Terms and Conditions
Loop Platform Services Agreement
Last Updated: March 19, 2024
Welcome to the Loop platform and our website at www.loop.com, along with the related applications, documentation, manuals, guides, and other resources (the “Loop Platform”) that together comprise the payment optimization, transportation spend intelligence, and automated invoice reconciliation services we offer to shippers, third-party logistics suppliers, and their partners (the “Services”).
This Loop Platform Services Agreement (these “Terms”) is a legal agreement between you and Loop Inc. and applies to your use of the Services. “You” and “your”, and “Company” means the legal business entity that is applying for or that has opened a Loop Account, as well as the Administrator authorized by the Company to create or access a Loop Account and to access and use the Services on the Loop Platform. “Loop”, “we”, or “us” also includes Loop, Inc.’s affiliates, successors, and other entities to whom we assign our rights under these Terms. These Terms include the Loop Privacy Policy located at https://loop.com/privacy, the Payment Terms, and any applicable Additional Terms. By referencing them here, the Payment Terms, the Additional Terms, and the Loop Privacy Policy are included in, and form an integral part of these Terms. If there are any conflicts between these Terms, the Payment Terms, and any Additional Terms, the Payment Terms and the Additional Terms will take precedence over these Terms. We may update or replace these Terms by posting an updated version to our legal page.
By applying for a Loop Account, or by accessing or using the Services we make available to you through your Loop Account, you are promising that the Company has authorized you to apply for a Loop Account, that you have the legal authority to agree to these Terms on behalf of the Company, and that you will comply, and will cause your Authorized Users to comply with these Terms. We may update or replace these Terms by posting an updated version to our legal page and your continued use of the Services after we post any updates will serve as your acceptance of any changes to these Terms. Please contact us at contact-us@loop.com if you do not understand any of these Terms.
Definitions for capitalized words used in these Terms are found in Section 8.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN DISPUTES DESCRIBED IN SECTION 7, AND UNLESS YOU CHOOSE TO EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DETAILED IN SECTION 7, YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN YOU AND US ARISING UNDER THESE TERMS OR YOUR USE OF THE SERVICES THROUGH BINDING INDIVIDUAL ARBITRATION, TO WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CONSOLIDATED OR CLASS ACTIONS AGAINST US, AND TO WAIVE YOUR RIGHT TO A JURY TRIAL. THIS MEANS THAT YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THESE TERMS, AND A NEUTRAL ARBITRATOR WILL DETERMINE YOUR RIGHTS INSTEAD OF A JUDGE AND JURY. DO NOT ACCESS THE PLATFORM OR USE THE SERVICES IF YOU DO NOT AGREE TO THE TERMS OF SECTION 7.
1. The Loop Services.
1.1. Overview. Loop and its Partners provide Services through the Loop Platform that allows shipping companies and third-party logistics providers to: (a) centralize, digitize, and standardize shipment data from multiple sources and platforms, (b) control costs by identifying and correcting discrepancies in shipment data, and analyzing shipment data patterns; (c) create flexible payment workflows to orchestrate invoice payments and make payouts; and (d) manage cash flow by accessing invoice financing. We may restrict the Services available to you through the Loop Platform in our sole discretion.
1.2. Access to the Services. By applying for an Account, or by accessing and using the Services, you individually represent and warrant to Loop that: (a) you are at least 18 years old, (b) neither you nor any of Company’s Control Persons are Prohibited Persons; (c) you and Company have not previously been suspended from or removed from using the Services, (d) the information you provide to us when you create your Loop Account on behalf of Company or an Authorized User is current, accurate, and complete; and (e) you have reviewed these Terms and all terms incorporated by reference into these Terms and you agree that the obligations set forth in these Terms are your legal, valid, and binding obligations, and enforceable against you in accordance with these Terms and Applicable Law.
1.3. Creating a Loop Account; Company Data Verification; Notification of Changes. To help the government fight the funding of terrorism and money laundering activity, U.S. federal law requires financial institutions to obtain, verify, and record Company Data and the personal information of Company’s Control Persons and Beneficial Owners. Before you create a Loop Account, we or our Partners may require you, or your Administrator on your behalf, to provide us with the Personal Data of Company’s Control Persons, Beneficial Owners, and other Authorized Users. We may also require that you provide certain documentary information, including proof of address or personal identification and Company’s business identity documents. You must provide us with Personal Data and Company Data that is current, complete, and accurate, and you must keep such data current for as long as your Company maintains your Loop Account. We may and our Partners may use credit reports and other underwriting criteria to determine your eligibility for a Loop Account or your use of Payment Services. At any time during the term of these Terms and your use of the Services, we may require additional information from you. Details on our collection, use, and handling of Personal Data are described in the Loop Privacy Policy. Please review it carefully and contact us at contact-us@loop.com if you have any questions. You will notify us in writing within 10 Business Days if any of the following occur: (a) the nature of your business change significantly; (b) your business closes; (c) there is any change of Administrator, Beneficial Owners, or Control Persons ,or other important Company Data; (d) there is any material change in the control or ownership of your business (whether direct or indirect), or you transfer or sell 25% or more of your total assets; (e) there is any planned, or anticipated liquidation, or voluntary bankruptcy or insolvency proceeding, or you are subject to an involuntary bankruptcy or other insolvency proceeding; (f) you are the subject of an inquiry, proceeding, investigation, or enforcement action promulgated by any regulatory authority, grand jury, or prosecutor; (g) you are party to a lawsuit or arbitration demand in which claims are asserted that would, if sustained in a legal proceeding or alternative dispute resolution forum, result in a material impact to Company’s financial condition or ability to operate; (h) you receive a judgment, writ or warrant of attachment or execution, tax lien, levy, or other lien against 25% or more of your total assets; (i) you begin engaging in any activities prohibited under Section 1.4.
1.4. Prohibited Activities. You may not use your Loop Account or the Services for: (a) any purpose that is unlawful or prohibited by these Terms, (b) any personal, family, or household use; (c) any transactions involving any illegal activities, (d) any transactions involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) any third parties unaffiliated with you; or (f) any purpose not related to the Company’s business. In our sole discretion, we will not approve, and we may terminate any Loop Account that we know or believe is engaged in any illegal activities or otherwise does not comply with these restrictions. We may limit your use of certain Services or require that you provide additional information to open or maintain your Loop Account if we suspect you are or may be engaged in any prohibited activities.
2. Managing and Using Your Loop Account.
2.1. Administrators and Authorized Users. Administrators may: (a) add, remove, or manage additional Administrators or Authorized Users; (b) add, remove, or manage additional Services; (c) view reports; (d) consent to any new or updated Terms (if such consent is requested or required); or (e) perform other tasks on Company’s behalf. Administrators are responsible for monitoring your Loop Account activity. If you are not an Administrator, your Administrator must make you an Authorized User before you can access your Loop Account. Administrators must ensure that each Authorized User only takes those actions that such Authorized User is authorized by the Company to take.
2.2. Responsibility for Use. Company is solely responsible and liable for: (a) all losses, costs, expenses, fines, or other charges imposed on us or incurred by you related to, resulting from, or arising out of: (i) any breach or violation by an Administrator or Authorized User of these Terms or Applicable Law; or (ii) any actions or failure to act on the part of Administrators or Authorized Users to access or monitor your Loop Account, to initiate payments, or any other action taken by an Administrator or Authorized User on your behalf ; (b) ensuring that Authorized Users are aware of and agree to comply with these Terms and all Applicable Laws in connection with their use of the Services; and (c) obtaining appropriate consents and authorization to provide the Personal Data of Beneficial Owners, Control Persons, and Authorized Users to us, and ensuring that such persons are aware of and have reviewed the Loop Privacy Policy and understand how we process their Personal Data. Company acknowledges and agrees that the Services operate on or with or using application programming interfaces (“APIs”) or other services operated or provided by third parties (“Third Party Services”). Loop is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Company is solely responsible for procuring any and all rights necessary for it to access Third-Party Services and for complying with any applicable terms or conditions thereof. Loop does not make any representations or warranties with respect to Third-Party Services or any third-party providers. Any exchange of data or other interaction between Company and a third-party provider is solely between Company and such third-party provider and is governed by such third party’s terms and conditions.
2.3. Loop Account Security. You will implement administrative, procedural, and technical controls to safeguard the privacy, confidentiality, and security of your Loop Account, including protecting and securing your web browsers, mobile devices, and anything else you use to access the Services. If you are an Administrator, you will: (a) only provide access to Authorized Users; (b) closely and regularly monitor the activities of Authorized Users who access the Services; and (c) ensure that each Authorized User has their own unique set of credentials, keeps those credentials secure, does not share those credentials with any other person or third party, and does not reuse credentials from other services. Administrators are responsible for disabling Authorized User access and limiting Authorized User permissions where appropriate, such as in cases where an Authorized User’s Loop Account has been compromised or misused. Both Administrators and Authorized Users are responsible for promptly notifying Loop of any unauthorized access to or use of the Loop Account or Services.
2.4. Payment Services and Your Liability. If you use the Payment Services to make or to receive payments, or to access any other financial service provided by one or more of our Partners, you must agree to the applicable Payment Terms located on our legal page. Each time you access the Services to use the Payment Services, you are expressly authorizing Loop and our Partners to act on the instructions we receive from you while you are logged in to your Loop Account, and any actions we take on your behalf based on the payment instructions we receive from you will have the same legal effect as instructions physically signed by you. We reserve the right to block transactions or any other actions you authorize through the Payment Services if: (a) the Services or the Payment Services are not working properly; (b) we or our Partners are unable to carry out your instructions due to circumstances beyond our control; (c) your Loop Account is subject to legal process or other lawful restrictions that prevent us from carrying out your instructions; (d) your instructions are incomplete or inaccurate, or you do not follow the procedures in this or any of the Payment Terms; (e) your Loop Account credentials have been reported lost or stolen, if we canceled or disabled your credentials, or if we have disabled your Loop Account; (f) we reasonably suspect that you or someone else is using or accessing your Loop Account for fraudulent or illegal purposes; or (g) we determine in our sole discretion that any individual payment is unauthorized. Please review the Payment Terms for information about additional restrictions on use of the Payment Services. Neither we nor our Partners are liable to you or to any of your Payees for any losses you or they incur due to any failure by you to pay any amounts you owe in a timely manner or in an incorrect amount while using the Payment Services.
2.5. Fees and Payment. We may assess periodic fees, usage fees, service fees, and other fees applicable to your use of the Services (”Fees”). We may also assess Fees for late or failed payments, or misuse of your Loop Account or the Payment Services, You can find an overview of the applicable Fees and their associated terms in the Loop Order Form (the “Loop Order Form”). The terms of the Loop Fee Form are incorporated into these Terms by reference. We reserve the right from time to time to update, add, or change the Fees upon Notice to you. If we choose, in our sole discretion, to waive any Fee, we do not waive our right to impose that same Fee in the future. Any accrued or incurred Fees will be reflected in your Loop Account and included in the amounts you owe us. You acknowledge and agree that we are not obligated to determine whether any federal, state, or local tax applies to any transaction involving the use of the Services, nor are we responsible for collecting, remitting, or reporting any sales, use, income, or other taxes arising from any such transactions. You agree to pay us all undisputed amounts within 30 days after receipt of an invoice from us.
2.6. Failure to Pay; Collections. If you do not pay us for any amounts you owe us for any reason on the date such amounts are due, we may: (a) charge you a late Fee in the amount indicated in your Loop Order Form, (b) charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law. In addition, we reserve the right to suspend or terminate your use of the Services until you pay any amounts you owe in full. If you fail to pay amounts you owe us and wish to reinstate access to the Services, please contact us immediately at contact-us@loop.com to arrange to make all outstanding payments by other means. If you fail to pay us, we will have the right to refer your Loop Account to a collections agency. If we do, you will reimburse Loop for all costs incurred by Loop in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.
2.7. Taxes. All Fees and other amounts payable by Company under these Terms are exclusive of taxes and similar assessments. Company is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Company hereunder, other than any taxes imposed on Loop’s income.
2.8. QuickPay. If you are a Shipper or a 3PL, you can use the QuickPay feature to take advantage of discounts on unpaid invoices offered by carriers, 3PLs, and other suppliers (“Suppliers”) by paying the invoice before the due date.(each, a “Dynamic Discount”).. If you want to apply a Dynamic Discount to an unpaid invoice, or apply a Dynamic Discount to all future invoices for a Supplier, you must notify us at your Loop dedicated email at least 5 Business Days prior to the date on which an eligible payment is due. The amount of the Dynamic Discount will be automatically calculated by Loop based on the Dynamic Discount terms in the relevant invoice, or based on other information you provide to us (such as applying a Dynamic Discount to all invoices for a given Supplier).Loop will make commercially reasonable efforts to ensure that you receive the benefit of all Dynamic Discounts you have asked us to apply to your invoice payments, but we are not responsible for your failure to receive a Dynamic Discount for which you are eligible or for any other losses that result from: (i) errors or omissions in the Dynamic Discount information you provide us; (ii) your failure to notify us in a timely manner that you would like us to configure a Dynamic Discount through your Loop Account; (iii) our failure to timely configure or apply the Dynamic Discount to an invoice prior to the invoice due date; (iv) the failure of a Partner to process a payment by the invoice due date; or (iv) for any other reason; except that the preceding limitations on liability will not apply to losses caused by Loop’s gross negligence. Further, for the purposes of Section 5.1, the amount of any Dynamic Discount you fail to receive will be considered Indirect Damages.
2.9. Factor Relationship Management. You can use the Loop Platform to manage payments to third-party financial partners, such as invoice factoring companies. To enable payments to a third-party financial partner, you must input the third-party financial partner’s organization data (“Partner Data”) in your Loop Account or via the Loop API to indicate that you have a payment obligation to the third-party financial partner at least 5 Business Days prior to the due date of the first payment to the third-party financial partner. Partner Data includes: (i) the third-party financial partner’s bank account information if available, (ii) primary contact information, mailing and billing address; (ii) a copy of the Notice of Assignment by the original payee to the third-party financial partner; and (iii) a copy of the Letter of Release from any prior third-party financial partners if applicable. If you’ve contracted with Loop to input Partner Data and enable payouts to third-party financial partners on your behalf, Loop will make efforts to verify that the Letter of Release from a previous third-party financial partner is legitimate by contacting that partner for confirmation, but Loop will not contact the third-party financial partner to verify that the Notice of Assignment to is legitimate. Loop will make commercially reasonable efforts to ensure timely payments to your third-party financial partners, but we are not responsible for losses you incur that result from: (A) errors or omissions in the third-party financial partner information you provide us; (B) your failure to notify us in a timely manner that you would like us to make payments to third-party financial partners through your Loop Account; (C) our failure to timely configure a payment to a third-party financial partner; (D) the failure of a Partner to process a payment to a third-party financial partner by the invoice due date; or (E) for any other reason; except that the preceding limitations on liability will not apply to losses caused by Loop’s gross negligence or intentional misconduct. Further, for the purposes of Section 5.1, the amount of any losses or penalties resulting from your failure to make timely payments to third-party financial partners for any reason using the Loop Platform will be deemed Indirect Damages.
3. Confidential Information; Intellectual Property; Beta Services; Feedback; Content.
3.1. Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party will not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees or consultants who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms, including to make required court filings. Loop may use Company Data to (a) provide the Services to Company and perform these Terms; (b) to provide Company with such data in an aggregated and anonymized form that does not disclose Company Data or Confidential Information of Company; and (c) to use such aggregated and anonymized data to test, improve, and provide the Loop Platform and the Services.
3.2. IP and Licenses. Loop and its licensors own all Loop IP. You may use Loop IP only as and for the purposes provided in these Terms. Loop grants you a nonexclusive and nontransferable license to use Loop IP as provided through the Services and as permitted by these Terms. This license terminates upon termination of these Terms or unless terminated earlier by us. You may not modify, reverse engineer, create derivative works from, or disassemble Loop IP; register, attempt to register, or claim ownership in Loop IP or portions of Loop IP; rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Loop IP; remove any product identification, proprietary, copyright or other notices from the Services or Loop IP; use the Services or Loop IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Laws; or permit any third party to do any of the foregoing. You will use reasonable efforts to prevent any unauthorized use of the Services or the Loop IP and will promptly notify Loop of any unauthorized use that comes to Company’s attention and provide all reasonable cooperation to prevent and terminate such use. You grant Loop a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in these Terms and the Loop Privacy Policy. Except for the limited rights and licenses expressly granted under this Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Company or any third party any intellectual property rights or other right, title, or interest in or to the Loop IP For the avoidance of doubt, Loop IP does not include Company Data.
3.3. Beta Services and Feedback. We sometimes release Beta Services to test new products, features, and programs, and we may make these Beta Services available to you to get your feedback (“Feedback”). We may change or discontinue Beta Services at any time. Beta Services are confidential until we publicly announce the products, features, or programs, and if you use Beta Services, you agree to keep information about the Beta Services confidential. Any Beta Services are provided to you AS-IS and without any express or implied warranties. We may use any Feedback about the Services or Beta Services freely and without restriction. We will not compensate or credit you for Feedback you provide to us.
3.4. Content. Information provided on the Loop Platform and in other communications from us (“Content”) is for informational purposes only. Any Content we provide about the law, compliance, or other legal components of the Services is for general information purposes only and is not legal advice. We believe the Content we provide is reliable, but it may not always be entirely accurate, complete or current. We may change or update Content from time to time without Notice to you. You should verify all Content on our website and in other communications from us before relying on it. You are solely responsible for your decisions based on Content provided on the Loop Platform and in other communications from us, and we have no liability for such decisions. Content we provide on the Loop Platform and in other communications to you may contain third-party content or links to third-party sites and applications. We do not control any such third-party content, sites, or applications, and we are not responsible or liable for the availability, accuracy, completeness, or reliability of third-party content, or for damages, losses, failures, or problems caused by, related to, or arising from any third-party content or the products or practices of any third parties.
4. Term and Termination.
These Terms become effective upon execution of your Order Form and continue three years (the “Initial Term”). Upon the expiration of the Initial Term, these Terms and your Order Form will be automatically extended for 1-year renewal terms (each, a “Renewal Term”, the Initial Term and any such renewal terms, collectively, the “Term”) unless either you or Loop provides notice of non-renewal at least 30 days prior to the end of the Initial Term or any Renewal Term, in which case these Terms will terminate upon the expiration of the relevant Term. We may decline to close your Loop Account if you owe us or our Partners, if any funds that our Partners are holding on your behalf are subject to a hold, lien, or other restriction, or if we believe that you are closing your Loop to evade any legal or regulatory requirement or investigation, or your obligations to us. We may suspend or terminate access to your Loop Account or the Services at any time and for any reason, in our sole and absolute discretion, without prior notice to you. We may terminate these Terms at any point if directed to do so by a Partner, if we determine in our sole discretion that continuing to provide the Services poses an unacceptable risk to Loop, other Loop users, our Partners, or any third parties, or for any other reason in our sole discretion without prior Notice to you. You are responsible for all losses we or our Partners incur that were caused by your action or inaction prior to termination, and for any costs we may incur in the process of closing your Loop Account upon termination by you or us. If these Terms are terminated, the applicable Payment Terms will immediately terminate (except for any sections that expressly or naturally survive termination). All provisions of these Terms, and any Additional Terms incorporated in these Terms giving rise to continuing obligations of the parties, including your indemnification obligations to us pursuant to Section 5.2, will survive termination of these Terms.
5. LIMITATION OF LIABILITY; INDEMNIFICATION; NO WARRANTIES.
5.1. OUR LIABILITY TO YOU IS LIMITED. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS AND SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL LOOP, ITS OWNERS, DIRECTORS, OFFICERS, AGENTS, OR PARTNERS BE LIABLE TO YOU OR TO ANYONE ELSE FOR LOST PROFITS OR DAMAGES, OR FOR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE LEGAL THEORY OR OTHER DAMAGES ARISING OUT OF: (A) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (B) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE DESCRIBED OR PROVIDED TO YOU; (C) UNAUTHORIZED ACCESS TO YOUR LOOP ACCOUNT OR COMPANY DATA; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES DESCRIBED OR PROVIDED TO YOU, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, “INDIRECT DAMAGES”). IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. IN THOSE STATES WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT DAMAGES IS NOT PERMITTED BY LAW, ANY LIABILITY OF LOOP, ITS OWNERS, DIRECTORS, OFFICERS AND AGENTS, OR PARTNERS IN THOSE STATES IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW. OUR MAXIMUM LIABILITY TO YOU FOR DIRECT DAMAGES UNDER THESE TERMS IS LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO LOOP IN THE THREE MONTHS PRECEDING THE DATE ON WHICH YOUR CLAIM FOR DAMAGES WAS MADE.
5.2. INDEMNIFICATION.
(A) YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS LOOP, OUR OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES, AND PARTNERS (THE “LOOP INDEMNIFIED PARTIES”) FROM AND AGAINST ALL LOSSES, DAMAGES, LIABILITIES, COSTS, ATTORNEY’S FEES, AND ALL RELATED EXPENSES (“LOSSES”), WHETHER IN TORT, CONTRACT, OR OTHERWISE RESULTING FROM CLAIMS, SUITS, OR PROCEEDINGS BROUGHT ANY THIRD PARTY (EACH, A “THIRD-PARTY CLAIM”) AGAINST A LOOP INDEMNIFIED PARTY THAT AROSE OUT OF, WERE CAUSED BY, OR WERE ATTRIBUTABLE, IN WHOLE OR IN PART, TO YOUR BREACH OF THESE TERMS, OR ANY UNAUTHORIZED ACTIVITY OR MISUSE OF THE SERVICES OR PAYMENT SERVICES BY YOU, YOUR ADMINISTRATOR, OR AUTHORIZED USERS.
(B) LOOP WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY AND ITS OUR OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES (THE ”COMPANY INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LOSSES INCURRED BY A COMPANY INDEMNIFIED PARTY RESULTING FROM ANY THIRD-PARTY CLAIM THAT THE SERVICES INFRINGE OR MISAPPROPRIATE SUCH THIRD PARTY’S PATENTS, COPYRIGHTS, OR TRADE SECRET; EXCEPT THAT COMPANY PROMPTLY NOTIFIES LOOP IN WRITING OF THE THIRD-PARTY CLAIM, COOPERATES WITH LOOP, AND ALLOWS LOOP SOLE AUTHORITY TO CONTROL THE DEFENSE AND SETTLEMENT OF SUCH THIRD-PARTY CLAIM. IF SUCH THIRD-PARTY CLAIM IS MADE OR APPEARS POSSIBLE, COMPANY AGREES TO PERMIT LOOP, AT LOOP’S SOLE DISCRETION, TO (I) MODIFY OR REPLACE THE SERVICES, OR COMPONENT OR PART THEREOF, TO MAKE IT NON-INFRINGING, OR (II) OBTAIN THE RIGHT FOR COMPANY TO CONTINUE USE. IF LOOP DETERMINES THAT NEITHER ALTERNATIVE IS REASONABLY AVAILABLE, LOOP MAY TERMINATE THESE TERMS, IN ITS ENTIRETY OR WITH RESPECT TO THE AFFECTED COMPONENT OR PART, EFFECTIVE IMMEDIATELY ON WRITTEN NOTICE TO COMPANY. THIS SECTION 5.2(B) WILL NOT APPLY WITH RESPECT TO PORTIONS OR COMPONENTS OF THE SERVICES (1) NOT CREATED BY LOOP, INCLUDING BUT NOT LIMITED TO COMPANY DATA OR THIRD-PARTY SERVICES, (2) THAT ARE MODIFIED BY ANYONE OTHER THAN LOOP WHERE THE ALLEGED INFRINGEMENT RELATES TO SUCH MODIFICATION, (3) COMBINED WITH OTHER PRODUCTS, PROCESSES OR MATERIALS WHERE THE ALLEGED INFRINGEMENT RELATES TO SUCH COMBINATION, (4) WHERE COMPANY CONTINUES ALLEGEDLY INFRINGING ACTIVITY AFTER BEING NOTIFIED THEREOF OR AFTER BEING INFORMED OF MODIFICATIONS THAT WOULD HAVE AVOIDED THE ALLEGED INFRINGEMENT, OR (5) WHERE COMPANY’S USE THEREOF IS NOT STRICTLY IN ACCORDANCE WITH THESE TERMS AND ALL RELATED DOCUMENTATION. THIS SECTION 5.4(B) SETS FORTH COMPANY’S SOLE REMEDIES AND LOOP’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED THIRD-PARTY CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
5.3. NO WARRANTIES. EXCEPT AS EXPRESSLY DESCRIBED IN THESE TERMS, WE DISCLAIM AND WE MAKE NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS OR WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THE SERVICES, THE LOOP IP, OR BETA SERVICES, OR ANY OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER TO YOU REGARDING YOUR LOOP ACCOUNT AND YOUR USE OF THE SERVICES. WE PROVIDE THE SERVICES TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THIS MEANS THAT WE DO NOT GUARANTEE THAT (A) THE SERVICES WILL ALWAYS BE AVAILABLE FOR YOU TO USE, (B) THE INFORMATION YOU SEE IN YOUR LOOP ACCOUNT IS ACCURATE OR UP TO DATE; (C) THE SERVICES WILL MEET YOUR PARTICULAR NEEDS; OR (D) WE WILL CORRECT ANY DEFECTS IN THE SERVICES, EVEN IF YOU REPORT THEM TO US.
6. Additional Terms.
6.1 Governing Law. These Terms and any disputes about these Terms will be governed by Illinois law or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within the state of Illinois, without regard to its choice of law or conflicts of law principles that would require application of the law of a different jurisdiction.
6.2 Severability. Unless any other provision of these Terms states otherwise, and to the extent not prohibited by Applicable Law, if any court or regulatory authority finds that any part of these Terms is invalid or unenforceable, that finding will not affect the validity or enforceability of the rest of the Terms.
6.3 Waiver of Rights; Delay in Enforcement. If we do not enforce, or if we delay enforcing any of our rights under these Terms, we will not lose those rights. We may also decide to waive one or more of our rights without notifying you, but doing so does not waive our right to enforce those rights later.
6.4. Consent to Electronic Signature and Notices. You agree that submitting your application to us for a Loop Account and indicating consent to these Terms constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature. You further consent to us providing Notices to you electronically and you understand that this consent has the same legal effect as your physical signature. You may revoke this consent but if you do so, we reserve the right to terminate your access to the Services and to close your Loop Account. We will provide Notices regarding certain activity and alerts electronically through your Loop Account, by email, push notification, or via text or SMS to the contact information provided to us by your Administrators and Authorized Users. Notices regarding payments, legal terms, and any other important Notices related to your Loop Account will be sent to certain Administrators through your Loop Account or email and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive Notices electronically. You may only withdraw consent to receive Notices electronically by closing your Loop Account. Authorized Users may elect to not receive certain Notices via text or SMS, but this will limit the use of certain Services and may increase the financial risks to Company including losses caused by lost or stolen Loop Account credentials. We may send text or SMS messages to Authorized Users in connection with use of credentials (such as through multi-factor authorization), to allow us to verify their identity, to provide other information about your Loop Account, and for other purposes that we identify and that are available through your Loop Account. Authorized Users are required to maintain updated web browsers, computers, and mobile device operating systems to receive Notices correctly. Authorized Users are responsible for all costs imposed by their respective Internet or mobile service providers for sending or receiving Notices electronically. Contact us immediately contact-us@loop.com if you are or believe you are having problems receiving Notices. You understand that we may randomly monitor customer service telephone conversations either for training purposes or to ensure that you receive accurate, courteous, and fair treatment. When you provide a phone number to us, or if you call us from a phone number, you consent to accept calls from us to that phone number, including collection calls.
6.5. Legal Process. We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.
6.6. Changes to these Terms. We may modify these Terms or provide other agreements governing your use of the Services or any portion of them by providing you Notice. Any Administrator’s or Authorized User’s continued use of the Services constitutes your consent to the revised Terms. Any waiver or modification that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification of these Terms for any other or future acts, events, or conditions.
6.7. Changes to the Services. We may add or remove Services or modify existing Services at any time. Some of these Services will be subject to Additional Terms. You acknowledge and understand that to use certain Services, you must agree to the Additional Terms, which will be incorporated by reference and form a part of these Terms. We do not guarantee that each of the Services will always be offered to you, that they will be available to you, or that you will qualify or be able to utilize any particular Service. Services will change from time to time, and certain Services may be discontinued or others may be added at our sole discretion and without notice.
6.8. Assignment. You may not transfer or assign (by operation of law or otherwise) these Terms or your Loop Account or any of your rights or obligations under these Terms without Loop’s prior express written consent. If you wish to make such a transfer or assignment, or the ownership of Company is changing, you must give us prior written notice. If we consent to such a transfer or assignment, the assignee or successor must assume all of Company’s rights, obligations, and liabilities under these Terms and your relationship with Loop and will be bound by these Terms. Loop may assign, pledge, or otherwise transfer these Terms or any of its rights and powers under these Terms without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in these Terms instead of Loop.
6.9. Entire Agreement. These Terms, including any terms, agreements or policies incorporated by reference, constitutes the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in these Terms will be binding unless in writing and signed by Company and Loop.
6.10. Force Majeure. A party will be excused from performance under these Terms if such non-performance arises from causes beyond its reasonable control and without its fault or negligence. Such causes may include: (a) catastrophic natural events such as earthquakes, tornadoes or unusually severe weather conditions; (b) pandemics; (c) breakdowns in the normal delivery of public services such as electricity, telecommunications, or transportation; (d) directions of any governmental body acting in its sovereign or regulatory capacity; or (e) any event that would prevent a similarly-situated entity from carrying on its business activities (each a “Force Majeure Event”). The foregoing shall not apply to or excuse a party’s failure to make payments when due or failure to comply with Applicable Law. Such party’s performance will be excused for only so long as such party continues to use commercially reasonable efforts to mitigate the effect and duration of such Force Majeure Event. The parties will promptly resume performance hereunder after the Force Majeure Event has passed; however, if a delay continues for 60 days or more, the party not experiencing the Force Majeure Event may terminate these Terms without penalty upon written notice to the other party; except that termination due to a Force Majeure Event will not extinguish a party’s obligations to make payments when due.
7. Dispute Resolution.
7.1. Arbitration Agreement. You agree to resolve disputes with us by arbitration in Chicago, IL before a single arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The Expedited Procedures of AAA’s Commercial Arbitration Rules will apply for disputes in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where a claim does not exceed $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where we or you agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of New York, exclusive of its conflict or choice of law rules. Nothing in this Section 7 will preclude you or us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the provisions in this paragraph referencing Applicable Law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this arbitration agreement. We or you may commence arbitration by providing to AAA and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested. The existence of a dispute and the observance by the parties of the dispute resolution procedures will not excuse your or us from continuing to perform your or our obligations under these Terms. Nothing in these Terms affects your or our rights to institute proceedings to seek urgent injunctive or declaratory relief in respect of a dispute or any matter arising under these Terms. If any dispute leads to an arbitration or other legal proceeding to resolve such dispute, the prevailing party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded. To the extent permitted by Applicable Law, proceedings and information related to them will be maintained as confidential, including the nature and details of the dispute, evidence produced, testimony given, and the outcome of the dispute, unless such information was already in the public domain or was independently obtained. Company and Loop, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
7.2. ARBITRATION OPT-OUT: YOU MAY OPT OUT OF RESOLVING DISPUTES BY ARBITRATION BY EMAILING US AT CONTACT-US@LOOP.COM WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS AND TELLING US YOU WOULD LIKE TO OPT OUT OF MANDATORY ARBITRATION. YOU MUST INCLUDE YOUR FIRST AND LAST NAME, YOUR MAILING ADDRESS, YOUR EMAIL, AND YOUR MOBILE PHONE NUMBER IN THE EMAIL.
7.3. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED IN THESE TERMS (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY).
8. Defined Terms.
Capitalized terms in these Terms are defined as follows:
“ACH” means the bank transfer payment network managed by members of NACHA.
“Additional Terms” means the Payment Terms, the Quickpay Terms, any additional terms or policies to which we may require you to agree if we release new products, features, integrations, or otherwise to enhance and improve the scope and quality of the Services.
“Administrator” means a Control Person designated by Company to: (a) apply for and use the Services; and (b) onboard Authorized Users to use the Services, and, if necessary, to configure and maintain a Loop Account for such Authorized Users.
“Applicable Law” the California Consumer Privacy Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Virginia Privacy Act, and any future state privacy laws enacted during the Term; and all other foreign, federal, state, and local statutes, laws, ordinances, regulations, rules and any other requirements and guidance of any government agency or instrumentality, as such may be amended, modified or supplemented from time to time that apply to the products, services, and obligations that are the subject of these Terms, and any related judicial and administrative judgments, orders, stipulations, awards, writs, and injunctions.
“Authorized User” means accountants, accounts payable or receivables managers, and all other persons authorized by Company to access Company’s Loop Account and to use the Services.
“Beneficial Owner” means any natural person or legal entity that owns or controls more than 25% of Company’s equity shares or voting stock.
“Beta Services” means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
“Business Day” means any Monday, Tuesday, Wednesday, Thursday, or Friday, but does not include federal holidays.
“Company Data” means all invoices, Company product data, and all other confidential data developed or provided by Company to Loop in connection with the Company’s use of the Services.
“Control Person” means Company’s executive officers, senior managers, or any other individual who otherwise has significant responsibility for the control, management, or direction of Company’s business.
“Funding Account” means a bank account, card account, or source of funds by Company to fund payments made via the Payment Services.
“Intellectual Property” or “IP” means rights in all original, divisional, continuation, continuation-in-part, extensions, foreign applications, utility models and re-issues of patents; patent applications; copyrights, copyright applications and registrations, trade secrets, service marks, trademarks, trademark applications; moral rights and all other proprietary and intellectual property rights.
“Loop IP” means the Loop Platform, the Services, Loop Data, and all other Intellectual Property embodied therein.
“Loop Data” means all data developed or collected by Loop through the development or provision of the Services, or generated or recorded by the Loop Platform, but which does not include Company Data.
“Notice” means any physical or electronic communication, or legal notices related to these Terms that are provided to you, through text or SMS, email, your Loop Account, or by other means.
“Partner” means any Dwolla, Inc., Project Midas dba “Orum”, or any other financial institution or other payment service provider engaged by Company to provide one or more Payment Services.
“Partner Terms” means, where and as applicable, the Dwolla Privacy Policy found here, and any other terms and conditions application to the Payment Services provided by a Partner.
“Payment Services” means the ACH transfer, wire transfer, credit card, RTP, FedNow and any other payment service offered by Loop or provided by a Partner.
“Personal Data” means with the name, contact information, personal address, social security number, date of birth, demographic data, e-mail addresses and associated data, “personal information,” as defined by the California Consumer Privacy Act of 2018, or “personally identifiable information,” “non-public personal information,” “personal data,” “personal information” and any other similar terms defined by applicable data protection laws or regulations, data or information, whether personally identifiable, de-identified, or in aggregate, that is submitted or is provided to or obtained by Loop or its Partners to provide or administer the Services.
“Prohibited Person” means any individual or organization that is subject to sanctions in the United States, identified on any lists maintained by OFAC or the U.S. Department of State, or is subject to any law, regulation, or other list of any government agency that prohibits or limits us from providing the Services to such person or from otherwise conducting business with the person.
“U.S.” means the United States of America and its territories.
Loop Payment Terms
Last Updated: March 19, 2024
These Loop Payment Terms (“Payment Terms”), together with the Loop Platform Services Agreement, which is available at https://loop.com/terms-and-conditions (the “Loop Terms”), set forth the terms under which Loop Inc. will provide the Company with certain Payment Services. Capitalized terms used but not defined in these Payment Terms have the meanings given to them in the Loop Terms or in the Nacha Rules.
By using the Payment Services or by agreeing to the Loop Terms, you are agreeing to the Payment Terms. By agreeing to the Payment Terms, you promise that you have the legal authority to agree these Payment Terms on behalf of the Company, and that you will comply, and will cause your Authorized Users to comply with these Payment Terms. We may update or replace these Payment Terms by posting an updated version to our legal page and your continued use of the Payment Services after we post any updates will serve as your acceptance of any changes to these Payment Terms. Please contact us at contact-us@loop.com if you do not understand any of these Terms.
1. Payment Terms are a Part of and Governed by the Loop Terms
The Loop Terms are incorporated by reference and you acknowledge and agree that the Loop Terms will remain in full force and effect to the extent provided herein. If the Payment Terms conflict with the Loop Terms, the Payment Terms control for the provision Payment Services.
2. Payment Services
On the condition that you comply with the Loop Terms, Payment Terms, and relevant Partner Terms, Loop and its Partners will provide you with the Payment Services to enable the Company to make invoice payments in connection with the Services. In performing the Payment Services, Loop will rely on the information provided by the Administrator or any Authorized Users, and Loop is not responsible or liable for any errors resulting from such reliance.
To provide the Payment Services, the Company must maintain a Funding Account on the Loop Platform and submit sufficient information as determined by Loop and its Partners to enable payments to be made (“Payment Information”). The Administrator or the Authorized User is responsible for ensuring that Payment Information is complete and accurate and for ensuring that all information that the Administrator or the Authorized User provides, submits, or approves is complete and accurate. The Administrator or Authorized User must correct any incorrect Payment Information or provide any missing Payment Information in the manner required by Loop.
Any time that Company submits Payment Information, the Company agrees that (i) that it has informed the recipient of the payment (the “Payee”) that the payment is subject to these Payment Terms; and that (1) the Payee has authorized Loop’s Partners to originate credit transfers to the Payee’s financial institution account, (2) the Payee has authorized Loop to collect and share with its Partners the Payee’s full name, email address, and financial information (“Payee Data”) and that use of Payee Data is subject to the Partner’s Privacy Policy, and (3) the Payee is solely responsible for the accuracy and completeness of Payee Data; (ii) an Administrator or Authorized User approves all Payment Information; (iii) that no Payment Information submitted will result in Payment Orders that would violate orders administered by the Office of Foreign Assets Control; laws, regulations, and orders administered by FinCEN; or any other Applicable Laws; (iv) Company waives and releases any claims against Loop arising out of any errors or omissions in the Payment Information which Company has not corrected or has not requested Loop to correct; and (v) any subsequent request for corrections will be special handling, and Loop may charge additional fees.
3. Payment Orders
Loop will use reasonable efforts to verify that anyone providing an instruction to approve, release, cancel, or amend the Payment Information used to create payment orders (each, a “Payment Order”) to be originated by Company is either an Administrator or Authorized User. Company remains obligated to maintain its Loop Account and Loop Account security as described in the Loop Terms. Loop does not verify or review Payment Orders to detect errors; it is the Company's sole responsibility to verify the accuracy of Payment Orders. Loop has not agreed to any procedure for detecting any such errors. Company will be bound by any Payment Order that Loop receives in compliance with this designated authorization procedure, and Company will indemnify and hold Loop and the other Loop Indemnified Parties harmless from and against any Losses arising from the execution of a Payment Order in good faith and in compliance with such procedures.
The Company agrees that Loop’s Partners handle large numbers of electronic Payment Orders, transactions, and communications (including Payment Orders submitted via Loop), and that the financial institution partners cannot and will not examine any Payment Order or Entry for accuracy as to Payee, amount, or characteristic. When processing and transmitting Payment Orders, our Partners will be deemed to have acted in good faith and to have exercised ordinary care as is acceptable to Company.
If a Payment Order describes the Payee inconsistently by name and account number, payment may be made on the basis of the account number provided by Company even if Company identifies a person different from the named Payee. Company’s obligation to pay the amount of the Payment Order is not excused in such circumstances. Loop may, in its sole discretion, refuse to accept or may return the Payment Order. If a Payment Order describes a financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If a Payment Order identifies a non-existent or unidentifiable person or account as the Payee or the Payee’s account, Company may, in its sole discretion, refuse to accept or may return the Payment Order.
4. Authorization to Debit or Credit Company’s Bank Account
When Company requests to pay an invoice, Company authorizes Loop to initiate debit Entries (as defined below) to the Company’s bank account using the routing number associated with the bank account that Company provides to Loop in such amounts as are necessary to (i) pay the invoice; (ii) pay any debit, correcting, or reversing Entry initiated pursuant to the Payment Terms and the Loop Terms that is later returned to Loop; or (iii) verify the bank account through a test deposit or debit authorization. The Company also authorizes Loop to initiate credit Entries to the bank account if Loop must return Unpaid Invoice Funds to Company. These payment authorizations will remain in full force and effect until Company provides written notice to Loop terminating such authorizations in such time and such manner as to afford Loop and its Partners a reasonable opportunity to act. If the Company terminates such authorizations, Loop may be unable to provide Payment Services to Company.
5. Failed Payments
If Loop cannot successfully make a payment on Company’s behalf to the Payee, and the funds are returned (“Unpaid Invoice Funds”), Loop will notify the Company and provide the Company with the appropriate details related to the Unpaid Invoice Funds. Loop will return the Unpaid Invoice Funds to the Company per Section 4 of these Payment Terms. The Company must contact Payees and/or otherwise resolve the Unpaid Invoice Funds.
6. ACH Origination
The Company has requested that Loop, acting as a Nested Third Party Sender under the Nacha Rules, permit it to initiate credit and debit PPD, CCD, and WEB entries (“Entries”) to Receivers’ accounts using one or more of Loop’s Partners, a Third Party Sender, and its partner financial institutions (each financial institution is an Originating Depository Financial Institution, or “ODFI”). Note that Entries are Payment Orders.
6.1 Rules. Company is the Originator (as defined in the Nacha Rules) for each Entry and agrees to comply with the Nacha Rules, and for credit Entries that are Payment Orders, the UCC, as amended from time to time, and as both are varied by these Payment Terms. The Company acknowledges that it has access to a copy of the Nacha Rules and that it has received a copy, which can be found at Nacha.org. The Company agrees that it will not initiate Entries that violate the laws of the United States, including, but not limited to, (i) orders administered by the Office of Foreign Assets Control; (ii) laws, regulations, and orders administered by FinCEN; and (iii) any state laws, regulations, or orders applicable to providers of ACH payment services. Without limiting Loop’s rights to terminate or suspend a Company’s Loop Account, Loop may also terminate or suspend Company’s ability to initiate Entries via Loop for violating the Nacha Rules, these Payment Terms and/or applicable law, including if a Partner or the ODFI requires the Company’s suspension or termination, or if the Company exceeds an acceptable limit in returns.
6.2 Transmitting Entries. The Company authorizes Loop to transmit all Entries Loop receives from the Company to our Partner per these Payment Terms and to credit or debit such Entries to the specified accounts. Loop will process the Payment Information and Entries per the Partner’s processing schedule with its financial institutions, on the condition that (i) Loop receives the Payment Information no later than the applicable cut-off time for Payment Information on a business day; and (ii) the ACH network is open for business on that business day. If Loop receives Payment Information after the applicable cut-off time for receiving Payment Information on a given business day, or if Loop receives the Payment Information on a non-business day, Loop will not be responsible for any failure to process the Payment Information that day. If the Company does not satisfy any of the requirements of clauses (i) or (ii) of this paragraph, Loop will use reasonable efforts to process the Payment Information and transmit the Entries with the next regularly scheduled file that Loop creates (which will only happen on days when the ACH network is open for business). The total dollar amount of entries that Company transmits to Loop on any one day will not exceed the maximum exposure limit established by Loop, the Partner, or the Partner’s financial institution partners.
6.3 Representations and Warranties. Company acknowledges the Nacha Rules require Loop, as a Third-Party Sender, to make certain warranties regarding each Entry on the Originator’s behalf. Therefore, when Company uses Loop to initiate ACH transactions with its customers, Company warrants that: (a) it has all necessary authorizations and approvals from its customers for Loop to transmit via the Partner an ACH network debit or credit transaction; and (b) the information Company provides Loop about each ACH network transaction is accurate, timely, and complete. The Company further warrants that any ACH network debit transaction that it initiates satisfies an obligation or corrects an error. Loop is not liable for any return, reversal, or other failure (or any related costs) arising from Company’s acts and omissions, including Company’s failure to obtain its customer’s authorization for an ACH network transaction. Company also acknowledges that under the Nacha Rules, Company is required to indemnify certain persons, including, without limitation, the ODFI, for the Originator’s failure to perform its obligations.
6.4 Rejection. Using its Loop Account, Company can enter the Payment Information and approve and submit it to Loop for creating, formatting, and transmitting Entries per the Nacha Rules and the UCC. Loop, however, is not obligated to accept Entries and may reject any Payment Information or Entry that does not comply with the requirements in these Payment Terms, the Nacha Rules, the UCC, or if the Company is otherwise not in compliance with these Payment Terms. If any Payment Information or Entry is rejected, Loop will make a reasonable effort to promptly notify Company to allow the Company to correct the Payment Information or request that Loop correct the Entry and resubmit it. A notice of rejection of Payment Information or an Entry (each, a “Rejection Notice”) will be effective when given to the Company; Loop may deliver a Rejection Notice via any means, including email or to the Company’s Account. Loop will have no liability to Company for (i) rejecting any Payment Information or Entry or any Losses directly or indirectly arising therefrom; or (ii) any delay in providing, or failing to provide, Company with a Rejection Notice, or any Losses arising directly or indirectly therefrom. If Company requests that Loop, instead of Company, correct Payment Information or any Entries, Loop may attempt to do so on the condition that Loop (i) is not required to make any requested correction, and (ii) is not liable for any Losses or other consequences that may directly or indirectly result from Loop’s attempt to correct, or failure to correct, such Payment Information or Entries.
6.5 Cancellation or Amendment. After the Payment Information has been received by Loop, the Company will not have a right to cancel or amend any Entry. However, Loop will use reasonable efforts to act on any cancellation or amendment requests it receives from the Company. Loop will have no liability if it fails to effect the cancellation or amendment. Company will reimburse Loop for any expenses, losses, fines, penalties, or damages Loop may incur in effecting or attempting to effect such a request.
6.6 Reversals. Upon Company’s request and as permitted by the Nacha Rules, Loop will make a reasonable effort to reverse an Entry, but Loop will have no responsibility for the failure of any other person or entity to honor Company's reversal request. Loop does not and cannot guarantee that the Entry will be reversed. The Company must notify, and if required under the Nacha Rules or the UCC, obtain a Receiver’s consent before attempting to reverse an Entry that was credited to such Payee. The notice to the Receiver must include the reason for the reversal. By initiating a request to reverse an Entry that was credited to a Payee, Company represents and warrants to Loop that it has already obtained the Payee’s consent for the reversal, if such consent is required under the Nacha Rules or the UCC. The Company will reimburse Loop for any expenses, losses, or damages it incurs in effecting or attempting to effect the Company's request for reversal of an Entry.
6.7 Notice of Returned Entries and Notifications of Change. Loop will notify the Company via email or the Company’s account of a return and/or a Notification of Change (“NOC”) entry no later than one business day after the business day on which Loop receives receipt. Loop will have no obligation to re-transmit a returned Entry if Loop complied with these Payment Terms regarding the original Entry. Company will ensure that changes requested by the NOC are made within six (6) banking days of receipt of the NOC information from Loop or prior to initiating another Entry to the Receiver's account, whichever is later.
6.8 Loop’s Responsibilities. Loop will be entitled to rely solely on the information, representations, and warranties provided by Company pursuant to these Payment Terms, and will not be responsible for the accuracy or completeness thereof. Loop will be responsible only for performing the services expressly provided for in these Payment Terms.
6.9 Provisional Credit. The Company acknowledges that the Nacha Rules make provisional any credit given for an Entry until the financial institution crediting the account specified in the Entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party and the Originator of the Entry will not be deemed to have paid the party.
6.10 Payment for Credit Entries and Returned Debit Entries. Company will pay for all credit Entries it issues or that are otherwise made effective against the Company. Company will pay for the amount of each debit Entry returned by a Receiving Depository Financial Institution or for any dishonored debit Entry. Company will make payment to Loop in any manner Loop specifies. If the Company fails to make payment, Loop may refuse to process all Entries. Loop will have no liability to Company or any third party as a result thereof.
6.11 Data Security. Company will comply with any and all data security requirements contained in the Nacha Rules, including without limitation any requirements of Originators to protect account numbers used in the initiation of Entries, which would include, if required, rendering them unreadable when stored electronically.
6.12 International ACH Entries. Company will not initiate any International ACH (“IAT”) Entries without Loop’s prior approval. Loop may, in its sole discretion, temporarily or permanently suspend providing the Payment Services to Company, without liability, if Loop believes that Company has caused or attempted to cause Loop to initiate an IAT Entry.
6.13 Right to Audit. Company agrees to allow Loop, each Partner, or the ODFI to audit the Company’s compliance with these Payment Terms and the Nacha Rules.
6.14 Remaking Entries. Company must retain data on file adequate to permit remaking Entries for seven days following the date of transmittal to Loop and will provide such data to Loop upon request.
6.15 Authorizations and Data Retention. Company must obtain its customer’s authorization to debit or credit their bank account and initiate a transaction over the ACH network. Company must retain any consents and authorizations it captures from its customers for two years after they expire. Upon request, Company will provide a copy of the authorization within five banking days, not to exceed 10 banking days.
7. Fraud.
Company acknowledges and agrees that it is Company’s responsibility to protect itself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as “phishing” and “pharming”). Company agrees to educate Administrators, Authorized Users, agents, and employees as to the risks of such fraud and to train such persons to avoid such risks. If Company receives an e-mail or other electronic communication that Company believes, or has reason to believe, is fraudulent, Company agrees that neither Company nor its Administrators or Authorized Users will respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail. Company agrees that Loop is not responsible for any losses, injuries, or harm incurred by Company as a result of any electronic, e-mail, or Internet fraud.
8. Failing to Act.
Loop, its Partners, and its Partners’ financial institution partners will be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Loop’s, the Partner’s, and its financial institution partners’ control. In addition, Loop will be excused from failing to transmit or delay in transmitting an Entry if, in Loop’s reasonable judgment, doing otherwise would violate any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority.
9. Indemnification; Liability; and Limitations on Liability.
9.1 Indemnification. Company will indemnify Loop and its officers, directors, agents, and employees, from and against any Losses, whether in tort, contract, or otherwise resulting from a Third-Party Claim that results from, arises out of, or is related to, whether directly or indirectly (i) a breach by Company of a warranty made by Loop under the Nacha Rules on behalf of Company or a breach by Company of any warranties made by Company; (ii) persons enforcing their indemnity rights against Loop because of Company’s failure, as an Originator, to perform its obligations under the Nacha Rules; or (iii) any act or omission of the Company or any person acting on the Company’s behalf. Company’s indemnification obligations will not apply if they result from Loop’s own gross negligence or intentional misconduct.
9.2 Responsibility for Fines. The Company will be responsible for any fines or penalties imposed by OFAC, Nacha, or any organization which are incurred because of Company’s non-compliance and the Company agrees to fully reimburse and/or indemnify Loop for such charges or fines.
9.3 Liability and Limitations on Liability. Loop will be liable only for its gross negligence or willful misconduct in performing the services expressly provided for in these Payment Terms. In no event will Loop have any liability for any consequential, special, punitive or indirect loss or damage which the Company may incur or suffer in connection with the Payment Services, whether or not the likelihood of such damages was known or contemplated by Loop and regardless of the legal or equitable theory of liability which Company may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from Loop’s acts or omissions pursuant to these Payment Terms.