Terms and Conditions

These Customer Terms and Conditions (these “Terms”) are published by Loop Payments, Inc., a Delaware corporation with offices located at 222 North LaSalle Street, Suite 1510, Chicago, Illinois 60601 (“Loop”), and govern Customer’s access to and use of the Services. These Terms are incorporated into and form part of each Order or other agreement between Loop and Customer that references them. Capitalized terms used but not defined in these Terms have the meanings given to them in the Agreement. By entering into the Agreement or accessing or using the Services, Customer agrees to be bound by these Terms as in effect at the time of such access or use. Loop may update these Terms in accordance with Section 10(n).

1. Access and Use. 

1. Provision of Access. Subject to the terms and conditions of this Agreement, Customer may access and use the Services and the Documentation during the Term, solely for use by Authorized Users and for internal business purposes in accordance with the terms and conditions herein, in each case on a non-exclusive, non-transferable, and non-sublicensable basis. Loop may provide the Services through Loop’s Affiliates or third-parties engaged by Loop. 
2. Documentation License. Subject to the terms and conditions contained in this Agreement, Loop hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
3. Use Restrictions. Customer shall not at any time (and shall not permit any Authorized Users to) directly or indirectly: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, Documentation, or Loop IP to any third-party; (iii) modify, create derivative works from, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) register, attempt to register, or claim ownership in Loop IP or portions of Loop IP; or (vi) 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. Customer shall prevent any unauthorized use of the Services or the Loop IP and will promptly notify Loop in writing of any unauthorized use that comes to Customer’s attention and provide all reasonable cooperation to prevent and terminate such use. 
4. Reservation of Rights. Loop reserves all rights not expressly granted to Customer in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Loop IP.
5. Suspension. Notwithstanding anything to the contrary in this Agreement, Loop may (in its sole discretion and without notice to Customer) temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Loop reasonably determines that (A) Customer’s or any Authorized User’s use of the Loop IP disrupts or poses a security risk to the Loop IP or to any other customer or vendor of Loop; (B) Customer, or any Authorized User, is using the Loop IP for fraudulent or illegal activities; (C) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (D) Loop’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Loop has suspended or terminated Loop’s access to or use of any third-party services or products required to enable Customer to access the Services or Loop to otherwise provide the Services; or (iii) in accordance with Section 3(a)(iv) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Loop shall use commercially reasonable efforts to provide written notice (which may be via email) of any Service Suspension to Customer, to provide updates regarding resumption of access to the Services following any Service Suspension, and to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Loop will have no liability for any damage, liabilities, losses (including any loss of data, profits or any other type of losses of any kind), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 
6. Beta Services. Loop may release Beta Services to test new products, features, and programs, and Loop may make, in its sole discretion, these Beta Services available to Customer to get Customer feedback. Loop may change or discontinue Beta Services at any time. Beta Services are confidential until Loop publicly announces the products, features, or programs, and if Customer uses Beta Services, Customer agrees to keep information about the Beta Services confidential. Any Beta Services are provided to Customer “AS-IS” and without any express or implied warranties of any kind. 
7. Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, Loop may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Loop and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Loop. Customer acknowledges that Loop may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Loop may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. 
8. Factor Relationship Management. Customer can use the Services to manage payments through Customer Partners or to any other third-party financial partners, such as invoice factoring companies. To enable payments to a third-party financial partner, Customer must accurately and completely input the third-party financial partner’s organization data (“Partner Data”) in Customer’s Loop Account or via the Loop API at least five (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 and mailing and billing addresses; (iii) a copy of the Notice of Assignment by the original payee to the third-party financial partner; and (iv) a copy of the Letter of Release from any prior third-party financial partners, if applicable. If Customer has contracted with Loop to input Partner Data and enable payouts to third-party financial partners on Customer’s behalf, Loop will make reasonable efforts to verify that the Letter of Release from a previous third-party financial partner is legitimate by contacting that partner for confirmation. Loop will make commercially reasonable efforts to ensure timely payments to Customer’s third-party financial partners, but Loop is not responsible for losses Customer incurs that result from: (A) errors or omissions in the third-party financial partner information Customer provides to Loop; (B) Customer’s failure to notify Loop in a timely manner that Customer would like Loop to make payments to third-party financial partners through Customer’s Loop Account; (C) Loop’s failure to timely configure a payment to a third-party financial partner; (D) the failure of a Customer Partner to process a payment to a third-party financial partner by the invoice due date; or (E) any other reason beyond the reasonable control of Loop. 

2. Customer Responsibilities.

1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer and its Authorized Users, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for (i) all acts and omissions of Authorized Users, including but not limited to, any actions or failure to act on the part of Administrators or Authorized Users to comply with applicable laws, access or monitor Customer’s Loop Account, initiate payments, or any other action taken by an Administrator or Authorized User on Customer’s behalf, (ii) any act or omission by an Authorized User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer, (iii) obtaining appropriate consents and authorization to provide the Personal Data of Beneficial Owners, Control Persons, and Authorized Users to Loop, and ensuring that such persons are aware of and have reviewed the Loop Privacy Policy available at https://www.loop.com/legal/privacy-policy and understand how Loop processes their Personal Data. Each Authorized User must have its own unique account on the Services and Authorized Users may not share their account credentials with one another or any third party. Through functionality provided through the Services, Customer Administrators may: (a) add, remove, or manage additional Administrators or Authorized Users; (b) view reports; or (c) perform other tasks on Customer’s behalf. Administrators are responsible for monitoring Customer’s Loop Account activity.  
2. Third-Party Products. Loop may from time to time make Third-Party Products available to Customer, allow for certain Third-Party Products to be integrated with the Services to, among other things, allow for the transmission of Customer Data from such Third-Party Products into the Services, and/or configure the Services to be compatible with Third-Party Products that enable Loop to provide the Services. For purposes of the Agreement, such Third-Party Products are subject to their own terms and conditions and any applicable flow-through provisions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. Loop is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers, including but not limited to the accuracy or completeness of any Customer Data or other information provided from Third-Party Products. By authorizing Loop to transmit Customer Data from Third-Party Products into the Services, Customer represents and warrants to Loop that it has all right, power, and authority to provide such authorization. To the extent applicable, Customer agrees that Loop and providers of certain Third-Party Products utilized by Loop to assist Loop in providing the Services shall have the right to use, modify, reproduce, distribute, display and disclose Customer Interface Elements and Customer Data solely to the extent necessary to provide the Services.
3. Customer Representations and Warranties. By entering into this Agreement, applying for a Loop Account or by otherwise accessing and using the Services, Customer represents and warrants to Loop that: (a) Customer is a legal entity in good standing in the state of Customer’s formation and all jurisdictions in which it conducts business; (b) neither Customer nor any of Customer’s Control Persons is a Prohibited Person; (c) Customer has not previously been suspended from or removed from using the Services; (d) all information Customer provided to Loop is current and is, and will remain, accurate, and complete; and (e) Customer has reviewed the Agreement and all terms incorporated by reference and the obligations set forth in the Agreement are Customer’s legal, valid, and binding obligations, and enforceable against Customer in accordance with the Agreement and applicable law.
4. Prohibited Activities. Customer may not use Customer’s Loop Account or the Services for: (i) any purpose that is illegal, unlawful or prohibited by these Terms, the Agreement; (ii) transactions involving any 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; (iii) any third parties other than Customer; or (iv) any purpose not related to the Customer’s business. Loop may limit Customer’s use of certain Services or require that Customer provide additional information to open or maintain Customer’s Loop Account if Loop suspects Customer is or may be engaged in any prohibited activities.
5. Direction of Client. Loop performs the Services under the direction and for the benefit of Customer. Customer shall be responsible for the selection of third parties with whom Loop will process payments and for complying with the applicable law governing international trade, including the laws and regulations related to economic sanctions, export controls, and anti-money laundering.
6. Additional Services.
   
   1. Professional Services. Loop will perform Professional Services as described in an Order or Statement of Work. Customer will provide Loop all reasonable cooperation required for Loop to perform the Professional Services, including without limitation timely access to any reasonably required Customer materials, information, or personnel. Subject to any limitations identified in an Order or Statement of Work, Customer will reimburse Loop’s reasonable travel and lodging expenses incurred in providing Professional Services. To the extent the Professional Services result in any software code or other work product of any kind (“Work Product”), all such Work Product will remain owned solely and exclusively by Loop and may be used by Customer solely in connection with Customer’s authorized use of the Services under this Agreement. 
   2. Add-On Services. Loop may perform Add-On Services in addition to the Professional Services. Certain Add-On Services are subject to additional terms provided in addenda or otherwise made available to Customer and incorporated into the Agreement by reference. In the event of a conflict between the terms in the body of this Agreement and an addendum, the terms of the addendum shall control. 

3. Fees and Payment. 

1. Fees. Customer shall pay Loop the fees (“Fees”) as set forth in the Order without offset or deduction. Customer shall make all payments hereunder in US dollars within thirty (30) days of receipt of invoice. If Customer fails to make any payment when due, without limiting Loop’s other rights and remedies: (i) Loop may charge Customer interest on the past due amount for Fees not paid within sixty (60) days of receipt of such invoice at the rate of one and one-half percent (1.5%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) the late fee identified in the Agreement (if any); (iii) Customer shall reimburse Loop for all reasonable costs incurred by Loop in collecting any late payments or interest, including attorneys’ fees, expert fees, professional advisor fees, court costs, and collection agency fees; and (iv) if such failure continues for forty-five (45) days or more, Loop may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
2.  Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Customer 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 Customer hereunder, other than any taxes imposed on Loop’s income.

4. 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, proprietary information, or any information not generally available to the public, whether directly or indirectly, orally or in written, electronic, or other form or media, or otherwise overheard or observed by inspection of tangible objects, whether or not marked, designated, or otherwise identified as “confidential”, “proprietary” or with some similar designation and shall include information relating to Loop’s financial data, employee information, coding rules, process controls and procedures, software, and related technology used by Loop to provide the Services under the Agreement, audit results, and passwords (collectively, “Confidential Information”). Confidential Information includes information that by its very nature would reasonably be expected to be considered confidential by the disclosing Party. 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, as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party, as shown by the receiving Party’s files and records immediately prior to the time of disclosure; or (d) independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession. During the Term of the Agreement and for a period of three (3) years after termination or expiration, the receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors, representatives or agents (including parent corporations, subsidiaries or affiliates), who (a) have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder, and (b) are bound by terms of confidentiality no less restrictive than those set forth herein, and each Party remains responsible for any disclosure by such individuals. Notwithstanding the foregoing, receiving 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 receiving Party making the disclosure pursuant to the order shall, to the extent not legally prohibited, first have given written notice to the other Party. The receiving Party shall reasonably cooperate, to the extent practicable, with the disclosing Party, at the disclosing Party’s expense, in order to avoid or minimize such disclosure and/or obtain confidential treatment thereof or other protective order; and (ii) any such disclosure shall be limited to that portion of the Confidential Information that, in the opinion of counsel for receiving Party, is required to be disclosed. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies, except for copies electronically archived in accordance with automated security and/or business recovery procedures (which will nonetheless remain subject to the terms of confidentiality), and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Notwithstanding the preceding, Loop may provide Customer Data and Aggregated Statistics to its contractors who are under similar obligations of confidentiality, and who agree to use such information only for the purpose of performing the Services. Subject to Loop’s obligations to certain carriers, Customer hereby permits Loop to include all or some of Customer’s rate and shipment data in the Aggregated Statistics data which Loop uses to provide Services to Customer and to third parties, provided the Aggregated Statistics shall be anonymized with respect to Loop’s customers and their customers.

5. Intellectual Property Ownership; Feedback.

5. Loop IP. As between Customer and Loop, Loop owns all right, title, and interest, including all intellectual property rights, in and to the Loop IP and, with respect to Third-Party Products, the applicable third-party provider owns all right, title, and interest, including all intellectual property rights, in and to Third-Party Products. 
6. Customer Data. As between Loop and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Loop a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Loop to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer grants Loop a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Customer Data for the purposes identified in these Terms.
7. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Loop by mail, email, telephone, verbally, or otherwise, suggesting or recommending changes to the Loop IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Loop is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. 

6. Limited Warranty and Warranty Disclaimer. 

5. Limited Warranty for Overpayments and Payment Errors. Loop does not represent that the Services will be error free. In the event of an overpayment or payment error, Loop will work with the Customer and the carrier to obtain a refund or credit for the Customer for such overpayment which may include filing a claim for the refund of the overpayment. Under no circumstance shall Loop be liable for the amount of the overpayment or error, or for the cost of recovering such overpayment or error beyond Loop’s own costs. The foregoing shall be Customer’s sole and exclusive remedy for an overpayment or payment error and shall be available only if Loop is notified in writing within ninety (90) days of the completion of the applicable Service. THE FOREGOING WARRANTY DOES NOT APPLY, AND LOOP STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
6. Warranty Disclaimer. ALL LOOP IP IS PROVIDED “AS IS” AND ON AN “AS-AVAILABLE BASIS” AND LOOP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LOOP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE OR ANY OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING CUSTOMER’S LOOP ACCOUNT AND CUSTOMER’S USE OF THE SERVICES. LOOP MAKES NO WARRANTY OF ANY KIND THAT THE LOOP IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, THE INFORMATION CUSTOMER SEES IN CUSTOMER’S LOOP ACCOUNT IS ACCURATE OR UP TO DATE, THE SERVICES WILL MEET CUSTOMER’S PARTICULAR NEEDS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE. LOOP IS NOT OBLIGATED TO CORRECT ANY DEFECTS IN THE SERVICES, EVEN IF CUSTOMER REPORTS THEM TO LOOP.

7. Indemnification. 

5. Loop Indemnification. 
   
   1. Loop shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees), expenses, fines, penalties, or damages (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Loop in writing of such Third-Party Claim, cooperates with Loop, and allows Loop sole authority to control the defense and settlement of such Third-Party Claim. 
   2. If a Third Party-Claim is made or appears possible, Customer agrees to permit Loop, at Loop’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Loop determines that neither alternative is reasonably available, Loop may terminate the Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. 
   3. This Section 7(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Loop or authorized by Loop in writing; (B) modifications to the Services not made by Loop; (C) Customer Data; (D) Third-Party Products; or (E) Customer’s acts or omissions.
6. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Loop’s option, defend Loop (and its owners, officers, managers, employees, contractors and agents) (collectively, the “Loop Indemnified Parties”) from and against any Losses resulting from Customer’s: (i) negligence or willful misconduct; (ii) breach of the Agreement; (iii) use of the Services (including any Payment Services to the extent applicable) in a manner not authorized by the Agreement (including the Payment Services Terms to the extent applicable); (iv) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Loop or authorized by Loop in writing; (v) modifications to the Services not made by Loop; (vi) misuse of the Services; (vii) any unauthorized activity; (viii) fines or penalties imposed by OFAC, Nacha, or any other organization which are incurred because of Customer’s non-compliance; (ix) breach by Customer of a warranty made by Loop under the Nacha Rules on behalf of Customer or a breach by Customer of any warranties made by Customer; (x) persons enforcing their indemnity rights against Loop because of Customer’s failure, as an Originator, to perform its obligations under the Nacha Rules; or (xi) any act or omissions. Customer may not settle any Third-Party Claim against Loop unless Loop consents in writing to such settlement, and further provided that Loop will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 
7. Sole Remedy. THIS SECTION 7 SETS FORTH CUSTOMER’S SOLE REMEDIES AND LOOP’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 

8. Limitations of Liability.

IN NO EVENT WILL LOOP (OR ANY OF ITS OWNERS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES) BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR THESE TERMS TO CUSTOMER OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE UNDER ANY LEGAL THEORY, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, LOSS OF USE; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE BY CUSTOMER OR ANY THIRD-PARTY, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF LEGAL THEORY OR WHETHER LOOP WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. FOR CLARITY, IN NO EVENT WILL LOOP OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY THIRD-PARTY REGARDLESS OF THE LEGAL THEORY (WHETHER IN AN ACTION IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR ANY OTHER THEORY) OR OTHER DAMAGES ARISING OUT OF: (A) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES OR LOOP IP; (B) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE DESCRIBED OR PROVIDED TO CUSTOMER OR ANY THIRD-PARTY; (C) UNAUTHORIZED ACCESS TO CUSTOMER’S LOOP ACCOUNT, CUSTOMER’S SYSTEMS, OR CUSTOMER DATA; OR (D) ANY OTHER MATTER RELATING TO THE SERVICES DESCRIBED OR PROVIDED TO CUSTOMER, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF CUSTOMER IS DISSATISFIED WITH THE SERVICES OR WITH THE AGREEMENT (INCLUDING THESE TERMS, ADDITIONAL TERMS OR ANY PAYMENT SERVICES TERMS), CUSTOMER’S 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, MANAGERS, DIRECTORS, OFFICERS, REPRESENTATIVES, CONTRACTORS AND AGENTS, IN THOSE STATES IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL LOOP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, THESE TERMS, ADDITIONAL TERMS OR PAYMENT SERVICES TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LOOP UNDER THE AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Term and Termination.

5. Term. The Term is identified in the Order.
6. Termination. In addition to any other express termination right set forth in this Agreement:
   
   1. Loop may terminate the Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than forty-five (45) days after Loop’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 1(c) or 4;
   2. either Party may terminate the Agreement, effective on written notice to the other Party, if the other Party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
   3. Loop may terminate the Agreement at any time if directed to do so by a Customer Partner, if Loop determines in its sole discretion that continuing to provide the Services poses an unacceptable risk to Loop, Customer Partners, users, Loop’s contractors, or any third parties, or for any other reason in Loop’s sole discretion without prior notice to Customer.
   4. either Party may terminate the Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law (which, if involuntary, is not dismissed within sixty (60) days); (C) makes or seeks to make a general assignment for the benefit of its creditors; (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (E) the other Party ceases to do business (in whole or in part).
7. Effect of Expiration or Termination. Upon expiration or earlier termination of the Agreement, Customer shall immediately discontinue use of the Loop IP and, without limiting Customer’s obligations under Section 4, Customer shall delete, destroy, or return all copies of the Loop IP and certify in writing to Loop that the Loop IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination (and Customer’s obligation to pay such Fees survives expiration or termination of the Agreement) or entitle Customer to any refund. Upon the commencement of each month following Customer’s notice of termination until the effective date of termination, Customer shall be billed the greater of: (i) the actual Fees incurred, and (ii) a flat monthly processing Fee equal to the average monthly Fees invoiced over the twelve (12) month period immediately preceding the notice of termination. 
8. Survival. 1(g), 3, 4, 5, 6(b), 7, 10, and 11 survive any termination or expiration of the Agreement. No other provisions of the Agreement survive the expiration or earlier termination of the Agreement.

10. Miscellaneous. 

5. Entire Agreement. This Agreement, together with the Payment Services Terms (to the extent applicable), and any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of the Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. 
6. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties to Loop at the address set forth below and to Customer as identified in the Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. For Notice to Loop: Attn: President, 222 North LaSalle, Suite 1510, Chicago, Illinois 60601. 
7. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, insurrections, natural disasters, pandemic, epidemic, cyber-attack, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. 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 sixty (60) days or more, the Party not experiencing the force majeure event may terminate the Agreement without penalty upon written notice to the other party; except that termination due to a force majeure event will not extinguish Customer’s obligations to make payments when due.
8. References to the Agreement; Order of Precedence. References to the Agreement include any Additional Terms and Payment Services Terms. In the event of any inconsistency between the statements made in the Agreement, and any Order, Additional Terms, or Payment Services Terms, the following order of precedence governs: (i) the Order; (ii) the Additional Terms; (iii) Payment Services Terms; and (iv) the remainder of the Agreement.
9. Amendment and Modification; Waiver. Except as set forth herein, no amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 
10. Severability. If any provision of the Agreement or other document referenced herein is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or other document referenced herein or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the affected term or other provision or such other document so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
11. Governing Law; Submission to Jurisdiction. The Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to the Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the County of New Castle, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The UN Convention on Contracts for the International Sale of Goods (CISG) is hereby excluded. 
12. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Loop. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. The Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
13. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US. 
14. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
15. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 4 or, in the case of Customer, Section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 
16. Independent Contractors. In performing their respective duties and obligations under the Agreement, the Parties are independent contractors. The Parties will not be deemed to be joint venturers, partners or employees of each other. 
17. Consent to Electronic Signature and Notices. Customer agrees that submitting Customer’s application to Loop for a Loop Account and indicating consent to the Agreement constitutes Customer’s electronic signature. Customer also agrees that Customer’s electronic consent has and will have the same legal effect as a physical signature. Customer further consents to Loop providing Notices to Customer electronically and Customer understands that this consent has the same legal effect as Customer’s physical signature. Loop will provide Notices regarding certain activity and alerts electronically through Customer’s Loop Account, by email, push notification, or via text or SMS to the contact information provided to Loop by Customer’s Administrators and Authorized Users. Notices regarding payments, legal terms, and any other important Notices related to Customer’s Loop Account will be sent to certain Administrators through Customer Loop Account or email and are considered received twenty-four (24) hours after they are sent. Customer understands that Customer may not use the Services unless Customer consents to receive Notices electronically. Customer may only withdraw consent to receive Notices electronically by closing Customer’s Loop Account. 
18. Changes to these Terms. Loop may update or replace these Terms, the Additional Terms, or the Payment Services Terms, or provide other agreements governing Customer’s use of the Services or Payment Services, by providing written notice to Customer. Each revised document will identify its effective date. Customer’s continued use of the Services after the applicable effective date constitutes Customer’s consent to and acceptance of the applicable revised document, and any interpretation of such document will be based on the then-current version. Any written waiver or modification that Loop provides to Customer, 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 or modification of the Agreement or any part thereof, as each may be amended, for any other prior or future acts, events, or conditions.
19. Changes to the Services. Notwithstanding the detail of the Services in the Agreement, Loop may add or remove Services or modify existing Services at any time. Some of these Services may be subject to Additional Terms. Customer acknowledges and understands that to use certain Services, Customer must agree to any Additional Terms, which will be incorporated by reference and form a part of the Agreement. Loop does not guarantee that each of the Services will always be offered to Customer, that they will be available to Customer, or that Customer 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.
20. Counterparts. The Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

11. Definitions.

5. “ACH” means Automated Clearing House, the bank transfer payment network managed by members of Nacha.
6. “Additional Terms” means any additional terms or policies to which Loop may require Customer to agree if Loop releases new products, features, integrations, or otherwise to enhance and improve the scope and quality of the Services.
7. “Administrator” means a Control Person designated by Customer to onboard Authorized Users to use the Services, and, if necessary, to configure and maintain a Loop Account for such Authorized Users.
8. “Affiliate” means an entity controlling, controlled by, or under common control with a Party. 
9. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Loop in an aggregate and anonymized manner, including without limitation, statistical and performance information related to the provision and operation of the Services, Customer’s rate and shipment data.
10. “Agreement” means the Agreement entered into between Customer and Loop detailing the Services, which incorporates these Customer Terms and Conditions, any Additional Terms, and the Payment Services Terms (to the extent applicable).
11. “Authorized User” means Customer’s employees who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to the Agreement. 
12. “Beneficial Owner” means any natural person or legal entity that owns or controls more than 25% of Customer’s equity shares or voting stock.
13. “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 in Loop’s discretion.
14. “Business Day” means any Monday, Tuesday, Wednesday, Thursday, or Friday in Chicago, Illinois, but does not include federal or bank holidays.
15. “Control Person” means Customer’s executive officers, senior managers, or any other individual who otherwise has significant responsibility for the control, management, or direction of Customer’s business.
16. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. 
17. “Customer Partner” means any financial institution or other payment service provider engaged directly by Customer, and not Loop, to provide one or more Payment Services.
18. “Documentation” means Loop’s user manuals, handbooks, and guides relating to the Loop Services or Payment Services provided by Loop directly or indirectly to Customer or its staff either electronically or in hard copy form/end user documentation relating to the Services available.
19. “Funding Account” means a bank account, card account, or other source of funds maintained by Customer to fund payments made through the Payment Services, including any funds held in such account.
20. “Loop Account” means Customer’s account on the Services.
21. “Loop IP” means the Services, Beta Services, the Documentation, Feedback, and any and all intellectual property provided to or otherwise made available to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Loop IP includes Aggregated Statistics and any information, data, or other content derived from Loop’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
22. “Loop Platform” means Loop’s website located at https://www.loop.com, together with the related software, applications, Documentation, and other resources through which Loop provides the Services.
23. “Notice” means any physical or electronic communication, or legal notices related to the Agreement that are provided to Customer, through text or SMS, email, Customer’s Loop Account, or by other means.
24. “Order” means: (i) a purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Services through Loop’s online ordering process, the results of such online ordering process.
25. “Payment Services Terms” means, where and as applicable, the Loop Payment Services Terms published at https://www.loop.com/legal/terms-and-conditions under the heading “Loop Payment Services Terms,” as updated in accordance with Section 10(n), and any terms required by Customer Partners.
26. “Payment Services” means the payment service of paying Customer carrier shipping bills via ACH transfer, wire transfer, paper check, credit card and any other payment service offered by Loop.
27. “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 to provide or administer the Services.
28. “Prohibited Persons” means an 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 Loop from providing the Services to such person or from otherwise conducting business with the person.
29. “Services” means Loop’s proprietary software-as-a-service offering, professional services and consulting and Payment Services described in the Agreement, in each case as made available to Authorized Users from time to time. 
30. “Third-Party Products” means any third-party products provided with or incorporated into the Services.

Loop Payment Service Terms

These Loop Payment Services Terms (“Payment Services Terms”) are published by Loop Payments, Inc., a Delaware corporation with offices located at 222 North LaSalle Street, Suite 1510, Chicago, Illinois 60601 (“Loop”), and govern Customer’s use of the Payment Services. These Payment Services Terms supplement and form part of the Agreement between Loop and Customer. Capitalized terms used but not defined in these Payment Services Terms have the meanings given to them in the Agreement. By electing to receive or using the Payment Services, Customer agrees to be bound by these Payment Services Terms as in effect at the time of such use.

Except as set forth herein, all terms and provisions of the Agreement shall remain in full force and effect, and these Payment Services Terms shall be interpreted as supplementary to the Agreement. To the extent these Payment Services Terms conflict with the Agreement, these Payment Services Terms shall control.

These Payment Services Terms apply to the provision of Payment Services to the extent Customer elects to receive Payment Services in an Order or uses the Payment Services. 

1. Payment Services

Subject to Customer’s compliance with the terms of the Agreement and this Addendum, Loop will provide Customer with the Payment Services to enable Customer to make payments of its carrier shipping bills and other vendor invoices in connection with the Services. In performing the Payment Services, Loop will rely on the information provided by Customer, and Loop is not responsible or liable for any errors resulting from such reliance.

To provide the Payment Services, Customer must maintain a Funding Account on the Loop Platform and submit sufficient information as determined by Loop or any Customer Partners to enable payments to be made (“Payment Information”). Customer must ensure that Payment Information, and any other information Customer provides, submits, or approves, is complete and accurate. Customer must correct any incorrect Payment Information or provide any missing Payment Information in the manner required by Loop. 

Each time Customer uses the Payment Services, Customer expressly authorizes Loop and Customer Partners to act on the instructions Loop receives from Customer’s Authorized Users, and any actions Loop takes on Customer’s behalf based on the payment instructions Loop receives from Customer will have the same legal effect as instructions physically signed by Customer. 

Each time Customer submits Payment Information, Customer represents and warrants that: (i) it has informed the recipient of the payment (the “Payee”) that the payment is subject to these Payment Services Terms; and that the Payee (a) has authorized Loop or Loop’s designee or service provider to originate payments to the Payee’s financial institution account, (b) has authorized Loop to collect and share with Customer Partners the Payee’s full name, email address, and financial information (“Payee Data”) and that use of Payee Data is subject to the applicable Customer Partner’s privacy policy and the Loop Privacy Policy available at https://www.loop.com/legal/privacy-policy, and (c) is solely responsible for the accuracy and completeness of Payee Data; (ii) Customer approves all Payment Information; (iii) 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 international, national, state, local or other law (including common law) or statute that applies to a party to these Payment Services Terms or that is in effect in any jurisdiction in which the Payment Services are provided or used (“Applicable Law”); (iv) Customer waives and releases any claims against Loop arising out of any errors or omissions in the Payment Information which Customer has not corrected or has not requested Loop to correct in writing; and (v) any subsequent request for corrections will be special handling, and Loop may charge additional fees. 

2. Loop’s Use of Third Parties

In connection with the Payment Services, Loop acts as a technology servicer and provides Payment Information to certain third parties that assist with the movement of funds. 

3. Payment Orders

Loop will rely on Customer’s instructions to approve, release, cancel, or amend Payment Information used to create payment orders (each, a “Payment Order”). Customer shall designate in each Payment Order, or through other means provided to Customer by Loop, the format to be used to complete each Payment Order. To the extent possible, Loop will execute the Payment Order in accordance with Customer’s instructions and these Payment Services Terms, provided that, if a Payee cannot or will not accept the Payment Order in the manner prescribed by Customer, Loop may execute the Payment Order using any of the methods provided herein. To the extent that the Payment Services are provided through ACH or Wire, the corresponding Schedules below shall apply. Customer must maintain its Loop Account and Loop Account security as described in the Agreement. Loop does not verify or review Payment Orders to detect errors; it is Customer’s sole responsibility to verify the accuracy of Payment Orders. Customer will be bound by any Payment Order that Loop receives, and Customer 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.

4. Customer Funding of Payment Orders or Authorization to Debit or Credit Customer’s Bank Account

In order to pay an invoice from a carrier or other vendor, Customer will fund the Funding Account with at least the Payment Order total, including any bank fees anticipated to be incurred by Loop. Customer authorizes Loop to initiate debit Entries (as defined in the Nacha Rules) to Customer’s bank account using the routing number associated with the bank account that Customer provides to Loop in such amounts as are necessary to: (i) pay the invoice; (ii) pay any debit, correcting, or reversing Entry (as defined below) initiated that is later returned to Loop pursuant to these Payment Services Terms and the Agreement; or (iii) verify the bank account through a test deposit or debit authorization. Customer also authorizes Loop to initiate credit Entries to the bank account if Loop must return Unpaid Invoice Funds (as defined below) to Customer. Such authorizations will remain in full force and effect until Customer provides written notice to Loop and Customer Partners terminating such authorizations in such time and such manner as to afford Loop or any Customer Partners a reasonable opportunity to act. If Customer terminates such authorizations, Loop may be unable to provide Payment Services to Customer and will be excused from the performance of such Payment Services and Customer will not be entitled to any refund of Fees therefor.

For Payment Services provided to pay carriers, Customer shall ensure that the Funding Account has been funded no later than seventy-two (72) hours following the receipt by Customer of the applicable payment file from Loop via the Services. Loop shall initiate payments following Loop’s confirmation that the Funding Account contains good and available funds that are (a) not subject to return and (b) sufficient to make payment in full to the applicable Payee.

For Payment Services provided to pay vendors other than carriers, Loop shall provide Payment Services in its discretion, and Customer acknowledges and agrees that such payments are made without Loop’s verification of any kind, including with respect to (x) the completion of the services by the vendor, (y) the accuracy of the invoiced amount, and (z) whether such amounts have previously been paid by Customer or any third party.

5. Failed Payments and Blocked Payments

If Loop cannot successfully make a payment on Customer’s behalf to the Payee, and the funds are returned (“Unpaid Invoice Funds”), Loop will notify Customer and provide Customer with the appropriate details related to the Unpaid Invoice Funds. Customer must contact the Payees and/or otherwise resolve the Unpaid Invoice Funds.

In addition, Loop reserves the right to block transactions or any other actions Customer authorizes through the Payment Services if: (i) the Services or the Payment Services are not working properly; (ii) Loop or Customer Partners are unable to carry out Customer instructions due to circumstances beyond Loop’s reasonable control (including legal process and other lawful restrictions); (iii) Customer’s instructions are incomplete or inaccurate, or Customer does not follow the procedures in the Agreement or these Payment Services Terms; (iv) Customer’s Loop Account credentials have been reported lost, stolen, or otherwise compromised, if Loop canceled or disabled Customer’s credentials, or if Loop has disabled Customer’s Loop Account; (v) Loop reasonably suspects that Customer or someone else is using or accessing Customer’s Loop Account for fraudulent or illegal purposes; or (vi) Loop determines in its sole discretion that any individual payment is unauthorized. Neither Loop nor its service providers are liable to Customer or to any of Customer’s suppliers, carriers, or vendors for any losses Customer or they incur due to any failure by Customer to pay any amounts Customer owes in a timely manner or in an incorrect amount while using the Payment Services.

6. Fraud.

Customer is solely responsible for protecting itself against third-party fraud, e-mail fraud and other physical and electronic fraud schemes (including, without limitation, fraud commonly referred to as “phishing” and “pharming”). Customer will educate Administrators, Authorized Users, agents, contractors and employees about the risks of such fraud and train such persons to avoid such risks. If Customer receives an e-mail or other electronic communication that Customer believes, or has reason to believe, is fraudulent, neither Customer 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. Customer agrees that Loop is not responsible for any Losses, injuries, or harm (of any kind, financial or otherwise) incurred by Customer as a result of any electronic, e-mail, or Internet fraud.

7. Failing to Act.

Loop, Customer Partners and all financial institution partners will be excused from failing to act or delaying action 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 and its financial institution partners’ control. In addition, Loop will be excused from failing to transmit or delaying transmission of 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.

8. Termination. 

In addition to those rights set forth in the Agreement, Loop may suspend or terminate Customer’s access to the Payment Services if Customer breaches its obligations under these Payment Services Terms, including but not limited to its obligations set forth in the Schedules below. 

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Schedule 1

Payment Services Methods – ACH Origination

In connection with the Payment Services, Customer may request that Loop, acting as a Nested Third Party Sender (“Third Party Sender”) under the rules applicable to ACH transactions (the “Nacha Rules”), permit Customer to initiate credit ACH entries (“Entries”) to Payees’ accounts using one or more partner financial institutions. Each such financial institution is an Originating Depository Financial Institution (“ODFI”). For purposes of executing Payment Orders via ACH pursuant to this Schedule 1, an Entry is a Payment Order.

Terms not otherwise defined in this Schedule 1 shall have the meaning ascribed to those terms in the Nacha Rules. The duties of Customer set forth in the following paragraphs of this Schedule in no way limit the requirement for Customer to comply with the Nacha Rules. To the extent this Schedule conflicts or is inconsistent with the Agreement or these Payment Services Terms, this Schedule shall control.

1. Rules. Customer is the Originator 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. Customer acknowledges that it has access to or has a copy of the Nacha Rules (available at https://www.nacha.org). Customer represents and warrants that it will not initiate Entries that violate Applicable Law, 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 Customer’s Loop Account, Loop may also terminate or suspend Customer’s ability to initiate Entries via Loop for violating the Nacha Rules, the Agreement, these Payment Services Terms and/or Applicable Law, including if an ODFI requires Customer’s suspension or termination, if Customer exceeds an acceptable limit in returns, or in other circumstances in which Loop determines it is necessary to do so. Customer is responsible for any fines or penalties incurred as a result of any non-compliance by Customer as the Originator. 
2. Transmitting Entries. Using its Loop Account, Customer 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. Customer authorizes Loop to transmit all Entries Loop receives from Customer and any Authorized Users pursuant to these Payment Services Terms and to credit or debit such Entries to the specified accounts. Loop is entitled to rely upon Payment Information and Entries received from Customer or its Authorized Users. Loop will process the Payment Information and Entries pursuant to the processing schedule identified by financial institutions. Customer must provide Loop and Customer Partners with such Payment Information sufficiently in advance and Loop will not be responsible for any failure to process the Payment Information on any specific day. Loop will use reasonable efforts to process Payment Information and transmit 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 Customer transmits to Loop on any one day will not exceed the maximum exposure limit established by Loop or Customer Partners. Customer may not reinitiate Entries except as prescribed by the Nacha Rules.

3. Representations and Warranties. The Nacha Rules require Loop, as a Third Party Sender, to make certain warranties regarding each Entry on the Originator’s behalf. Therefore, when Customer uses Loop to initiate ACH transactions with Payees and for each Entry, Customer represents and warrants that: (i) Customer has all necessary and current authorizations and approvals from its Payees for Loop to transmit an ACH network debit or credit transaction; (ii) the information Customer provides Loop about each ACH network transaction is accurate, timely, and complete; and (iii) 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 Customer’s acts and omissions, including Customer’s failure to obtain its Payee’s authorization for an ACH network transaction. Customer agrees to indemnify and hold Loop and the other Loop Indemnified Parties harmless from and against any Losses for (i) any breach of the foregoing representations and warranties and (ii) any act or omission of Customer or any other person acting on Customer’s behalf.  Customer also acknowledges that under the Nacha Rules, Customer is required to indemnify certain persons, including, without limitation, the ODFI, for the Originator’s failure to perform its obligations.

4. Rejection. Customer agrees that Loop is not obligated to accept Entries and may reject any Payment Information or any Entry that does not comply with these Payment Services Terms, the Nacha Rules, or the UCC, or if Customer is otherwise not in compliance with any of the foregoing. If any Payment Information or Entry is rejected, Loop has no obligation to notify Customer to allow Customer to correct the Payment Information or request that Loop correct the Entry and resubmit it, but may do so at its option. A notice of rejection of Payment Information or an Entry (each, a “Rejection Notice”) will be effective when delivered. Loop may deliver a Rejection Notice via any means, including email or Customer’s Loop Account. Loop is not liable to Customer 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, Customer with a Rejection Notice, or any Losses arising directly or indirectly therefrom. If Customer requests that Loop, instead of Customer, correct Payment Information or any Entries, Loop may attempt to do so provided that Loop is not: (i) required to make any requested correction, or (ii) 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. Customer agrees to indemnify and hold Loop and the other Loop Indemnified Parties harmless from and against any Losses they incur in effecting or attempting to effect such a request under this Section 4.

5. Cancellation or Amendment. After Payment Information has been received by Loop, Customer will not have a right to cancel or amend any related Entry. However, Loop may, at its option, accept cancellation or amendment requests it receives from Customer. Loop will have no liability if it fails to effect the cancellation or amendment. Customer shall notify the Payee and, if required under the Nacha Rules or the UCC, obtain the Payee’s consent prior to attempting to reverse an Entry initiated to correct any Entry. The notification to the Payee must include the reason for the reversal and be made no later than the Settlement Date of the reversing Entry. Customer agrees to indemnify and hold Loop and the other Loop Indemnified Parties harmless from and against any Losses they incur in effecting or attempting to effect such a request under this Section 5.

6. Reversals. Upon Customer’s request and to the extent permitted by the Nacha Rules, Loop will make a reasonable effort to reverse an Entry, but Loop does not and cannot guarantee that the Entry will be reversed. The Customer must notify, and if required under the Nacha Rules or the UCC, obtain a Payee’s consent before attempting to reverse an Entry that was credited to such Payee. The notice must include the reason for the reversal and must be made no later than the Settlement Date. By initiating a request to reverse an Entry that was credited to a Payee, Customer 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. Under no circumstances shall Loop be liable for any Losses if the requested reversal of an Entry is not effected. The Customer will reimburse Loop for any expenses, losses, or damages it incurs in effecting or attempting to effect Customer's request for reversal of an Entry.

7. Notice of Returned Entries and Notifications of Change. Loop will notify Customer via email or Customer’s Loop Account of a return and/or a Notification of Change (“NOC”) entry no later than one (1) Business Day after the Business Day on which Loop receives the return or NOC. Loop will have no obligation to re-transmit a returned Entry if Loop complied with these Payment Services Terms regarding the original Entry. Customer will ensure that changes requested by the NOC are made within six (6) Business Days of receipt of the NOC information from Loop or prior to initiating another Entry to the Payee’s account, whichever is later.

8. Duty to Review. All Entries will be reflected in Customer’s Funding Account. Customer will monitor its Funding Account balances and charges, promptly notify Loop if there are any conflicts with such balances or charges, and refrain from acting on information it has reason to believe is erroneous. In addition to any other limitations to Loop’s liability, if Customer fails to notify Loop of any discrepancy as described herein within thirty (30) days, Customer agrees that Loop shall not be liable for any losses resulting from Customer’s failure to give such notice or any loss of interest with respect to a funds transfer that is or should have been shown on the Funding Account. 

9. Loop’s Responsibilities. Loop will be entitled to rely solely on the information, representations, and warranties provided by Customer pursuant to these Payment Services Terms, and will not be responsible for the accuracy or completeness thereof. Loop has no obligation to discover and shall not be liable to Customer for errors made by Customer or its Authorized Users and will be responsible only for performing the Payment Services expressly provided for in these Payment Services Terms. In the event that Customer makes an error, Customer shall indemnify and hold Loop and the other Loop Indemnified Parties harmless from and against any Losses incurred by Loop as a result of the error. 

10. Provisional Credit. Customer 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.

11. Payment for Credit Entries and Returned Debit Entries. Customer will pay for all credit Entries it issues or that are otherwise made effective against Customer. Customer will pay for the amount of each debit Entry returned by a Receiving Depository Financial Institution or for any dishonored debit Entry. Customer will make payment to Loop in any manner Loop specifies. If Customer fails to make payment, Loop may refuse to process all Entries. Loop will have no liability to Customer or any third party as a result thereof.

12. Inconsistency of Name and Account Number. Customer acknowledges and agrees that if an Entry describes the Payee inconsistently by name and account number, payment of the Entry may be made on the basis of the account number supplied by Customer, even if it identifies a person different from the named Payee. Customer is liable for any Entry initiated by Customer that identifies the Payee by account or identifying number or by name and account and identifying number. 

13. Data Security. Customer will comply with all data security requirements imposed by the Agreement, these Payment Services Terms, and 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. Customer is responsible for maintaining and implementing commercially reasonable policies, procedures, equipment and software and ensuring that all computers, equipment, and communication systems used to submit Payment Information and Entries are secured against unauthorized access. Customer warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of any security procedures, passwords, codes, and security devices used to access the Funding Account, submit Payment Information, or initiate Entries. If Customer believes that any such information has been accessed by an unauthorized individual, Customer will notify Loop immediately, followed by written confirmation. Such notice will not affect any ACH transfers made by Loop in good faith prior to the notification. 

14. International ACH Entries. Customer will not initiate any International ACH (“IAT”) Entries without Loop’s prior written approval. Loop may, in its sole discretion, temporarily or permanently suspend providing the Payment Services to Customer, without liability, if Loop believes that Customer has caused or attempted to cause Loop to initiate an unauthorized IAT Entry.

15. Right to Audit. Customer agrees to allow Loop, each Customer Partner, and the ODFI to audit Customer’s compliance with these Payment Services Terms and the Nacha Rules.

16. Remaking Entries. Customer must retain data on file adequate to permit remaking Entries for seven (7) days following the date of transmittal to Loop and will provide such data to Loop upon request.

17. Authorizations and Data Retention. Customer must obtain its Payee’s written authorization to debit or credit the Payee’s bank account and initiate a transaction over the ACH network. Pursuant to the Nacha Rules, Customer must retain any consents and authorizations it captures from its Payees for two (2) years after termination or revocation of such authorizations. Upon request, Customer will provide a copy of the authorization within five (5) Business Days, not to exceed ten (10) banking days. Customer further agrees to be bound by and comply with all applicable provisions of the Nacha Rules regarding the retention of documents or any record, including, but not limited to, Customer’s responsibilities to retain certain items, source documents, and records of authorization in accordance with the Nacha Rules. 

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Schedule 2

Payment Services Methods – Wire Transfer

In connection with the Payment Services, Customer may request that Loop facilitate certain wire services to execute Payment Orders (“Wire Services”). For purposes of this Schedule 2, a wire transfer request (“Wire Transfer Request”) is a Payment Order.

To the extent this Schedule conflicts or is inconsistent with the Agreement or these Payment Services Terms, this Schedule shall control.

1. Loop Liability. Loop will not be liable for acts or omissions by Customer or any other person, none of which shall be deemed Loop’s agent unless any of the foregoing parties act under the direct instructions of Loop.

2. Wire Services; Authorization. Loop may transfer funds by wire to others from the Funding Account to any other accounts specified by Customer. The total dollar amount of wire transfers that Customer transmits to Loop on any one day will not exceed the maximum exposure limit established by Loop or Customer Partners. The financial institution at which the Payee maintains the account to which the funds are being transferred or the bank disbursing the funds to the Payee is the “Receiving Institution.” The entire series of transactions, commencing with the Wire Transfer Request, up until and including the payment to the Payee at the Receiving Institution, is a “Wire Transfer.” Customer hereby authorizes Loop to initiate Wire Transfers pursuant to the Wire Transfer Requests received from Customer.

3. Compliance. Customer acknowledges and agrees that all Wire Services are subject to Applicable Law regarding funds transfers and payment orders, including, but not limited to: (i) Article 4A of the UCC, (ii) the recordkeeping and information transmittal requirements of federal BSA/AML laws, rules and regulations, and (iii) the applicable sections of the federal USA PATRIOT Act and implementing regulations related to KYC/CIP. Customer further acknowledges and agrees that Loop may capture and transmit information regarding Customer or any Payee (e.g., name, address and account number), as well as the purpose of the Wire Transfer, as a part of providing the Wire Services. Customer agrees to assist Loop in connection with all requirements imposed on Loop, Customer Partners, any ODFI, or Customer in complying with Applicable Law

4. Fees. Customer is responsible for all fees and costs associated with the Wire Services and the amount of a Wire Transfer Request initiated by Customer. If Loop requires, Customer will pay such fees, charges, or costs before Loop provides the Wire Services. Customer agrees that the Funding Account will contain sufficient funds to allow for payment of each Wire Transfer Request at the time such Wire Transfer Request is made. Loop shall have no obligation to execute a Wire Transfer Request unless the affected account contains sufficient funds to cover such transfer. If Loop does execute a Wire Transfer Request that creates an overdraft on the account, Customer shall immediately pay the amount of the overdraft. 

5. Reconciliation. All Wire Transfers will be reflected in Customer’s Funding Account. Customer will monitor its Funding Account balances and charges, promptly notify Loop if there are any conflicts with such balances or charges, and refrain from acting on information it has reason to believe is erroneous. In addition to any other limitations to Loop’s liability, if Customer fails to notify Loop of any discrepancy as described herein within thirty (30) days, Customer agrees that Loop shall not be liable for any losses resulting from Customer’s failure to give such notice or any loss of interest with respect to a funds transfer that is or should have been shown on the Funding Account. 

6. Processing. All Wire Services will conform to the procedures Loop and its partner financial institution(s) may from time to time prescribe. Customer is responsible for verifying the completeness and accuracy of the information recorded on the Wire Transfer Request. Loop is not responsible for errors in Wire Transfers due to Customer providing incomplete, inaccurate, or fraudulent information. Customer acknowledges and agrees that delays may arise in delivery to a Payee or its Receiving Institution through no control of Loop or its partner financial institution and that the submission of a Wire Transfer Request to Loop does not constitute a guarantee of funds delivery. Customer is responsible for maintaining and implementing commercially reasonable policies, procedures, equipment and software and ensuring that all computers, equipment, and communication systems used to submit Wire Transfer Requests are secured against unauthorized access.

7. Revocation. Customer may not modify, change, or alter a Wire Transfer Request once submitted to and accepted by Loop. Initial revocation notice may be verbal or in writing, but any verbal notice must be promptly confirmed in writing by Customer. Loop will act in good faith to revoke the Wire Transfer Request. Notwithstanding the foregoing, Customer shall remain liable for all fees and amounts for any authorized Wire Transfer Request submitted to Loop until the revocation of such Wire Transfer Request has been confirmed by Loop. 

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