HERITAGE APPRAISAL SOFTWARE LLC

END USER SERVICE AGREEMENT (EUSA)

Effective Date: January 1, 2016

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED,” YOU, AS THE “USER,” AGREE TO THESE TERMS OF SERVICE.

  1. Definitions

This EUSA constitutes an agreement (this “Agreement”) by and between Heritage Appraisal Software LLC, an Ohio corporation (“HAS LLC”) and you as a User of the web-based application known as The Loupe or any other online service provided by HAS LLC.

(a) “Account” refers to the User’s enrollment in and authorized use of the Service, as accepted by HAS LLC and subject to the terms and conditions of this Agreement.

(b) “Appraisal Data” means the data input by the User to receive an Appraisal Report from

(c) “Appraisal Report” means the PDF file summarizing an appraisal conducted by the User through the Service.

(d) “Appraiser” means a jewelry appraiser who has created an Account.

(e) “Customer” means a person who has requested or received a jewelry appraisal through the Service from an Appraiser; a Customer may or may not have an individual Account.

(f) “Customer Information” means any personal information of the Customer, such as name, address, and telephone number, and also includes specifications regarding the Customer’s jewelry.

(g) “Data Policy” refers to HAS LLC’s standard data protection and deletion policy, attached hereto, as may be updated or amended from time to time. The Data Policy is hereby incorporated into and made a part of this Agreement.

(h) “Service Materials” refers to the content produced or maintained by or through the Service, including, Appraisal Reports and Appraisal Data.

(i) “User Data” refers to any information or material uploaded by or from User for the purpose of using the Service, including User’s Account information, Customer Information, and Appraisal Data.

(j) “Privacy Policy” refers to HAS LLC’s privacy policy, as such policy may be updated or amended from time to time. The Privacy Policy is hereby incorporated into and made a part of this Agreement.

(k) “Service” refers to The Loupe or other web-based service provided by HAS LLC to User.

(l) “User” means the person who hereby accesses the Service through the User’s Account, whether an appraiser or a Customer, and is therefore subject to these terms and conditions.

2. Service

(a) User may access the Service, and HAS LLC agrees to provide the Service to the User, on the terms and conditions set forth in this Agreement, in consideration for any fees required to access the Service and the other consideration set forth herein.

(b) User warrants that User’s Account information is accurate, and that User shall maintain the accuracy of such identification.

(c) Appraiser Users warrant and represent that they have authorization from each Customer to use the Customer’s Information and Appraisal Data, and agree to indemnify and defend HAS LLC from any claim, liability, loss, or damages arising from any claim by any Customer in connection with the User’s possession or transfer of the Customer Information or Appraisal Data.

(d) HAS LLC makes the Services available to User pursuant to this Agreement. User acknowledges that use of the Services hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by HAS LLC regarding future functionality or features.

(e) User is responsible for (a) complying with this Agreement, (b) the accuracy, quality, integrity and legality of User Data, (c) using the Services only in accordance with applicable laws and government regulations, and (d) promptly reporting any unauthorized use of the Service.

(f) User shall not (a) access the Services for purposes other than those set forth in the applicable Subscription Agreement; (b) sell, resell, rent or lease access to the Services, (c) use the Services to store or transmit infringing, libelous, harassing, intimidating, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit any worm, virus, or other malicious code, (e) interfere with or disrupt the integrity or performance of the Services or Service Materials contained therein, or (f) attempt to gain unauthorized access to the Services or HAS LLC’s systems or networks, or (g) copy or reverse engineer any of the functions or features of the Service or associated software or code.

3. Service Materials, Software, & IP.

(a) User Data. User hereby grants to HAS LLC a worldwide, royalty-free, license to display, distribute, reproduce, and otherwise utilize User Data through the Service, including incorporation with the Service Materials.

(b) Service Materials. User recognizes and agrees that: (i) the Service Materials are the property of HAS LLC or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) User does not acquire any right, title, or interest in or to the Service Materials (other than User Data) except the limited and temporary right to use them in the context of the Service.

(c) IP in General. HAS LLC retains all right, title, and interest in and to the Service, including without limitation all underlying software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant User any intellectual property rights in or to the Service or any of its components.

4. Warranty; Indemnification.

(a) THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND HAS LLC HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

(b) HAS LLC does not warrant that the Service will perform without error or immaterial interruption.

(c) User agrees to defend HAS LLC against any claim made or brought against HAS LLC by a third party alleging that User Data, or User’s use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify HAS LLC for any damages finally awarded against, and for reasonable attorney’s fees incurred by, HAS LLC in connection with any such claim; provided, that HAS LLC (a) gives User written notice of the claim; (b) gives User sole control of the defense and settlement of the claim (provided that User may not settle any claim unless the settlement unconditionally releases HAS LLC of all liability); and (c) provides to User all reasonable assistance.

5. Limitation of Liability. In no event will HAS LLC’s liability arising out of or related to this EUSA exceed the cost of the particular Service giving rise to such liability. Except for User’s indemnification obligation set forth herein, neither party will be liable for any consequential, special, incidental, or punitive damages. The liabilities limited by this section 5 apply regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; and apply even if the parties have been advised in advance of the possibility of the damages in question, and even if such damages were foreseeable. If this limitation of liability conflicts in any way with applicable law, HAS LLC’s liability will be limited to the full extent permitted by applicable law.

6. Term & Termination.

(a) Term. This Agreement and User’s Account are subject to the terms and conditions set forth in the applicable Subscription Agreement.

(b) Suspension or Termination. HAS LLC may, in its sole discretion, suspend or terminate this Agreement or User’s Account, in whole or in part, upon breach of this Agreement or any applicable Subscriber Agreement.

(c) Effects of Termination. Upon full or partial termination or suspension of User’s Account, HAS LLC may revoke or restrict User’s access to the Services, delete or restrict access by other uses to User Data, suspend transmission of User Data to or from User, without or without prior notice to User, in addition to any other remedy available to HAS LLC in the applicable Subscription Agreement, at law, or in equity.

7. Support. HAS LLC provides User support through the applicable Subscription Agreement.

For User support questions, e-mail info@theloupe.com.

(a) Notices. HAS LLC may send notices pursuant to this Agreement to User’s e-mail address listed in User’s Account, with automatic read-receipt or delivery-receipt acknowledgement. User may send notices pursuant to this Agreement to info@theloupe.com, with automatic read-receipt or delivery-receipt acknowledgement.

(b) Amendment. HAS LLC may amend this EUSA (including any online policy referenced herein) from time to time. User will receive the amended EUSA at User’s next login, and may be required to read and accept the amended EUSA before accessing to the Services.

(c) Independent Contractors. Nothing in this Agreement shall be construed to create a partnership or any agency or employee relationship between the User and HAS LLC. Neither party is the employee or agent of the other and neither may bind the other in any way.

(d) No Assignment. User’s Account is personal to User, and User may not assign this EUSA or any of his or her rights or obligations hereunder.

(e) Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Ohio, without reference to Ohio’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts seated in Cleveland, Ohio.

(f) Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

(g) Conflicts among Attachments. In the event of any conflict between the terms of this main body of this Agreement and those of the Data Policy or Privacy Policy, the terms of this main body will govern.

Data Policy

Effective Date: January 1, 2016.

Purpose. HAS LLC has developed this Data Policy to detail its practices, protocols, and expectations with regard to Customer Data and User Data.

1. User Rights to Data. A User’s Account provides access to the User’s Appraisals Reports, and User Account information. Users will not have access to Appraisal Data databases.

2. Customer Rights to Data. Appraisal Reports belong to the Customers owning the appraised jewelry.

3. Retention & Deletion. HAS LLC will retain User Data and Customer Data in its possession until Erased (as defined below). HAS LLC will Erase a User’s Account Information upon written request by the User; HAS LLC will Erase a Customer’s Customer Data upon written request from the Customer. HAS LLC may Erase all copies of Contact Data within 60 business days after termination of this Agreement. Notwithstanding the foregoing, Users and Customers may at any time instruct HAS LLC to retain and not to Erase Contact Data, provided User may not require retention of User Data for more than 60 business days after termination of this Agreement. User may request HAS LLC certify Erasure in writing to User, by providing notice to HAS LLC no later than 180 days after the termination of this Agreement. (“Erase” and “Erasure” refer to the destruction of data so that no copy of the data remains or can be accessed or restored in any way.)

4. Technical & Physical Security. In its handling of Contact Data, HAS LLC will observe reasonable security measures appropriate to HAS LLC’s industry.

5. Aggregate Data. User acknowledges and agrees that HAS LLC may use non-identifiable anonymous data that is taken from User Data and combine it with other anonymous data to create what is referred to as "Aggregate Data," which HAS LLC shall own and may disclose to third parties. Aggregate Data is information that may indicate business trends, usage patterns and/or demographics of Users as a group, but in no case shall Aggregate Data identify particular Users or subscribers. Aggregate Data will be used to determine such things as efficiency of the Services, User demographics, and usage patterns for our services. HAS LLC may use Aggregate Data to analyze, modify, and improve the Services; to develop other programs and services; and to market HAS LLC’s services.

Privacy Policy

Effective date: January 1, 2016

HAS LLC collects certain information through the Service that is necessary to provide the Service. This page (this “Privacy Policy”) lays out HAS LLC’s policies and procedures surrounding the collection and handling of any such information that identifies an individual user or that could be used to contact or locate him or her (“Personally Identifiable Information” or “PII”).

This Privacy Policy applies to the Services, but does not apply to any third party site or service linked through the Service or any other website or online service operated by any third-party, including other users or subscribers of the Service.

HAS LLC may collect the following Personally Identifiable Information from Users: name, company, e-mail address, telephone number, address, and financial information. HAS LLC uses PII to create User Accounts, to communicate with Users, to offer additional services, and to bill for services. HAS LLC also uses PII to the extent necessary to enforce any terms of service.

HAS LLC uses “cookies” to collect certain information from all Users. A cookie is a string of data that identifies the User’s computer. Cookies provide data regarding the User’s usage of the Services, and HAS LLC uses such information to facilitate provision of the Services. HAS LLC also uses information gained through cookies to compile statistical information about use of our Service, which is into HAS LLC’s Aggregate Data.

HAS LLC uses and updates data security tools to protect Personally Identifiable Information. Unfortunately, even with these measures, HAS LLC cannot guarantee the security of PII. By using the Service, User acknowledges and agrees that HAS LLC make no such guarantee.

HAS LLC may disclose PII to attorneys, collection agencies, or law enforcement authorities to address potential contractual violations, or illegal behavior, and pursuant to court orders or as otherwise required by law. Users can access and change any Personally Identifiable Information by modifying their profiles in the application settings, or by contacting HAS LLC at the address provided in your Account.

HAS LLC may change this Privacy Policy at any time by posting a new version on this page or on a successor page. The new version will become effective on the date it is posted, which will be listed at the top of the page as the new Effective Date.