Effective as of: September 27, 2022
THESE TERMS OF SERVICE CREATE A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN LOOP CRYPTO, INC. (“LOOP CRYPTO” OR “US”) AND THE USER OF THE SERVICE (AS DEFINED BELOW) ENTERING INTO THIS AGREEMENT (“YOU”). YOU MUST BE AT LEAST 18 TO USE THE SERVICE. THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICE. READ THIS AGREEMENT CAREFULLY. BY USING OR ACCESSING THE SERVICE YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOU ARE UNDER 18, ARE NOT PERMITTED TO USE THE SERVICE.
1. Changes to this Agreement. Loop Crypto reserves the right, in its sole discretion, to change, modify, replace, add to, supplement or delete any terms and conditions of this Agreement at any time; provided, however, that Loop Crypto will use reasonable efforts to provide you with notification of any material changes (as determined in Loop Crypto’s sole discretion). If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes your complete acceptance of any and all such changes.
2. The Service. The “Service” is comprised of (i) a blockchain-based protocol that allows end users to set up automatic payments of cryptocurrency to third parties from their crypto wallets; and (ii) internet-based user dashboards. Wallets are not maintained by, operated by, or affiliated with Loop Crypto. Loop Crypto has no control over your wallet or its contents, and Loop Crypto has no responsibility for, or liability to you in connection with, your use of a wallet in the Service. As the owner of the wallet, you are solely responsible for keeping your wallet secure. Payments that you authorize through the Service are transferred directly from your wallet to the payee. Loop Crypto is never in custody of your cryptocurrency. Loop Crypto has no control over, and shall have no liability for, any acts or omissions by a payee.Your use of the Service is conditioned upon your compliance with this Agreement. Loop Crypto reserves the right to terminate your access to the Service without notice if you violate this Agreement or for any other reason in Loop Crypto’s reasonable discretion.Loop Crypto may change, modify, suspend, or discontinue the Service in its entirety or in part at any time.
3. Usage Rules. As a condition of your use of the Service, you agree to comply with the following usage rules, which Loop Crypto may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section 1). You agree that you will not:Use the Service, directly or indirectly, in any manner that could cause the Service so used to: (i) be a substitute for the Service by a third party, or (ii) compete with Loop Crypto's business;Develop any third-party applications that interact with the Service;Copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) comprising the Service;Use automated queries, including screen and database scraping, spiders, bots, crawlers, information harvesting, and any other automated activity with the purpose of obtaining information or data from the Service; Circumvent, disable, or otherwise interfere with security-related features of the Service;Violate any applicable law.You may not use, export, import, or transfer the Service or any part thereof except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws, including the U.S. Export Administration Regulations and the U.S. sanctions laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). In particular, but without limitation, the Service or any part thereof may not be exported, re-exported, or otherwise transferred or provided to any person or entity (a) located, organized, or resident in any jurisdiction subject to comprehensive U.S. trade sanctions, including Cuba, Iran, North Korea, Syria, and the Crimea and Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine (the “Sanctioned Countries”), or (b) on any export- or sanctioned-related U.S. restricted party list, including OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or the U.S. Department of Commerce’s Denied Person’s List, Unverified List, or Entity List (the “Restricted Party Lists”). By using the Service, you represent and warrant that you are not, and are not owned, controlled, or acting on behalf of any other person or entity that is (i) located, organized, or resident in a Sanctioned Country or (ii) listed on any Restricted Party List. You also will not use the Service for any military end-use or any other purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
4. Ownership and Licenses. You acknowledge and agree that the Service is owned, controlled, or licensed by Loop Crypto and its licensors and is protected by law from unauthorized use. The Loop Crypto name and logos are trademarks of Loop Crypto and may not be used without the express written permission of Loop Crypto.
5. Disclaimers; Limitations; Waivers of Liability. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER LOOP CRYPTO NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, CUSTOMERS, LICENSEES OR LICENSORS (COLLECTIVELY, "LOOP CRYPTO PARTIES") WARRANT THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. LOOP CRYPTO IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF NETWORKS, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL, INCLUDING TECHNICAL PROBLEMS ON THE INTERNET OR BLOCKCHAIN, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING THE SERVICE. THE LOOP CRYPTO PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE LOOP CRYPTO PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). YOU ACKNOWLEDGE AND AGREE THAT THE LOOP CRYPTO ENTITES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE LOOP CRYPTO ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
6. Indemnification. You agree to defend, indemnify and hold harmless the Loop Crypto Parties from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of your use of the Service or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this Section 6 will survive any termination of your account(s) the Service, or this Agreement.
7. Governing Law/Waiver of Injunctive Relief. This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the U.S. and the State of Delaware governing contracts entered into and to be fully performed in Delaware (thus, without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you hereby expressly consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any lawsuit filed there by either party arising from or relating to this Agreement. You also hereby waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Delaware.You acknowledge that the rights granted and obligations made hereunder to Loop Crypto are of a unique and irreplaceable nature, the loss of which may irreparably harm Loop Crypto and which may not be replaced by monetary damages alone, so that Loop Crypto will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Loop Crypto agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to email@example.com.
Mandatory Arbitration. If you and Loop Crypto are unable to resolve a Dispute through informal negotiations within 30 days, either you or Loop Crypto may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.Notwithstanding the above, you and Loop Crypto agree that arbitration will be limited to the Dispute between Loop Crypto and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.You and Loop Crypto agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Loop Crypto’s intellectual property rights; and (b) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
8. Consumer Complaints. In accordance with California Civil Code §1789.3, if you are a California consumer, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
9. Statute of Limitations. You and Loop Crypto both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose (or, if longer, within the shortest statute of limitations for such claim which the parties may establish by agreement) or the claim will be forever barred.
10. Waiver/Severability. The failure of Loop Crypto to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Loop Crypto’s right to assert or rely upon any such provision or right in that or any other instance.You and Loop Crypto agree that if any portion of this Agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect.
11. Miscellaneous. Loop Crypto operates and controls the Service from its offices in the United States. Loop Crypto makes no representation that the Service is appropriate, lawful or available in other locations. The Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Loop Crypto to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. Loop Crypto may assign this Agreement to any party at any time without any notice to you. You may not assign this Agreement without Loop Crypto’s prior written consent. This Agreement contains the entire understanding of you and Loop Crypto and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by you. You agree that this Agreement will not be construed against Loop Crypto by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
12. Questions. If you have any questions about this Agreement, its terms, or your rights hereunder, contact: firstname.lastname@example.org