Terms of Service

1.1 Age. You must be at least 18 years old to create an account or buy a plan.

1.2 Organizations. If you use the Service on behalf of a company, agency, brand or other organization, you represent that you have authority to bind it to these Terms, and "you" includes that organization. If you are an agency or freelancer running tests for a client, you are responsible for your client's use of the Service and for having your client's permission to run each test.

1.3 Your account. Give us accurate information and keep it current. Keep your login credentials confidential. You are responsible for everything that happens under your account. Tell us promptly at legal@leloupe.com if you believe your account has been accessed without permission.

1.4 Respondents. People who answer a test do not need an account, and must be at least 18. If you are a respondent, Section 4.6 and Section 5 apply to you, and the Privacy Policy explains how your answers are handled. The customer who sent you the test, not LeLoupe, decides what the test asks and what happens with your answers.

2.1 What LeLoupe does. LeLoupe lets you turn an idea — a product, price, offer, ad, campaign, name, design or other concept — into a test, share it with people you choose, and receive a reading of their responses. Readings may include what respondents say they would pay, how strongly they react, and the words they associate with the idea.

2.2 You bring the audience. LeLoupe does not recruit, source, pay or vet respondents. You choose who receives your test link and how it is sent. The quality and representativeness of a reading depend on the people you invite.

2.3 Free readings, early access and coming-soon features. We may offer free readings, trials, beta features or features labeled "coming soon." These are provided as they are, may have usage limits, may change or end at any time, and are excluded from any service commitment. A feature described as coming soon is not part of the Service until we make it available, and we do not promise that it will be.

2.4 Changes to the Service. We are continually improving LeLoupe and may add, change or remove features. If we remove a material feature from a paid plan during your billing period, you may cancel and receive a prorated refund of prepaid fees for the remainder of that period.

3.1 Lawful distribution. You are solely responsible for how you distribute test links. You must have the right to contact every person you send a link to, and you must comply with all laws that apply to those messages, including the CAN-SPAM Act, the Telephone Consumer Protection Act and state laws governing text messages, Canada's Anti-Spam Legislation, and any similar law where your recipients are located. Do not send test links by text message to anyone who has not given you the consent the law requires.

3.2 Respondent notice and consent. You are responsible for giving respondents any notice and obtaining any consent that the law requires for collecting their answers, including under privacy laws that apply to you. LeLoupe shows each respondent a short notice that their answers go to you and links to our Privacy Policy; that notice does not replace your own obligations.

3.3 No sensitive information. Do not design a test to collect, and do not invite respondents to submit, sensitive personal information. That includes government identification numbers, financial account or payment card numbers, health or medical information, precise geolocation, biometric data, information about racial or ethnic origin, religious beliefs, sexual orientation, immigration status, union membership, or criminal history, and login credentials of any kind.

3.4 Children. Do not send tests to anyone under 18. Do not design a test aimed at children.

3.5 Unreleased ideas and confidentiality. Respondents will see whatever your test shows them. LeLoupe does not ask respondents to sign a confidentiality agreement and cannot stop them from sharing what they see. If a concept is confidential, you are responsible for deciding whether to test it and for any confidentiality terms you put in place with your respondents.

3.6 Rights in your stimuli. You must own or have permission to use everything you upload or link to in a test, including images, video, copy, logos, music, trademarks and the likenesses of any people shown. You must have any client approval needed to test another party's brand or materials.

4.1 Your content. "Customer Content" means everything you or your team submit to the Service — concepts, stimuli, test questions, settings and files — and the responses your respondents submit to your tests, along with the readings and reports generated from them. As between you and LeLoupe, you own your Customer Content. We claim no ownership of it.

4.2 Our license to your content. You grant LeLoupe a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display and analyze Customer Content only as needed to provide, secure, support and improve the Service for you, to comply with law, and as described in Section 4.4. This license ends when your Customer Content is deleted from our systems, except for copies we must keep by law.

4.3 Respondent information. When respondents answer your tests, LeLoupe processes their personal information on your behalf and under your instructions, which are set by how you configure your tests and use the Service. You decide what to collect and what to do with it. We will not sell respondent information, use it to contact respondents for our own marketing, or use it for advertising.

4.4 De-identified and aggregated data. We may create data that is de-identified and aggregated so that it cannot reasonably be linked to you, your organization, your concepts or any individual — for example, typical response rates or average score ranges by category. We may use that data to operate and improve the Service and to publish benchmarks and research. We will not disclose your identity, your concepts or your individual results to anyone without your permission.

4.5 AI features. Some features may use artificial intelligence, including models provided by third parties, to analyze responses or help you generate ideas. We do not use Customer Content to train AI models offered to anyone other than you, and we require our AI providers not to train their models on it. AI output can be inaccurate or incomplete; review it before relying on it. You are responsible for your use of AI output, and as between you and LeLoupe, you own it, to the extent the law allows.

4.6 Respondents' answers. If you are a respondent, you grant the customer who sent you the test, and LeLoupe as that customer's service provider, a worldwide, perpetual, irrevocable, royalty-free license to use, copy, analyze and adapt your answers for the purposes of the test and the customer's business. Do not include anyone else's personal information in your answers.

4.7 Feedback. If you send us ideas or suggestions about the Service, we may use them without obligation or payment to you.

You may not, and may not help anyone else:

• use the Service to break any law or to violate anyone's privacy, publicity, intellectual property or other rights;
• upload content that is unlawful, defamatory, harassing, hateful, sexually explicit, or that depicts or promotes violence or self-harm;
• disguise a sales pitch, political persuasion or fundraising appeal as a test, or use a test to deceive respondents about who is asking or why;
• send unsolicited bulk messages, or send test links to purchased, rented or scraped contact lists;
• create fake responses, pay or incentivize people to give particular answers, or otherwise manipulate a reading you will present as genuine to others;
• upload malware, or probe, scan or test the vulnerability of the Service, or bypass any security, usage limit or access control;
• scrape, copy or harvest data from the Service by automated means, except through features we provide for that purpose;
• reverse engineer, decompile or attempt to derive the source code, scoring methods or models of the Service, except where the law expressly permits it;
• copy the Service or use it to build a competing product; or
• resell, sublicense or provide the Service to third parties except as these Terms allow for agencies and freelancers acting for their clients.

A reading reports how the people you invited responded. It is not a prediction, guarantee or professional advice. Stated willingness to pay usually overstates what people actually spend, small or self-selected audiences may not represent your market, and responses can change over time. You are solely responsible for the decisions you make using a reading, including pricing, product, marketing, funding and launch decisions. LeLoupe is not responsible for business results.

7.1 Fees. Paid plans, single readings and other paid features are priced as shown at the time of purchase. You agree to pay all fees for what you order.

7.2 Payment. Payments are processed by our third-party payment processor, which handles your payment details under its own terms and privacy policy. LeLoupe does not store full payment card numbers. You authorize us and our processor to charge your payment method for all fees when due.

7.3 Automatic renewal. Subscription plans renew automatically at the end of each billing period, for the same length of period, at the then-current price, until you cancel. We will show the price, billing interval and renewal terms before you buy, and send a confirmation by email. For plans of one year or longer, we will remind you by email at least 30 days and no more than 60 days before renewal.

7.4 Cancellation. You can cancel a subscription at any time from your account settings or by emailing legal@leloupe.com. Cancellation takes effect at the end of the current billing period, and you keep access until then.

7.5 Refunds. Fees are non-refundable except as stated in Section 2.4, Section 11.3, or where the law requires a refund. A single reading is non-refundable once its test link has received a response.

7.6 Price changes. We may change prices. For subscriptions, a new price applies from your next renewal, and we will email you at least 30 days before it takes effect. If you do not agree, you may cancel before the renewal date.

7.7 Taxes. Fees do not include taxes. You are responsible for any sales, use, value-added or similar taxes on your purchase, other than taxes on LeLoupe's income.

7.8 Late payment. If a charge fails, we may retry it, and we may suspend paid features until the balance is paid.

The Service — including its software, design, test formats, scoring methods, report layouts, text, graphics and the LeLoupe name and logo — is owned by LeLoupe or its licensors and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service under these Terms. You may share readings and reports generated for you with anyone, including clients and investors. All other rights are reserved.

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. To report content on the Service that you believe infringes your copyright, email legal@leloupe.com with: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the material you believe is infringing and where it appears; (d) your name, address, telephone number and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf. We will terminate the accounts of repeat infringers in appropriate circumstances.

The Service may link to or work with services we do not control, such as email platforms, community tools, storefronts, video hosts and payment processors. Your use of those services is governed by their terms, and LeLoupe is not responsible for them.

11.1 By you. You may stop using the Service and delete your account at any time from your account settings or by emailing legal@leloupe.com.

11.2 By us. We may suspend or terminate your access, or remove content, if you materially breach these Terms, if your use creates a security, legal or reputational risk for LeLoupe, respondents or others, if your account is unpaid, or if the law requires it. Where practical, we will give you notice and a chance to fix the problem first.

11.3 Ending the Service. If we discontinue the Service entirely, we will give you at least 30 days' notice and refund prepaid fees for any period after it ends.

11.4 After termination. Your right to use the Service ends. If you delete your account yourself, its Customer Content is deleted right away and cannot be recovered, so export anything you want to keep first. If we end your access, you may export your Customer Content for 30 days afterwards, unless we terminated for a breach of Section 5 or the law prevents it; after that, we will delete it as described in our Privacy Policy. Sections 4.4, 4.6, 4.7, 6 and 8 through 18 survive termination.

THE SERVICE AND ALL READINGS, REPORTS AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, LELOUPE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT RESPONSES ARE GENUINE OR REPRESENTATIVE, OR THAT ANY READING WILL BE ACCURATE OR PRODUCE ANY PARTICULAR RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT THE LAW ALLOWS:

(a) LELOUPE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS OPPORTUNITY, GOODWILL OR DATA, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; AND

(b) LELOUPE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID LELOUPE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US$100).

These limits apply to every theory of liability, including contract, tort (including negligence), strict liability and statute, and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, including liability for fraud or for death or personal injury caused by gross negligence or willful misconduct.

You will defend, indemnify and hold harmless LeLoupe and its members, managers, employees and contractors from any claims, damages, losses, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of: (a) your Customer Content, including any claim that your stimuli infringe someone's rights; (b) how you distributed test links or used respondents' information; (c) your breach of these Terms; or (d) your violation of any law or third-party right. We will notify you of any such claim, let you control its defense, and cooperate at your expense. You may not settle a claim that imposes an obligation on LeLoupe without our written consent.

15.1 Talk to us first. Before starting any formal proceeding, send a written description of the dispute and the relief you want to legal@leloupe.com. We will do the same by emailing the address on your account. Both sides agree to try in good faith to resolve the dispute informally for 60 days after the notice is received.

15.2 Agreement to arbitrate. If the dispute is not resolved within 60 days, you and LeLoupe agree that any dispute, claim or controversy arising out of or relating to these Terms or the Service, including questions about the scope or enforceability of this Section, will be resolved by final and binding individual arbitration, except as stated in Section 15.4.

15.3 Rules and location. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules if you use the Service as an individual for personal, family or household purposes, and otherwise under its Commercial Arbitration Rules, in each case as modified by this Section. The rules are available at adr.org. A single arbitrator will decide the dispute. The arbitration will take place in Cook County, Illinois, or, if you are an individual, in the county where you live, and may be conducted by video or on written submissions if the arbitrator agrees. Payment of filing, administration and arbitrator fees will be governed by the AAA rules, except that if you are an individual and your claim is for less than US$10,000, LeLoupe will pay those fees unless the arbitrator finds your claim frivolous. The Federal Arbitration Act governs this Section.

15.4 Exceptions. Either side may (a) bring an individual claim in small-claims court if it qualifies, and (b) ask a court for an injunction to stop infringement or misuse of intellectual property or unauthorized access to the Service.

15.5 Class-action waiver. YOU AND LELOUPE MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may award relief only to the individual party seeking it and only to the extent needed to resolve that party's claim.

15.6 Jury waiver. If a dispute proceeds in court rather than arbitration, you and LeLoupe each waive the right to a jury trial, to the extent the law allows.

15.7 Severability of this Section. If the class-action waiver in Section 15.5 is found unenforceable for any claim, then that claim, and only that claim, will be decided in court under Section 16 and not in arbitration. If any other part of this Section is found unenforceable, the rest of it still applies.

15.8 Opting out. You may opt out of this arbitration agreement by emailing legal@leloupe.com within 30 days after you first accept these Terms, with the subject line "Arbitration opt-out" and your name and account email. Opting out does not affect any other part of these Terms.

15.9 Time limit. To the extent the law allows, any claim must be brought within one year after it arises, or it is permanently barred.

These Terms are governed by the laws of the State of Illinois and applicable federal law, without regard to conflict-of-law rules. Subject to Section 15, the state and federal courts located in Cook County, Illinois have exclusive jurisdiction over any dispute, and you and LeLoupe consent to personal jurisdiction there. If you are a consumer living outside the United States, you may also have rights under the mandatory laws of your country of residence that these Terms cannot override.

We may update these Terms. If a change is material, we will notify you by email or in the Service at least 30 days before it takes effect, and may ask you to accept the updated Terms before continuing to use the Service. Changes to Section 15 will not apply to any dispute already pending or notified under Section 15.1. If you do not agree to a change, you may cancel before it takes effect and receive a prorated refund of prepaid subscription fees for the remainder of the billing period. Otherwise, continuing to use the Service after a change takes effect means you accept it.

18.1 Entire agreement. These Terms, the Privacy Policy, and any order form or plan terms you accept are the entire agreement between you and LeLoupe about the Service and replace any prior agreements on that subject. If an order form signed by both parties conflicts with these Terms, the order form controls.

18.2 Electronic communications. You agree to receive notices, agreements and other communications from us electronically, by email or in the Service, and that these satisfy any requirement that they be in writing.

18.3 Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition, reorganization or sale of assets.

18.4 Severability and waiver. If any part of these Terms is found unenforceable, it will be enforced to the maximum extent possible and the rest will remain in effect. Our failure to enforce a provision is not a waiver of it.

18.5 Events beyond our control. We are not liable for delay or failure caused by events beyond our reasonable control, such as natural disasters, outages of internet or hosting providers, labor disputes, government action or attacks on our systems.

18.6 Export and sanctions. You may not use the Service if you are located in, or are a resident of, a country subject to comprehensive U.S. sanctions, or if you are on a U.S. government list of restricted parties.

18.7 Independent parties. You and LeLoupe are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

18.8 No third-party beneficiaries. These Terms create no rights for anyone other than you and LeLoupe.

18.9 California users. Under California Civil Code Section 1789.3, California users are entitled to this notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

LeLoupe LLC, Chicago, Illinois. Email: legal@leloupe.com.