Terms & Conditions

1. Contractual Relationship

These Terms of Use (“Terms”) govern your access to and use of the technology platform, software-as-a-service (SaaS) tools, applications, websites, consulting services, and related features (collectively, the “Services”) provided by Loop Technologies Inc. (“Loop,” “we,” “us,” “our”), a Delaware corporation headquartered. By accessing or using the Services, you (the “User” or “Client”) agree to these Terms, which form a legally binding agreement between you and Loop. If you disagree with any part of these Terms, you may not use the Services.

Supplemental Terms:

• Specific features (e.g., API integrations, custom loyalty programs) or promotions may have additional terms (“Supplemental Terms”). Supplemental Terms prevail over these Terms in case of conflict.
• Loop may update these Terms at any time. Continued use after changes constitutes acceptance.

2. The Services

2.1 Overview

Loop provides a technology platform for businesses to design, implement, and manage customized rewards programs, loyalty solutions, and customer engagement strategies. The Services include:

• Software Tools: Dashboard for program configuration, analytics, and reporting.
• APIs: Integration with third-party systems (e.g., POS, CRM).
• Consulting Services: Strategic guidance on loyalty program design and optimization.
• Data Analytics: Insights into customer behavior and program performance.

2.2 Loop’s Role

• Technology Provider: Loop does not own, operate, or control Client loyalty programs. Clients are solely responsible for compliance, reward fulfillment, and customer disputes.
• Third-Party Services: Clients may integrate third-party vendors (e.g., payment processors, gift card providers). Loop disclaims liability for third-party actions, terms, or content.

2.3 License Grant

Subject to compliance with these Terms, Loop grants you a limited, non-exclusive, non-transferable license to:

• Access and use the Services for internal business purposes.
• Integrate the Services with your existing systems via APIs (if applicable).

Restrictions:

• Reverse engineer, resell, or lease the Services without written consent.
• Use the Services for unlawful purposes or to infringe third-party rights.
• Overburden Loop’s infrastructure (e.g., excessive API calls).

2.4 Ownership

• Loop’s Property: All software, trademarks, patents, and content provided by Loop remain our exclusive property.
• Client Data: Clients retain ownership of data uploaded to the Services (e.g., customer lists, transaction history).

3. Account Registration & Use

3.1 Account Requirements

• Accuracy: Provide valid business/contact information and maintain updated payment details.
• Security: You are responsible for Account activity, including unauthorized access.

3.2 Prohibited Conduct

You agree not to:

• Use the Services to violate laws (e.g., spam, fraud, privacy breaches).
• Transmit viruses, malware, or harmful code.
• Impersonate Loop or misuse branding (see Section 8.4).

3.3 User Content

• Ownership: Clients own content uploaded to the Services (e.g., loyalty rules, reward structures).
• License to Loop: By submitting content, you grant Loop a worldwide, royalty-free license to use, modify, and display it to provide the Services.
• Compliance: Ensure content does not infringe intellectual property rights or contain illegal material.

4. Fees & Payment

4.1 Subscription Plans

• Fees: Charges vary based on subscription tier (e.g., Basic, Pro, Enterprise), number of users, or transaction volume.
• Invoicing: Fees are billed monthly/annually in advance. Overages (e.g., API call limits) are billed retroactively.
• Taxes: Clients pay all applicable taxes (e.g., VAT, sales tax).

4.2 Payment Terms

• Late Payments: Accounts overdue by 30+ days may incur interest (1.5% monthly) or suspension.
• Refunds: Fees are non-refundable except as required by law or stated in a separate agreement.

4.3 Free Trials & Promotions

• Trials: Access to premium features during a trial period may require payment details. Charges apply automatically post-trial unless canceled.
• Promo Codes: Must be used per stated terms. Loop may revoke codes for abuse.

5. Data Privacy & Security

5.1 Data Handling

• Client Data: Loop processes data only to provide the Services. Clients warrant they have lawful rights to share such data.
• GDPR/CCPA Compliance: Loop acts as a “data processor” under GDPR and CCPA. Clients are “data controllers” responsible for obtaining customer consent.

5.2 Security Measures

• Encryption: Data transmitted via the Services is encrypted (SSL/TLS).
• Breach Notification: Loop will notify Clients of confirmed data breaches affecting their accounts within 72 hours.

5.3 Third-Party Integrations

Clients assume full risk for data shared with third-party services (e.g., payment gateways, CRM tools).

6. Intellectual Property

6.1 Loop’s IP

All patents, trademarks, logos, and software are owned by Loop. Use of Loop’s branding requires prior written approval.

6.2 Client IP

Clients retain rights to their logos, program names, and marketing materials.

6.3 Feedback

Suggestions or feedback provided to Loop may be used freely to improve the Services.

7. Disclaimers & Limitation of Liability

7.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS.” LOOP DISCLAIMS ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• UPTIME GUARANTEES (EXCEPT AS STATED IN A SEPARATE SLA).

7.2 Limitation of Liability

• LOOP’S TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE FEES PAID BY THE CLIENT IN THE PRIOR 12 MONTHS.
• NO LIABILITY FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (E.G., LOST PROFITS, DATA LOSS).

7.3 Indemnification

Clients agree to defend, indemnify, and hold Loop harmless from claims arising from:

• Breach of these Terms.
• Misuse of the Services or infringement of third-party rights.

8. Termination

8.1 Termination Rights

• By Loop: May suspend or terminate Accounts for breach, non-payment, or unlawful activity.
• By Client: May cancel subscriptions with 30 days’ written notice.

8.2 Post-Termination

• Clients may retrieve their data within 30 days of termination.
• Fees owed remain payable, and Loop may delete data after 60 days.

9. Governing Law & Dispute Resolution

9.1 Jurisdiction

These Terms are governed by Delaware law, excluding conflicts of laws principles.

9.2 Arbitration

• Disputes resolved via binding arbitration under AAA Commercial Rules in Wilmington, Delaware.
• Class actions and jury trials are waived.

10. General Provisions

• Force Majeure: Loop is not liable for delays caused by events beyond our control (e.g., pandemics, natural disasters).
• Assignment: Clients may not transfer rights without Loop’s consent. Loop may assign Terms freely.
• Notices: Legal notices must be sent to legal@useloop.co
• Entire Agreement: These Terms supersede prior agreements.

Contact Information:
Loop Technologies Inc.

For GDPR Inquiries:
Data Protection Officer: legal@useloop.co

For Copyright Claims:
Designated Agent: legal@useloop.co