relevant licensor, and is subject to that licensor's terms.

17.6We will defend you against any claim arising from our failure to obtain a licence required under clause 17.5, and will indemnify you against amounts awarded against you in judgment or settlement of that claim, provided that (a) you give us prompt notice of the claim; (b) you provide reasonable co-operation in its defence and settlement at our expense; and (c) we have sole authority to defend or settle the claim.

18Indemnity

18.1You will indemnify, defend and hold harmless us, our affiliates, officers and employees, on demand and in full, against all claims, demands, proceedings, losses, damages, fines, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• (a) any Content or Generated Content submitted, stored, generated or displayed by you or any User;
• (b) your use of the Service in breach of the Contract or of applicable law;
• (c) any claim by a third party that your Content or Generated Content infringes their rights, including any copyright, performance or neighbouring right in music or audio;
• (d) any inaccurate tax, billing or VAT identification information you provide.

18.2We will notify you of any such claim without undue delay and will not settle it without your consent, such consent not to be unreasonably withheld or delayed.

19Warranties and disclaimers

19.1Your access to and use of the Website and the Service is at your own risk.

19.2We do not warrant that the Website or the Service will operate without error or interruption, or that they or their servers are free of viruses, malware or other harmful components.

19.3To the fullest extent permitted by law, and except as expressly set out in the Contract, we and our suppliers disclaim all warranties, conditions and representations, express or implied, whether by statute, common law, trade usage or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

19.4We and our suppliers make no representation or warranty regarding the accuracy, completeness, reliability or timeliness of the Website or its content, the availability of the Website at any particular time or location, the correction of defects, or the absence of harmful components.

19.5We are not responsible for the content or conduct of any other user of the Service, or for any third-party content transmitted through or included on the Website.

19.6We are not responsible for third-party websites or services linked from the Website, or for their content, privacy policies or practices. We recommend that you read the terms and privacy policies of any third-party website or service you visit.

19.7Information on or derived from the Website is not to be relied on as financial, tax, legal, accounting, business or other professional advice.

19.8The Website and its content may contain inaccuracies or typographical errors, and may be changed at any time.

20Limitation of liability

20.1Nothing in the Contract excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded or limited.

20.2Subject to clause 20.1, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, loss or corruption of data, or any indirect or consequential loss, however arising and whether or not the party was advised of the possibility of that loss.

20.3Subject to clause 20.1, our total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees actually paid by you to us under the Contract in the twelve (12) months immediately preceding the first event giving rise to the claim.

20.4Subject to clause 20.1, our total aggregate liability in respect of Generated Content and any generation feature is limited to the value of the Coins consumed in the generation concerned.

20.5Clause 20.2 does not apply to your obligation to pay Fees and Taxes, or to your indemnities under clauses 9.9 and 18.

20.6Service Credits under the Service Level Agreement are your sole and exclusive financial remedy for failure to meet the service availability target, subject to clause 22.

20.7Some jurisdictions do not allow the exclusion or limitation of certain damages. Where that is the case, the exclusions and limitations in this clause apply only to the extent permitted.

21Force majeure

21.1Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) where that failure or delay results from a cause beyond its reasonable control, including acts of God, war, terrorism, civil disorder, industrial dispute, fire, explosion, epidemic, statutory or governmental action, failure of power, internet or communications infrastructure, or failure of a third-party service provider.

21.2On the occurrence of such an event, the affected party is entitled to a reasonable extension of time for the performance of its obligations, and will use reasonable efforts to avoid or mitigate the effects of that event.

22Consumers

22.1The Service is intended for business use.

22.2If you are an individual acting wholly or mainly outside your trade, business, craft or profession and are resident in the European Union or the United Kingdom, nothing in the Contract affects your mandatory rights under the law of your country of residence, including any right to bring proceedings in the courts of that country and any statutory right of withdrawal, cancellation or remedy.

22.3Where any provision of the Contract conflicts with such a mandatory right, that provision does not apply to you to the extent of the conflict, and the remainder of the Contract continues in full force.

22.4Where you are such a consumer and purchase Coins or a Subscription, you have a statutory right to withdraw from that purchase within 14 days, unless you have expressly consented to the immediate supply of the service and acknowledged that you thereby lose that right. Where you give that consent at the point of purchase, the withdrawal right does not apply to Coins already consumed.

23General

23.1The Contract constitutes the entire agreement between you and us in relation to the Service and supersedes any prior agreement, understanding or arrangement, whether oral or written.

23.2You acknowledge that in accepting these Terms you have not relied on any statement, representation, commitment or promise other than as expressly set out in the Contract.

23.3Order of precedence. Where there is a conflict between the documents forming the Contract, the following order applies, with the first prevailing: (a) any Order Form signed by both parties; (b) the Data Processing Agreement; (c) these Terms; (d) the Service Level Agreement; (e) any other policy referred to in these Terms.

23.4No person other than the parties has any right to enforce any term of the Contract. The parties may terminate or amend the Contract without the consent of any other person.

23.5Notices must be sent using the contact details in clause 24, or to the contact details you provided on registration. A notice is treated as delivered: (a) if delivered by hand, when left at the relevant address; (b) if sent by post, two business days after posting; (c) if sent by email, on completion of transmission, provided no delivery failure is received.

23.6No waiver of any term of the Contract is effective unless expressly stated to be a waiver and communicated in writing. Failure to enforce any right or provision is not a waiver of that right or provision.

23.7If any provision of the Contract is held to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by a valid provision that most closely reflects the original intention.

23.8You may not assign or transfer the Contract without our prior written consent. We may assign the Contract to an affiliate or in connection with a merger, acquisition or sale of assets, on notice to you.

23.9Publicity. Subject to your prior written approval, we may refer to you in our marketing materials as a customer and describe the type of services provided to you, and may publish a case study describing the Service provided to you, including aggregate figures regarding your use of the Service.

23.10Sanctions and export control. You warrant that you are not, and are not owned or controlled by, a person subject to sanctions administered by the United States, the European Union or the United Kingdom, and that you will not use the Service in or for the benefit of any sanctioned jurisdiction or person. We may suspend or terminate the Contract immediately where we reasonably believe this warranty is breached.

23.11The English language version of these Terms is the controlling and binding text.

24Governing law and jurisdiction

24.1Your agreement is with LOOK DS LLC, a company registered in the State of Delaware, United States of America, with its registered address at 1201 N Orange Street, Suite 7003, Wilmington, DE 19801, USA.

24.2The Contract is governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.

24.3Subject to clause 22, the state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute, claim or controversy arising out of or relating to the Contract, and each party submits to the personal jurisdiction of those courts.