LOOQ HARDWARE TERMS AND CONDITIONS - UPDATED: MARCH 18, 2025
LiMAR AI Inc., doing business as Looq.ai, hereby sets forth the Terms and Conditions (“Terms”) pertaining to the Customer and any use of the Looq Camera (the “Camera”) and accessories (together, the “Hardware”). Customer acknowledges that any use of the Hardware requires access to the Looq Software Services Platform (the “Platform”) and acceptance of the Looq Platform Services Agreement (link to Looq Platform Services Agreement below) and Looq Privacy Policy (link to Looq Privacy Policy below), incorporated herein by reference. Unless approved in advance and in writing by Looq, use of the Hardware with any application or 3D model-generating software other than the Platform is strictly prohibited.
BY EXECUTING AN ORDER FORM, AND/OR CLICKING “I AGREE” IN CONNECTION WITH THESE TERMS, AND/OR BY ACCEPTING DELIVERY OF HARDWARE, CUSTOMER (A) SIGNIFIES CUSTOMER’S AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS; (B) ACKNOWLEDGES THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (C) REPRESENTS AND WARRANTS THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ACCEPT THESE TERMS AND, IF ACCEPTING FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (D) ACCEPTS AND AGREES THAT YOU ARE LEGALLY BOUND BY THESE TERMS. LOOQ RESERVES THE RIGHT TO REVISE THESE TERMS IN ITS SOLE DISCRETION AT ANY TIME. ANY CHANGES WILL BECOME EFFECTIVE WHEN LOOQ POSTS, OR OTHERWISE MAKES AVAILABLE TO CUSTOMER, THE REVISED AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE ANY LOOQ SERVICES.
These Terms constitute the entire agreement between Looq and the Customer regarding the Customer’s use of Hardware and supersede all prior communications and agreements regarding such Hardware, written or verbal, relating thereto. Any additional, inconsistent, or different terms and conditions in any purchase order, form or other communication from Customer are hereby expressly rejected. Looq reserves the right to revise these Terms in its sole discretion at any time and without prior notice to Customer by updating and posting these Terms provided that such changes shall be effective from the moment a revised posting is made only with respect to Hardware delivered after the revision date. If Customer places an order for Hardware after a change has been posted, then such order constitutes Customer’s acceptance of the updated Terms which shall apply to that order.
2. Pricing and Payment.
2.1 Pricing: The cost structure of Hardware is as designated in an online order initiated by the Customer or a price quote provided by Looq, with payment options as specified therein. Customer’s total payment amount will include the price of the Hardware(s) use plus any applicable taxes. Looq will charge tax only in countries, territories, or US states and in accordance with regulations and laws requiring it, to the best of Looq’s knowledge.
2.2 Payment: Looq reserves the right to require payment for Hardware before shipping to Customer. If Looq extends credit to Customer, which it may do at its sole discretion, the associated invoice is payable within thirty (30) days unless otherwise specified, and Customer shall pay a late charge equal to the lesser of 1.5% of the total amount payable per month (prorated if necessary) or the maximum amount permitted under applicable law, on any past due balance. Customer shall pay all amounts due without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Looq reserves the right to recover all fees incurred as a result of any legal action or the referral for collection of any of the above fees to an agency or legal firm.
2.3 Availability: If Hardware becomes unavailable following Customer’s order but prior to delivery, Customer’s sole and exclusive remedy is a full refund of the applicable order price. If technical problems prevent or unreasonably delay delivery of Customer’s Hardware, Customer’s sole and exclusive remedy is either replacement by comparable hardware or refund of the applicable order price.
3. Delivery, Title, and Damage.
3.1 Delivery: Unless specified to the contrary in writing by Looq, Customer shall be liable for all costs associated with shipping the Hardware to Customer. Unless specified to the contrary in writing by Looq, risk of loss or damage of the Hardware shall pass to Customer upon shipment. Looq shall not be liable for any loss or expense incurred by Customer related to inaccuracy in any estimated delivery date provided by Looq or its shipping agents.
3.2 Title: Looq will retain title to the Hardware at all times. Customer shall: (i) store the Hardware separately from all other goods held by Customer so that it remains readily identifiable as Looq’s property, (ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware, (iii) maintain the Hardware in satisfactory condition and keep it insured against all risks for its full price from the date of delivery, and (iv) give Looq such information relating to the Hardware as Looq may require from time to time.
3.3 Damage: Excluding incidental wear and tear when used in proper operation and full compliance with any written instructions provided by Looq, if Customer damages or loses Hardware, then Customer will be responsible for payment to Looq for its repair or replacement, in an amount reasonably determined by Looq and in accordance with any limits and insurance specified in the customer order associated with the purchase or lease of the Hardware. Looq reserves the right to limit or terminate access to the Platform until such payments are received.
3.4 Recovery: If Customer fails to make payment for the applicable order, and Hardware has already been delivered: (i) Looq may use all legal means to recover the outstanding amounts and or such Hardware at Customer’s expense; and (ii) Looq will have the right to block Customer’s use of the Looq Platform in connection with processing or hosting of any imagery from the Camera.
3.5 Recall. Customer must comply with any Hardware recall notice and Looq’s instructions regarding the same. Looq, at its sole discretion, will decide any remedies in the event of a recall. In the event of any recall notice, Customer shall immediately discontinue further use of the Hardware, and any such continued use shall be without warranty of any kind and at Customer’s sole risk and liability.
4. Disclaimer.
4.1 Looq warrants each Camera against defects in material and workmanship during the applicable order term (the “Warranty Period”). Non-Looq branded accessories to the Camera distributed as part of the Hardware are provided "as is" and without warranty of any kind by Looq, including any implied warranty regarding merchantability or fitness for a particular purpose, and all such warranties are disclaimed. The sole warranty, if any, with the respect to such non-Looq branded items is given by the manufacturer or producer thereof. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WRITTEN, ORAL OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY SHALL NOT APPLY IF THE HARDWARE HAS BEEN REPAIRED OR ALTERED, EXCEPT BY LOOQ, OR IF IT HAS BEEN SUBJECTED TO MISUSE, NEGLIGENCE, OR ACCIDENT.
4.2 In the event any defect in the material or workmanship of the Camera arises during the Warranty Period, Looq’s sole liability shall be (at the option of Looq) to repair or replace any Camera returned by Customer during the Warranty Period, provided that (a) Looq is immediately notified in writing by Customer of the claimed defect(s) during the Warranty Period, and (b) Looq’s examination of the Camera discloses to its satisfaction that the defect(s) were not caused by misuse, negligence, accident, or unauthorized repair or alteration by Customer or on Customer’s behalf. All shipping costs to Looq from any location in the United States, or from Looq to any location in the United States, for any Camera that is repaired or replaced under this limited warranty, will be at Looq’s expense; provided, however, that Customer will bear the expense of shipping any such Camera to or from any non-U.S. location, and all shipping costs to and from Looq for any Camera that is repaired or replaced outside the scope of this limited warranty will be at Customer’s expense.
4.3 LOOQ’S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RELATED TO THE HARDWARE, WHETHER ARISING IN TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR CONTRACT, IS AS STATED IN THIS SECTION. IN NO EVENT SHALL LOOQ OR ITS AFFILIATES OR LICENSORS HAVE ANY OTHER LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING IN CONNECTION WITH ANY HARDWARE OR THESE TERMS IN PARTICULAR, LOOQ SHALL NOT BE LIABLE FOR (I) LOST PROFITS, (II) LOST DATA, (III) LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR (IV) FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF LOOQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF LOOQ AND ITS AFFILIATES AND LICENSORS RELATING TO ANY HARDWARE OR THESE TERMS FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), CONTRACT AND STRICT LIABILITY, EXCEED THE TOTAL AMOUNTS CUSTOMER PAID TO LOOQ FOR APPLICABLE ORDER THAT INCLUDED THE HARDWARE GIVING RISE TO THE CLAIM IN QUESTION UNDER THESE TERMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. WITHOUT LIMITING ANY OTHER CONDITION SET FORTH IN THIS SECTION, LOOQ WILL HAVE NO WARRANTY OBLIGATION HEREUNDER IF CUSTOMER HAS INSTALLED ANY FIRMWARE IN THE HARDWARE OTHER THAN THE FIRMWARE INITIALLY EMBEDDED IN THE HARDWARE OR ANY FIRMWARE UPDATE SUBSEQUENTLY PROVIDED BY LOOQ. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY OF LOOQ THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
5. Firmware.
Certain software is embedded in the Camera by Looq (the “Firmware”). Subject to these Terms, Looq grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Firmware solely with the Camera and in binary executable form only. The foregoing does not include a license nor right of access to any source code. Customer shall not cause, or permit any third party to, reverse engineer, decompile, modify, translate or disassemble any of the Firmware; create derivative works based upon any of the Firmware; or do anything else that would adversely affect the intellectual property rights of Looq and its licensors in and to the Firmware. Customer acknowledges that the source code underlying the Firmware is the confidential and proprietary information of Looq and its licensors. Customer shall not install any firmware or other software on any Camera other than the Firmware or an update to the Firmware provided by Looq. If Customer installs any firmware on the Camera other than the Firmware (or any Firmware update provided by Looq), such action will be deemed a material breach of these Terms that will void the warranty set forth in Section 5. In addition, without limiting any other remedy available to Looq, Looq reserves the right to bring an action against Customer for breach of contract and infringement of intellectual property rights in such event.
6. Governing Law; Venue.
Unless prohibited by applicable law, these Terms shall be interpreted in accordance with the laws of the state of California without reference to its conflict of law provisions. Any litigation, suit or other proceeding regarding the rights or obligations of the parties hereunder shall be conducted exclusively before the state and federal courts in and for San Diego County, California, and the parties specifically consent to San Diego, California, as the exclusive venue for any such proceeding. These Terms and the transaction hereunder shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
7. Intellectual Property.
Except as expressly set forth herein, nothing in these Terms shall be deemed to convey any intellectual property right to Customer in and to the Hardware, Firmware, Looq Platform, or any other technology of Looq or its licensors. Customer agrees that as between the parties, Looq is the sole owner of all intellectual property rights in and to the Hardware and other property described in this Section.
8. Miscellaneous.
8.1 Customer represents and warrants that it shall comply with all applicable export control laws and regulations and that Customer is not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. government embargo (currently (for reference only), Crimea, Cuba, Iran, North Korea, Syria, Russia and Venezuela); and (b) Customer is not on or, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted. Customer shall not export, re-export, import, or transfer the Hardware in violation of U.S. law or in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and Customer shall not assist or facilitate others in doing any of the foregoing.
8.2 Customer acknowledges that Customer has read these Terms, understands them, and agrees to all terms and conditions in these Terms. A person who is not a party to these Terms shall not have any rights to enforce its terms. Any waiver of any condition or default is not a waiver of any subsequent default. If any provision of these Terms is unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
8.3 Customer may not assign or otherwise transfer any rights hereunder without Looq’s prior written consent, and any attempt to do so without consent is void. These Terms are binding upon and for the benefit of the respective successors and assigns of each party.
8.4 Notwithstanding anything to the contrary herein, these Terms do not govern: (i) any use of the Looq Platform that communicates with Hardware and processes Camera imagery to produce 3D models, which use is governed by the Looq Platform Services Agreement (link to Looq Platform Services Agreement below).
8.5 Unless otherwise expressly specified herein, all notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and: (i) if to Looq, delivered personally or sent by pre-paid, first class certified or registered mail, return receipt requested or by overnight courier, to LIMAR AI DBA Looq, , Attn: Legal Notices; or (ii) if to Customer, by email or by posting a notice to Customer’s account in the Looq Platform.
8.6 Preprinted terms on or attached to any order Customer issues hereunder and all other separate terms and/or documents introduced after the acceptance of this Agreement or the performance of Services or delivery of the Hardware, even if signed by Looq, shall be null and void and of no effect without a mutually signed amendment hereto expressly citing this Agreement.
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