Terms and Conditions

These Terms & Conditions (the “Terms”) set forth the terms upon which Loop Crypto, Inc. (“Loop Crypto”) will provide access to its blockchain-based protocol that allows end users to set up automatic payments of cryptocurrency to third parties from their crypto wallets; and its internet-based user dashboards (“Service”) to its customers (each a “Customer”). From time to time the parties may elect to enter into one or more “Order Forms” setting forth particular commercial terms or derivations from these Terms. In the event of an inconsistency between a provision in these Terms and a provision in an Order Form, the provision in the Order Form will govern. All Order Forms together with these Terms shall comprise the “Agreement.”

1. The Service.
‍a. Wallets are not maintained by, operated by, or affiliated with Loop Crypto. Loop Crypto has no control over Customer’s end user (“End User”) wallets or their contents, and Loop Crypto has no responsibility for, or liability to Customer in connection with, End Users’ use of a wallet in the Service.

b. Payments that End Users authorize through the Service are transferred directly from the End User’s wallet to Customer. Loop Crypto is never in custody of any cryptocurrency. Loop Crypto has no control over, and shall have no liability for, any acts or omissions by an End User.
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c. Loop Crypto may change, modify, suspend, or discontinue the Service in its entirety or in part at any time.

2. Access and Use of the Service.
‍a. Customer agrees that Customer will not:
     i. 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; 
     ii.    Develop any third-party applications that interact with the Service;
     iii.   Copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) comprising the Service;
     iv.   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;
     v.    Circumvent, disable, or otherwise interfere with security-related features of the Service;
     vi.   Violate any applicable law.
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b. Customer 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 Customer 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, Customer represents and warrants that Customer is not, and is 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. Customer 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.
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c. Loop Crypto shall provide Customer with access to Loop Crypto’s Customer web interface available via the Service (the “Company Portal”) using login and password credentials assigned to Customer by Loop Crypto (“Login Credentials”).
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d. Customer shall protect the security and confidentiality of its Login Credentials and Customer acknowledges and agrees that all actions performed through the Customer Portal with use of the Customer’s Login Credentials are Customer’s sole responsibility, and Loop Crypto shall have no liability for unauthorized use of Customer’s Login Credentials by third parties.

3. Data Collection and Use.
‍a. Customer, and not Loop Crypto, is responsible for determining the nature and type of information collected from End Users through the Service. During the Term, Customer shall have the ability to import from the Service all information about End Users derived from the Service (“End User Data”). Customer shall own all End User Data.

b. Customer acknowledges and agrees that End User’s use of the Service shall be subject to the terms set forth in Customer’s privacy policy.
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c. Loop Crypto shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies, and Loop Crypto will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

d. Customer represents, warrants, and covenants that: (i) it has (and will have) processed, collected, and disclosed all Customer Data in compliance with applicable law and provided any notice and obtained all consents and rights required by applicable law to enable Loop Crypto to lawfully process Customer Data as permitted by this Agreement; (ii) it has (and will continue to have) full right and authority to make the Customer Data available to Loop Crypto under this Agreement; and (iii) Loop Crypto's processing of the Customer Data in accordance with this Agreement and/or Customer's instructions does and will not infringe upon or violate any applicable law or any rights of any third party . “Customer Data” means any information processed by Loop Crypto solely on behalf of Customer.
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e. Loop Crypto currently uses products and services provided by Microsoft Clarity to collect and analyze data related to the use and performance of its product.

4. Proprietary Rights and Licenses.
‍a. Loop Crypto reserves all of its right, title and interest in and to the Service, including (i) its programming architecture, (ii) any improvements, enhancements, modifications or features for the Service developed during the Term, and (iii) all intellectual property rights in the foregoing. No rights are granted to Customer hereunder other than as expressly set forth herein.
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b. Customer grants to Loop Crypto and its affiliates a worldwide, perpetual, irrevocable, royalty-free, fully paid up license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or End Users relating to the operation of the Service.

5. Publicity. Subject to its confidentiality obligations hereunder, Loop Crypto may disclose that Customer is a customer of Loop Crypto and Loop Crypto may elect to develop a case study based on the successful results of Customer’s use of the Service hereunder, which it may share with the public and potential and current customers. Customer hereby grants Loop Crypto the right to display Customer’s name and logo, in connection therewith.

6. Representation and Warranties; Disclaimers.
‍a. Each party represents and warrants to the other party that: (i) it has the power and authority to enter into and perform its obligations under this Agreement; (ii) it currently has no restrictions that would impair its ability to perform its obligations under this Agreement; and (iii) it shall comply with all applicable federal, state and local laws and regulations.

b. CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT CUSTOMER’S 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.

c. 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.

d. 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.

e. 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).

f. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LOOP CRYPTO ENTITIES ARE NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD THE LOOP CRYPTO ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES (INCLUDING END USERS), AND THAT THE RISK OF DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH CUSTOMER.

7. Indemnification.
‍a. Loop Crypto shall defend Customer and its officers, directors and affiliates (collectively, “Customer Indemnitees”) from and against any claim, demand, suit, or proceeding made or brought against Customer by a third party (“Claim”) alleging that the Service infringes that third party’s U.S. intellectual property; and Loop Crypto shall indemnify the Customer Indemnitees from and against any damages finally awarded against, and reasonable attorney's fees incurred by, Customer that are specifically attributable to such Claim, or those costs and damages agreed to in a monetary settlement of such Claim (“Liabilities”).  
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b. Customer shall defend Loop Crypto and its officers, directors and affiliates (collectively, “Loop Crypto Indemnitees”) from and against any Claim arising from (i) Customer’s use of the Service, (ii) Loop Crypto’s use of Customer Data, and (iii) the negligence or willful misconduct of Customer; and Customer shall indemnify the Loop Crypto Indemnitees for any Liabilities.
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c. The party seeking indemnification hereunder (the “Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) of any loss, claim, damage, liability or action in respect of which the Indemnified Party intends to claim indemnification hereunder, and no later than thirty (30) days after the Indemnified Party receives notice of such (including a copy of any claim or lawsuit); provided, however, that failure to provide such notice within such timeframe shall not relieve the Indemnifying Party of its indemnification obligations unless the Indemnifying Party was materially prejudiced by such late notice. The Indemnifying Party shall be entitled, at its option, to exercise sole and exclusive control of the defense and settlement of any claim for which it is obligated to provide indemnification hereunder.  The Indemnified Party shall reasonably cooperate in the investigation, defense and settlement of any claim for which indemnification is sought hereunder.  An Indemnified Party shall have the right to retain separate legal counsel at its own expense.

8. Confidentiality.
‍a. Each party agrees that all business, technical and financial information it obtains from the other party that may reasonably be expected by the disclosing party to be considered confidential (“Confidential Information”) is the confidential property of the disclosing party. Except as expressly allowed herein or as required by law, regulation or court order, the receiving party shall hold in confidence and not use or disclose any Confidential Information of the disclosing party. Each party shall be deemed to have met its obligations hereunder if it treats the other party’s Confidential Information with the same degree of confidentiality it affords its own sensitive business information, but no less than a reasonable standard of care.

b. The confidentiality obligations herein shall not apply to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without access to such Confidential Information.  

c. To the extent the receiving party is required to disclose Confidential Information of the disclosing party by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the disclosing party, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the receiving party to divulge, disclose or make accessible such information; the receiving party shall have the right to disclose such Confidential Information; provided that, the receiving party shall (i) promptly notify the disclosing party of such order (to the extent permitted under applicable law or regulation), (ii) at the written request of the disclosing party, cooperate with the disclosing party to contest such order at the sole expense of the disclosing party, (iii) at the written request of the disclosing party, seek to obtain at the sole expense of the disclosing party such confidential treatment as may be available under applicable laws for any information disclosed under such order; and (iv) disclose only such Confidential Information as is reasonably required to be disclosed.

9. Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR (I) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) ANY DIRECT DAMAGES IN AN AMOUNT IN EXCESS OF THE TOTAL FEES PAID BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

10. Term and Terminations.
‍a. The term of the Agreement shall commence as of the date set out in the Order Form and shall remain in effect until terminated in accordance with this Section 11 (“Term”).

b. Either party may terminate this Agreement without cause by delivery of written notice of termination to the other no fewer than thirty (30) days prior to the effective date of termination; however, no refunds will be issued for funds already paid for the given term.

c. In the event of a material breach of this Agreement by a party, the non-breaching party may terminate this Agreement by delivery of written notice of termination to the breaching party; provided, however, that the breaching party shall have thirty (30) days from receipt of notice of the breach from the non-breaching party to cure such breach.

11. General Terms.
‍a. All legal notices in connection with this Agreement shall be deemed given when personally delivered, upon delivery via overnight courier (e.g., FedEx), or certified or registered, return receipt requested, and addressed as set forth above, or such other address as such party last provided to the other by written notice.

b. This Agreement and the rights, obligations and licenses herein, shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Neither party may assign this Agreement in whole or part without the prior written consent of the other party except that either party may assign this Agreement without consent in connection with a merger, reorganization or sale of all or substantially all of a party’s assets or outstanding capital stock.

c. This Agreement contains the entire understanding of the parties regarding its subject matter and supersedes any and all other agreements and understandings, whether oral or written, with respect to the subject matters covered herein. No changes or modifications or waivers to this Agreement shall be valid unless evidenced in writing and signed by both parties.

d. If any portion of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, that portion shall be restated, eliminated or limited to the minimum extent necessary so that this Agreement shall reflect as nearly as possible the original intention of the parties and the remainder of this Agreement shall remain in full force and effect.

e. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof.

f. Any dispute, controversy or claim arising out of or relating to this Agreement, shall be settled by binding, non-appealable arbitration conducted in San Francisco, California under the commercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted by a single arbitrator jointly appointed by the parties; provided, however, that if they cannot agree within thirty (30) days after the initiation of the arbitration, then the arbitrator shall be appointed by the AAA.