Terms of Service

Acceptance of Terms
These Terms of Service ("Terms") are a legal agreement between you and Loupe Ventures Group, LLC ("Loupe," "we," "us") governing your use of the Service. By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it, and "you" refers to that organization. If you do not agree, do not use the Service.

1. Definitions
   • "Service" means the EarthLens software-as-a-service platform at app.loupe.earth, the website at loupe.earth, and related features, content, and support.
   • "Customer Data" means files, boundaries, and other data you upload or enter into the Service.
   • "Outputs" means the scores, maps, reports, and other results the Service generates for you.
   • "Order Form" means a signed order form, Master Services Agreement, or other written agreement between you and Loupe.
   • "Subscription Term" means the paid period of your plan, including renewals.

2. Eligibility and Accounts
   The Service is intended for professional use by individuals and organizations, and you must be at least 18. You must provide accurate account information, keep your credentials confidential, and notify us promptly of any unauthorized use. You are responsible for all activity under your account. Each seat is for one named user and may not be shared. Administrators of business accounts may add, remove, and reassign users within the seats purchased.

3. Access and Use of the Service
   4.1 License. Subject to these Terms and payment of applicable fees, Loupe grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term for your internal business purposes. You may share Outputs with your clients, lenders, partners, and advisors in the ordinary course of your business.
   4.2 Restrictions. You will not, and will not permit anyone to:
   • sell, resell, sublicense, rent, lease, or distribute the Service or Outputs as a standalone data product
   • scrape, crawl, bulk-download, or use automated means to access the Service or extract data
   • copy, modify, translate, reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, methodology, or datasets
   • use the Service or Outputs to develop a competing product or to train machine learning models
   • share credentials, or exceed the seat or usage limits of your plan
   • probe, scan, or test the vulnerability of the Service, or circumvent any security or access control
   • remove or alter any proprietary notices
   • use the Service in violation of applicable law, including export control and sanctions laws
   4.3 Access method. The Service is provided through its web application only. API or other programmatic access is not included unless agreed in an Order Form.

4. Subscriptions, Fees, and Payment
   5.1 Plans. Plans, prices, and seat and usage limits are described on our pricing page or in your Order Form.
   5.2 Free trials. We may offer a free trial. Unless you cancel before the trial ends, your paid subscription begins at the end of the trial and you authorize us to charge your payment method.
   5.3 Billing and renewal. Fees are billed in advance on a monthly or annual basis, depending on your plan. Subscriptions renew automatically for successive terms of the same length unless cancelled before the end of the current term.
   5.4 Payment. Payments are processed by Stripe, our third-party payment processor. Fees are stated exclusive of taxes, which you are responsible for. If payment fails, we may suspend access until payment is received.
   5.5 Price changes. We will notify you at least 30 days before any price change, which will apply from your next Subscription Term.
   5.6 Promotional codes. Promotional codes are subject to the terms stated when issued, have no cash value, and may be modified or withdrawn at any time.

5. Cancellation and Refunds
   You may cancel at any time through your account settings or by contacting support@loupe.earth. Cancellation takes effect at the end of the current Subscription Term, and you will retain access until then. Fees are non-refundable and are not prorated, except that Loupe may grant refunds on a case-by-case basis at its sole discretion.

6. Customer Data
   As between you and Loupe, you own all rights in Customer Data. You grant Loupe a non-exclusive, worldwide license to host, copy, process, and display Customer Data solely to provide, maintain, secure, and support the Service. Loupe will not sell Customer Data or disclose it to other customers. Loupe may collect and use aggregated, de-identified usage data to operate and improve the Service. You represent that you have all rights necessary to provide Customer Data to the Service. Our handling of personal information is described in our Privacy Policy.

7. Intellectual Property
   Loupe and its licensors own all right, title, and interest in the Service, including its software, design, methodology, scores, datasets, and all related intellectual property. Except for the limited rights expressly granted in these Terms, no rights are granted to you. If you provide feedback or suggestions, Loupe may use them without restriction or obligation to you.

8. Confidentiality
   Each party will protect the other's non-public business, technical, and financial information disclosed in connection with the Service with at least reasonable care, and will use it only to perform under these Terms. This does not apply to information that is public, already known to the recipient, independently developed, or lawfully received from a third party, or that must be disclosed by law.

9. Security
   Loupe maintains reasonable administrative, technical, and physical safeguards designed to protect the Service and Customer Data. You are responsible for securing your devices and credentials. Please report suspected vulnerabilities to support@loupe.earth.

10. Third-Party Data and Services
    The Service incorporates data from public sources, commercial providers, and community and NGO partners, and relies on third-party services such as payment processing and hosting. Loupe is not responsible for the accuracy, completeness, or availability of third-party data or services, which may be subject to their providers' terms.

11. Disclaimers
    Outputs are generated by Loupe's proprietary rules-based methodology and are not produced by AI or machine learning models. Outputs are provided for informational purposes to support early-stage decision making, and do not constitute legal, engineering, environmental, financial, or other professional advice or replace site investigation and due diligence. You are solely responsible for decisions made using the Service.
    THE SERVICE AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOUPE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

12. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOUPE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS. LOUPE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO LOUPE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification
    You will defend, indemnify, and hold harmless Loupe and its officers, employees, and agents from any third-party claims, damages, and costs, including reasonable attorneys' fees, arising from Customer Data, your use of the Service in violation of these Terms, or your violation of applicable law.

14. Term and Termination
    These Terms apply for as long as you use the Service. Loupe may suspend or terminate your access if you breach these Terms, fail to pay fees, or use the Service in a way that creates risk or legal exposure for Loupe or others. Upon termination, your right to use the Service ends. You may export Customer Data for 30 days after termination, after which Loupe may delete it. Sections 4.2 and 7 through 18 survive termination.

15. Governing Law and Disputes
    These Terms are governed by the laws of the State of New York, without regard to its conflict of law principles. The state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service.

16. Changes to These Terms
    We may modify these Terms from time to time. We will notify you of material changes by email or through the Service at least 30 days before they take effect. Your continued use of the Service after that date constitutes acceptance of the modified Terms.

17. General
    Entire agreement. These Terms, the Privacy Policy, and any Order Form are the entire agreement between you and Loupe regarding the Service. If these Terms conflict with an Order Form, the Order Form controls.
    Assignment. You may not assign these Terms without Loupe's prior written consent. Loupe may assign them in connection with a merger, acquisition, or sale of assets.
    Severability and waiver. If any provision is held unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.
    Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
    Notices. Notices to Loupe must be sent to support@loupe.earth. Notices to you may be sent to the email address on your account.

18. Contact
    Loupe Ventures Group, LLC 46 Howard St., Floor 6, New York, NY 10007 support@loupe.earth