Terms of service

Last Updated: November 6, 2025

These Loonen Terms & Conditions (these “Terms”) are agreed to between you as an individual or, if you are accessing or using the Site (as hereinafter defined) on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case, “You” or “Your”) and Loonen Opco, Inc., with an address of 200 Great Rd #254, Bedford, MA, 01730 (“Loonen”). These Terms govern Your use of Loonen’s website located at https://loonen.com/ and any other websites that Loonen owns and operates that link to these Terms (collectively, the “Site”) including all information and content available through the Site (collectively “Content”) and any purchases made on the Site. 

By accessing or using the Site or any Content, making any purchases through the Site, or clicking a button (e.g., “I agree”) indicating You agree to these Terms, You agree to enter into and be bound by these Terms. If You are entering into these Terms on behalf of an Entity, You represent and warrant that You have authority to bind that Entity to these Terms. If You do not have such authority, or You do not agree to be bound by these Terms, do not access or use any part of the Site or any Content.

SECTION 19 (DISPUTES) OF THESE TERMS CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND LOONEN ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 19 (DISPUTES) WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND LOONEN TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 19 (DISPUTES) FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT. 

1. Definitions. Terms used in these Terms have the definitions given in these Terms or, if not defined in these Terms, have their plain English meaning as commonly interpreted in the United States.

2. Term. These Terms are entered into as of the earlier of the date You first access or use the Site or any Content or tick a box or click a button (e.g., “I agree”) indicating Your acceptance of these Terms, and will continue until terminated as set forth herein.

3. Modifications. Loonen reserves the right, at any time, to modify the Site or any Content, as well as the terms of these Terms, whether by making those modifications available on the Site or by providing notice to You as specified in these Terms. Any modifications will be effective upon posting to the Site or delivery of such other notice. You may cease using or accessing the Site or Content or terminate these Terms at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of or access to the Site or Content following such notice.

4. Eligibility. The Site is intended for use by individuals 18 years of age and older. By accessing or using the Site or any Content, You represent and warrant that You are at least 18 years of age.

5. Your Account and Content.

1. Account Creation and Responsibility. Before accessing certain portions of the Site, You may be required to establish an account on the Site (an “Account”). Approval of any request to establish an Account will be at the sole discretion of Loonen. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Your Account and Account ID are each for Your individual use only. You will not distribute or transfer Your Account or Account ID or provide a third party with the right to access Your Account or Account ID. You are solely responsible for all use of the Site through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Loonen immediately if Your Account ID is lost, stolen, or otherwise compromised. Any transactions completed through Your Account or under Your Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; or (b) use an Account ID that Loonen, in its sole discretion, deems offensive.

2. No Re-Registration Without Loonen’s Consent. If Loonen terminates or cancels Your Account for cause (e.g., for fraud, abuse, breach of these Terms, or misuse of the Products, as defined below), You shall not, unless Loonen provides its express prior written consent therefor, (a) create, register, or attempt to create or register any new Account, profile, subscription, or other access to the Products or purchase of Products via the Site, whether under the same or a different name, email address, device, IP address, or payment method, or (b) otherwise attempt to access or use the Site or otherwise purchase Products through the Site. You acknowledge that Loonen may take technical measures to enforce this restriction (including blocking email addresses, payment instruments, device identifiers, and IP addresses) and may refuse any attempted re-registration. Any attempted re-registration in violation of this Section shall be a material breach, and Loonen may, in addition to any other rights or remedies, immediately (i) cancel any Orders (defined below), (ii) suspend or terminate Your access to the Site or supply of Products, (iii) suspend or terminate Your Account and prevent You from establishing a new Account, (iv) seek injunctive relief, (v) reclaim or set off any funds, and (vi) pursue all other rights or remedies available at law or in equity.

3. Customer Reviews. The Site may have functionality to allow You to rate or provide reviews of or comments about certain Products, through a standard five-star review and comment field customer review mechanism that includes the reviewer’s first name, last name initial, and verified buyer tag, as applicable (collectively, “Customer Reviews”). You should receive a request for a Customer Review within 30 days after You purchase a Product hereunder. To be useful to other users, Your Customer Reviews must be made in good faith after reasonable evaluation of the Product. You may post only one review per individual Product, unless the later review reflects a good-faith rating change based on Your further evaluation. In addition, Customer Reviews must comply with the terms of these Terms (including Section 5.4 (Your Content)) and may not contain content that constitutes a violation of these Terms or that impersonates any other person or entity, including any of Loonen’s employees or agents. You acknowledge and agree that Loonen has no obligation to remove any Customer Reviews or other information posted on the Site about You or any other person or entity. You may not terminate Your Account and re-register in order to prevent a Customer Review from being associated with You or any of Your Content.

4. Your Content. Except as expressly provided by these Terms, You are solely responsible for the nature of all Content, including Your Customer Reviews, Your Registration Information, Your Account information, and any other Account passwords, usernames, or other personal information, that You provide, upload, or transfer to the Site or generate through Your Account (“Your Content”). By providing Your Content, You grant Loonen a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any form, media, software, or technology of any kind. You agree that Your Content: (a) does not violate these Terms or any applicable laws; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; or (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message, or a disruptive advertisement. Loonen is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. You agree that You have all right, title, interest, and consent in Your Content necessary to allow Loonen to use Your Content for the purposes for which You provide Your Content to Loonen.

6. Access.

1. To Additional Areas or Content. Subject to Your compliance with these Terms, Loonen will permit You to access and use the Site and Content solely for lawful purposes and only in accordance with the terms of these Terms. Access to certain areas of the Site or certain items of Content may also require You to agree to additional agreements (each an “Annex”). These Terms and any Annex together comprise Your entire agreement with Loonen. In the event of a conflict between the terms of these Terms and an Annex, the terms of the Annex will govern Your use of the portions of the Site or items of Content to which the Annex applies, and these Terms will govern in all other respects.

2. To Content. As between Loonen and You, all Content, including all text, audio, video, photographs, illustrations, graphics, and other content or media, provided through the Site (“Site Content”) is owned by Loonen. All Site Content is for Your informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Site Content prior to making use of that Site Content. Subject to Your compliance with these Terms, You may use the Site Content provided to You through the Site solely for Your personal, non-commercial purposes in connection with Your permitted use of the Site in accordance with these Terms. You agree that You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Site Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Site Content; or (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Site Content. Loonen has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Site Content. Without limiting the foregoing, Loonen will not be held liable to You or any third party for any Content (including Your Content) under the Communications Decency Act (47 U.S.C. § 230). Except as set forth in these Terms, You are granted no licenses or rights in or to any Site Content, or any IPR therein or related thereto.

3. To Third-Party Services. Loonen may provide You with the ability to access services developed, provided, or maintained by third-party service providers through the Site (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Site, including Your Content. In addition to the terms of these Terms, Your access to and use of any Third-Party Services is also subject to any other agreement You may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of these Terms but will not apply to any other services or Content You may access through the Site.

7. Payment. 

1. Purchases; Orders; and Terms of Sale. You may purchase Loonen’s products available for sale on the Site (collectively, “Products”) by issuing an order to Loonen, whether in the form of an online order submitted through the Site, a service provider’s Site, or an order submitted by way of email, phone, or other form permitted by Loonen (each, an “Order”). All Orders are subject to acceptance by Loonen, in its sole discretion. In addition to these Terms, Your purchase of any Products is governed by the terms displayed on the Site in connection with each Product and any additional terms provided to You in connection with Your Order or any acceptance of Your Order provided by Loonen (the “Terms of Sale”). By placing an Order, You agree to be bound by the Terms of Sale with respect to that Order and all Products included in that Order. If these Terms conflict with the Terms of Sale for any Order, the Terms of Sale will govern and control with respect to the Products provided to You under that Order. If any Products are listed at an incorrect price or with incorrect information, Loonen shall have the right to refuse or cancel any Order placed for those Products, whether or not the Order has been confirmed or Your Payment Method (defined below) has been charged. If Your Payment Method has already been charged for an Order and Your Order is canceled, Loonen will promptly issue You a credit in the amount of the charge. 

1. Loonen’s Role. Loonen may offer and sell Products through the Site. You may purchase such Products from Loonen through the Site (each such purchase, a “Transaction”). Loonen utilizes the services of Payment Processors (as defined below) to process payments in connection with Transactions, as further described in Section 7.3 (Payment Processors). Loonen will inform You of a completed Transaction using its standard procedures.

2. Pricing and Purchases. You agree to provide Loonen or the applicable Payment Processor with a valid credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism under these Terms (each, Your “Payment Method”), and further agree that Loonen may charge You, and that You will pay for, all Products You purchase through the Site. Your total price for each such Product will include the fee for the Product plus shipping and handling fees and any applicable sales tax, VAT, or other applicable taxes or fees in effect at the time You purchase the Product (“Total Purchase Amount”). Loonen (through one or more Payment Processors) will collect the Total Purchase Amount at the time You confirm the purchase. Prices for Products may change at any time and Loonen does not provide price protection or refunds in the event of a price reduction or promotional offering.

3. ALL TRANSACTIONS ARE FINAL. All Transactions are final except as may be expressly set forth in these Terms or the applicable Terms of Sale. Loonen is not required to offer or issue any returns, refunds, or exchanges unless otherwise expressly provided in these Terms or the applicable Terms of Sale.

2. Promotions. Loonen may offer users specials, promotional codes, credits, awards, or other discounts (“Promotions”). All Promotions will be offered at the sole discretion of Loonen, and can be modified or terminated at any time by Loonen with or without advance notice. Promotions may be offered on a limited time basis and may be subject to certain restrictions. As part of a Promotion, Loonen may offer credits to charges that are non-transferrable, non-refundable for cash, and may be subject to additional terms and conditions.

3. Payment Processors. Loonen currently uses and reserves the right to continue using third-party payment processors (each, a “Payment Processor”). Your making or receipt of any electronic payment through any Payment Processor is also governed by the applicable Payment Processor’s user agreement, terms of service, and privacy policy (in each case, to the extent applicable). Unless otherwise stated on the Site, Loonen currently uses Shopify Payments (USA) Inc. (“Shopify”) as its Payment Processor for payment processing services (e.g., card acceptance and related services). As a condition of Loonen enabling payment processing services through Shopify or other Payment Processors, You hereby agree to provide Loonen and each applicable Payment Processor accurate and complete information about You and Your business (if applicable), and You hereby consent to provide and authorize Loonen and each applicable Payment Processor to share any information and payment instructions You provide to the extent required to complete the payment transactions in accordance with these Terms, including personal, financial, Payment Method payment, and transaction information related to Your use of the payment processing services provided by a Payment Processor. If Your use of Shopify’s services is terminated by Shopify, You may not be able to access or use certain portions of the Site or purchase Products. Loonen may change or add other Payment Processors at any time with or without notice to You, and Your use of payment services via such Payment Processors may be subject to additional terms or conditions.

8. No Resale Permitted. You acknowledge and agree that the Products provided under these Terms are for Your personal use only and not for further resale. Only authorized Loonen resellers are permitted to resell Loonen Products. You shall not, without the express prior written consent of Loonen (in each case), either (1) sell, resell, distribute, or otherwise transfer any Products You have purchased, including on or through any online marketplace (such as Amazon, Walmart, or eBay), or (2) solicit sales of the Products, advertise, or otherwise market Products in any manner. Any unauthorized sale, resale, redistribution, or other transfer shall constitute a material breach of these Terms. In addition to any other rights or remedies available under these Terms or otherwise at law or in equity, Loonen may immediately (a) cancel any Orders, (b) suspend or terminate Your access to the Site or supply of Products, (c) suspend or terminate Your Account and prevent You from establishing a new Account, (d) seek injunctive relief (e.g., to prevent further unauthorized use, sale, distribution, or transfer), (e) reclaim or set off any funds, and (f) recover from You all damages, costs, and expenses (including reasonable attorneys’ fees) arising from such breach or otherwise incurred in enforcing this provision.

9. Termination. These Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms. Upon termination of these Terms for any reason: (1) all rights and subscriptions granted to You under these Terms will terminate; (2) You will immediately cease all use of and access to the Site and all Content, including Your Content and any Content You obtained prior to termination; and (3) Loonen may, in its sole discretion, delete Your Account or Your Content at any time. Your Content may continue to exist on the Site after termination of these Terms unless You actively delete it or contact Loonen’s support team and request that it be deleted. Sections 1 (Definitions), 5.4 (Your Content), 7 (Payment), 8 (No Resale Permitted), 9 (Termination), 11 (Site Technology), 12 (Ownership), 13 (Representations and Warranties), 14 (Disclaimers), 15 (Indemnity), 16 (Limitation on Liability), 17 (Data Privacy), 19 (Disputes), 20 (Notices), and 21 (Additional Terms) will survive any expiration or termination of these Terms.

10. Suspension. Without limiting Loonen’s right to terminate these Terms, Loonen may also suspend Your access to Your Account and the Site (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of these Terms or applicable law or upon any other conduct deemed by Loonen to be inappropriate or detrimental to Loonen, the Site, or any other Loonen product, customer, or user.

11. Site Technology. The Site, Site Content, and the databases, software, hardware, and other technology used by or on behalf of Loonen to operate the Site or Site Content, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of Loonen. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. Loonen uses reasonable means to protect the security of the Site, but You acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.

12. Ownership. Loonen retains all rights, title, and interest, including all IPR, in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Site under these Terms. The Loonen name, logo, and all product and service names associated with the Site, Site Content, or Products are trademarks of Loonen or its licensors or providers and You are granted no right or license to use them. For purposes of these Terms, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

13. Representations and Warranties. You represent and warrant to Loonen that: (1) You have the legal right and authority to enter into these Terms; (2) these Terms form a binding legal obligation on Your behalf; (3) You have the legal right and authority to perform Your obligations under these Terms and to grant the rights and licenses described in these Terms; and (4) Your use of and access to the Site, Products, and Content, including Your Content, will comply with all applicable laws, rules, and regulations and will not cause Loonen itself to violate any applicable laws, rules, or regulations.

14. Disclaimers. THE SITE AND ALL CONTENT AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LOONEN AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE SITE. LOONEN AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE TECHNOLOGY (INCLUDING THE SITE), CONTENT, PRODUCTS, AND THESE TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LOONEN, ITS EMPLOYEES, PROVIDERS, OR AGENTS, OR THE SITE, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (IF ANY).

15. Indemnity. You hereby agree to indemnify, defend, and hold harmless Loonen and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) Your access to or use of the Site, including any Content; (2) Your Content or other Content You provide through the Site; (3) Your breach of any representation, warranty, or other provision of these Terms; or (4) Your gross negligence or willful misconduct. Loonen will provide You with notice of any such claim or allegation, and Loonen will have the right to participate in the defense of any such claim at its expense.

16. Limitation on Liability. LOONEN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE TECHNOLOGY (INCLUDING THE SITE), CONTENT, OR PRODUCTS, EVEN IF LOONEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. LOONEN’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND LOONEN’S PROVISION OF THE TECHNOLOGY (INCLUDING THE SITE) AND ALL CONTENT AND PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT YOU ACTUALLY PAID TO LOONEN FOR USE OF OR ACCESS TO THE SITE OR FOR THE PURCHASE OF PRODUCTS IN THE PRECEDING 6 MONTHS, AND (2) $500. YOU AGREE THAT LOONEN WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, LOONEN’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Data Privacy. You acknowledge the use, collection, and disclosure of Your personally identifiable information that You submit to the Site or that is collected about You from the Site as described in the Privacy Policy for the Site, which is located at https://loonen.com/policies/privacy-policy (“Privacy Policy”). Loonen will have the right to collect, extract, compile, synthesize, and analyze information resulting from Your access to and use of the Site and Content. To the extent any such information is collected or generated by Loonen, the data and information will be solely owned by Loonen and may be used by Loonen for any lawful business purpose without a duty of accounting to You.

18. Claims of Infringement. Loonen respects Your copyrights and other intellectual property rights and those of third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Site without Your authorization in a way that constitutes copyright infringement, You may notify Loonen’s designated copyright agent by mail to:

Loonen Opco, Inc.

Attn: Loonen Copyright Agent

200 Great Rd #254

Bedford, MA, 01730

With a copy to: sip@loonen.com

1-800-934-1428 

Please provide the following information to Loonen’s copyright agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, their agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature. Loonen will take whatever action, in its sole discretion, it deems appropriate, including removing the allegedly infringing work from the Site.

1. Disputes. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH LOONEN AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LOONEN.

1. Agreement to Arbitrate. Except as otherwise provided in Section 19.2 (Exception to Arbitration), the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms, including the formation, validity, binding effect, interpretation, performance, breach, or termination of these Terms and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 19.2 (Exception to Arbitration), if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration through JAMS, under the JAMS Streamlined Rules then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Loonen in Massachusetts, U.S.A or as otherwise mutually agreed upon. The arbitrator will apply the law set forth in Section 19.3 (Governing Law and Venue) to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

2. Exception to Arbitration. You agree that if Loonen reasonably believes You have, in any manner, violated or threatened to infringe Loonen’s IPR, then Loonen may seek emergency, preliminary, or other appropriate interim relief in the state or federal courts located in Massachusetts.

3. Governing Law and Venue. The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Delaware (U.S.A.) as such laws apply to contracts between Delaware residents performed entirely within Delaware, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof. Subject to Section 19.1 (Agreement to Arbitrate), each party will bring any action or proceeding arising from or relating to these Terms exclusively in a state or federal court in Delaware (U.S.A.), and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Loonen.

2. Notices. Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to Loonen by postal mail to the address for Loonen listed on the Site. Loonen may provide You with any notices required or allowed under these Terms by sending You an email to any email address You provide to Loonen in connection with Your Account, provided that in the case of any notice applicable both to You and other users of the Site, Loonen may instead provide such notice by posting on the Site. Notices provided to Loonen will be deemed given when actually received by Loonen. Notices provided to You will be deemed given 24 hours after posting to the Site or sending via email, unless (as to email) the sending party is notified that the email address is invalid.

3. Additional Terms. Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties. All waivers by Loonen under these Terms must be in writing or later acknowledged by Loonen in writing. Any waiver or failure by Loonen to enforce any provision of these Terms on one occasion will not be deemed a waiver by Loonen of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. You may not assign or transfer either these Terms or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without Loonen’s prior written approval. Any assignment in violation of the foregoing will be null and void. Loonen may assign these Terms to any party that assumes Loonen’s obligations hereunder. The words “include,” “includes,” and “including” mean “include,” “includes,” or “including,” in each case, “without limitation.” The word “or” is not exclusive. The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Site may contain links to third-party sites that are not under the control of Loonen. Loonen is not responsible for any content on any linked site and You access any third-party site from the Site at Your own risk.