WELCOME TO LOOK PRIOR, INC. also known as LookPrior. By accessing or otherwise interacting with our servers, services, websites, mobile app (“App”), or any associated content/postings (together, “LP” or “LookPrior”), you agree to these Terms and Conditions (“TC”) (last updated May 12, 2020). You acknowledge and agree LP is a private site owned and operated by LookPrior, Inc. If you are accessing or using LP on behalf of a business, you represent and warrant to LP that you have authority to accept the TC on behalf of that business and that that business agrees to the TC. If you do not agree to the TC, you are not authorized to use LP or download the App. We may modify the TC at any time at our sole discretion.   You are responsible for periodically checking for changes and are bound by them, if you continue to use LP. Our privacy policy, prohibited list, and all other policies, site rules, and agreements referenced below or on LP, are fully incorporated into this TC, and you agree to them as well.

Our Service

Our service provides a forum for people to connect, inform, and sell to others across the globe via videos and other content. The content on the Service includes videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials whether provided by you, LookPrior or a third-party (collectively, “Content”). Content is the responsibility of the person or entity that provides it to the Service. LookPrior is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, including content that violates the LookPrior Community or the law, you can report it to us.   Your Content and Conduct If you have a LookPrior profile or account, you may be able to upload Content to the Service. You may use your Content to promote your business enterprise. If you choose to upload Content, you must not submit to the Service any Content that does not comply with this Agreement or the law. For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the Service. We may use automated systems that analyze your Content to help detect infringement and abuse, such as spam, malware, and illegal content.   Duration of License The licenses granted by you continue for a commercially reasonable period of time after you remove or delete your Content from the Service. You understand and agree, however, that LookPrior may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted.   Removal of Content By LookPrior If we reasonably believe that any Content is in breach of this Agreement or may cause harm to LookPrior, our users, or third parties, we may remove or take down that Content in our discretion. We will notify you with the reason for our action unless we reasonably believe that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for LookPrior or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, LookPrior or our Affiliates.   LICENSE.   If you agree to the TC and (1) are of sufficient age and capacity to use LP and be bound by the TC, or (2) use LP on behalf of a business, thereby binding that business to the TC, we grant you a limited, revocable, non-exclusive, non-assignable license to use LP in compliance with the TC; unlicensed use is unauthorized. You agree not to display, “frame,” make derivative works, distribute, license, or sell content from LP, excluding postings you create. You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, display, distribute, and make derivative works from content you post.   USE. Unless licensed by us in a separate written or electronic agreement, you agree not to use or provide software (except our App and general purpose web browsers and email clients) or services that interact or interoperate with LP, e.g. for downloading, uploading, creating/accessing/using an account, posting, flagging, emailing, searching, or mobile use. You agree not to copy/collect LP content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g. by hand). Misleading, unsolicited, and/or unlawful postings/communications/accounts are prohibited, as is buying or selling accounts. You agree not to post content that is prohibited by any of LP’s policies or rules referenced above (“Prohibited Content”). You agree not to abuse LP’s flagging or reporting processes. You agree not to collect LP user information or interfere with LP. You agree we may moderate LP access/use in our sole discretion, e.g., by blocking, filtering, re-categorizing, re-ranking, deleting, delaying, holding, omitting, verifying, or terminating your access/license/account. You agree (1) not to bypass said moderation, (2) we are not liable for moderating or not moderating, and (3) nothing we say or do waives our right to moderate, or not. Unless licensed by us in a separate written or electronic agreement, you agree not to (i) rent, lease, sell, publish, distribute, license, sublicense, assign, transfer, or otherwise make available LP or our application programming interface (“API”), (ii) copy, adapt, create derivative works of, decompile, reverse engineer, translate, localize, port or modify the App, the API, any website code, or any software used to provide LP, (iii) combine or integrate LP or the API with any software, technology, services, or materials not authorized by us, (iv) circumvent any functionality that controls access to or otherwise protects LP or the API, or (v) remove or alter any copyright, trademark or other proprietary rights notices. You agree not to use LP or the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.   LIQUIDATED DAMAGES.   You further agree that if you violate the TC, or you encourage, support, benefit from, or induce others to do so, you will be jointly and severally liable for:   (A) collecting/harvesting LP users’ information, including personal or identifying information; (B) publishing/misusing personal or identifying information of a third party in connection with your use of LP without that party’s express written consent; (C) misrepresenting your identity or affiliation to anyone in connection with your use of LP; (D) posting or attempting to post Prohibited Content; (E) posting or attempting to post Prohibited Content in any paid section of LP; (F) sending an unauthorized/unsolicited email to an email address obtained from LP; (G) using LP user information to make/send an unauthorized/unsolicited text message, call, or communication to a LP user; (H) creating a misleading or unlawful LP account or buying/selling a LP account; (I) abusing or attempting to abuse LP’s flagging or reporting processes; (J) distributing any software to facilitate violations of the USE Section; (K) aggregating, displaying, framing, copying, duplicating, reproducing, making derivative works from, distributing, licensing, selling, or exploiting LP content for any purpose without our express written consent; (L) requesting, viewing, or accessing pages of LP in any 24-hour period; (M) bypassing or attempting to bypass our moderation efforts. You agree that these are reasonable penalties for damages caused by you and not otherwise limiting on our ability to recover under any legal theory or claim, including statutory damages and other equitable relief (e.g., for spam, we can elect between the above liquidated damages or statutory damages under the anti-spam statute). You further agree that repeated violations of the USE section will irreparably harm and entitle us to injunctive or equitable relief, in addition to monetary damages.   FEES. When you make a paid posting, you authorize us to charge your account. Any tax is additional. Fees are non-refundable, even for posts we remove, delay, omit, re-categorize, re-rank, or otherwise moderate. We may refuse any posting.   DISCLAIMER & LIABILITY. To the full extent permitted by law, LookPrior, LLC., and its officers, directors, employees, agents, licensors, affiliates, and successors in interest (“LP Entities”) (1) make no promises, warranties, or representations as to LP, including its completeness, accuracy, availability, timeliness, propriety, security or reliability; (2) provide LP on an “AS IS” and “AS AVAILABLE” basis and any risk of using LP is assumed by you; (3) disclaim all warranties, express or implied, including as to accuracy, merchantability, fitness for a particular purpose, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice; and (4) disclaim any liability or responsibility for acts, omissions, or conduct of you or any party in connection with LP. LP Entities are NOT liable for any direct, indirect, consequential, incidental, special, punitive, or other losses, including lost profits, revenues, data, goodwill, etc., arising from or related to LP, and in no event shall such liability exceed $100 or the amount you paid us in the year preceding such loss. Some jurisdictions restrict or alter these disclaimers and limits, so some may not apply to you.   CLAIMS & INDEMNITY. Any claim, cause of action, demand, or dispute arising from or related to LP (“Claims”) will be governed by the internal laws of New Jersey, without regard to conflict of law provisions, except to the extent governed by US federal law. Any Claims will be exclusively resolved by courts in Camden, NJ (except we may seek preliminary or injunctive relief anywhere). You agree to (1) submit to the personal jurisdiction of courts in Camden, NJ; (2) indemnify and hold LP Entities harmless from any Claims, losses, liability, or expenses (including attorneys’ fees) that arise from a third party and relate to your use of LP; and (3) be liable and responsible for any Claims we may have against your officers, directors, employees, agents, affiliates, or any other party, directly or indirectly, paid, directed or controlled by you, or acting for your benefit.   TRADEMARKS. LookPrior, “LP” and the peace symbol logo are registered trademarks with the U.S. Patent and Trademark Office and with multiple trademark offices around the world. 

MISC. Unless you have entered into a separate written or electronic agreement with us that expressly references the TC, this is the exclusive and entire agreement between us and you, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Users complying with prior written licenses may access LP thereby until authorization is terminated. Our actions or silence toward you or anyone else does not waive, modify, or limit the TC or our ability to enforce it. The USE, LIQUIDATED DAMAGES, and CLAIMS & INDEMNITY sections survive termination of the TC, and you will remain bound by those sections. If a TC term is unenforceable, it shall be limited to the least extent possible and supplemented with a valid provision that best embodies the intent of the parties.   Terminations and Suspensions by LookPrior for Cause LookPrior may suspend or terminate your access to all or part of the Service if (a) you materially or repeatedly breach this Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe there has been conduct that creates (or could create) liability or harm to any user, other third party, LookPrior or our Affiliates.   Terminations by LookPrior for Service Changes   LookPrior may terminate your access to all or part of the Service if LookPrior believes, in its sole discretion, that its provision of the Service to you is no longer commercially viable.