June 19, 2014
These Terms of Service are entered into by LoopPay, Inc. (LoopPay, we, us and our) and you, (you, your and I). The Terms of Service apply to: (i) your LoopPay app Mobile Wallet application (referred to as the LoopPay app); (ii) your LoopPay customer account (the LoopPay Account); (iii) the LoopPay website and management tools available to you at our website, www.looppay.com, and other web properties utilized to provide the LoopPay Services (collectively the Website); and (iv) the other related features and services provided from time to time. In the Terms of Service, we refer to the above services collectively as the LoopPay Services. By agreeing to these Terms of Service, you represent you are 18 years old or older; and capable of entering into a legally binding agreement. If you are a business entity, you also represent that you are:
- duly authorized to do business in the country or countries where you operate;
- your employees, officers, representatives, and other agents accessing LoopPay app are duly authorized to access LoopPay app and to legally bind you to these Terms of Service and all transactions conducted under your username and password.
The following defined terms appear in these Terms of Service.
Any and all federal, state and local laws, rules and regulations applicable to the Services.
A Customer that uses a Service to purchase goods and/or services from Sellers.
A person that registers for the Service(s).
The account you create with LoopPay Inc. for the use of LoopPay Services, as defined in the LoopPay Terms of Service.
The LoopPay app features that enable you to (i) make purchases at locations that have POS terminals with magnetic stripe readers; and, (ii) make purchases on participating online merchant websites.
LoopPay app Account
The account that is assigned to you upon your completion of the LoopPay app set-up.
LoopPay Web Sites
The web site pages of LoopPay, a LoopPay affiliate or a LoopPay-affiliated or partner company.
Vouchers, coupons, discounts or other valuable content that can be redeemed at a participating merchant.
A membership, affinity, or rewards program that you have already registered for or may newly register for via LoopPay app and which, when stored as a Wallet Object into LoopPay app, enables you to receive direct communications from the participating merchant and, in certain instances, allows you to accrue and/or redeem rewards program points and other incentives from that merchant.
A credit card, debit card, ACH-enabled checking or savings account, merchant gift card or other prepaid payment method, Carrier Billing Account, LoopPay app Balance, and/or other financial account that is registered in a Customer’s LoopPay app Account. Not all Payment Instruments are eligible for use with all Services of LoopPay app.
The processing of a payment that results in the debiting, charging, or other related transaction, of the Purchase Amount to a Buyer’s Payment Instrument.
Any merchandise, good or service that a Buyer may purchase using a Service.
The dollar amount of a Payment Transaction to pay for a Product, and any related fees, taxes or shipping charges, as applicable.
Customer who uses the Processing Service to process Payment Transactions from Buyers.
The LoopPay app products and services described in these Terms of Service that are or facilitate the LoopPay app.
Card representations in your Wallet which are added by you or which are pushed by a merchant or third party into your supported mobile device. Wallet Objects may consist of (but are not limited to) items which are redeemable such as Offers, Loyalty Programs, tickets, boarding passes, and more.
A person or business that applies to, or registers to use, or uses, the Services.
2. Registration for LoopPay app
When you sign up for LoopPay app, you are creating a LoopPay app Account that is associated with your LoopPay Account. Depending on the Services of LoopPay app you use, you may be asked to provide information such as your name, contact information, Payment Instrument information (including your bank name, routing number and account number for the account, if applicable), date of birth, and/or your social security number. We may verify your registration information with a third party verification vendor. In some cases, we may ask you to send us additional information, such as a copy of your driver’s license or passport, or to answer additional questions to help us verify your identity. Finally, if you register a Carrier Billing Account, we will ask you to provide your mobile telephone number and the name and billing address associated with that number.
The information you provide will be used by us to determine if you are eligible to begin and/or continue to use LoopPay app Services. Provision and use of such data is subject to the LoopPay app Privacy Notice, as described more fully in Section 5 below.
1. Patriot Act Notice
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each individual or business that opens an account or requests credit.
2. Accuracy of Registration Information
You are responsible for providing accurate registration information and for keeping your registration information up to date, or notifying us in the event of changes. Changes to your primary residence address may require you to accept new LoopPay app terms of service for the country to which you have moved. In addition, as certain services are currently offered only in select countries, changes to your primary residence address may result in your becoming ineligible for certain services.
3. Relation to your LoopPay Account
In order to use LoopPay app Services, you must have a LoopPay app Account which is in good standing with LoopPay, in accordance with the LoopPay Terms of Service. If you or LoopPay closes your LoopPay app Account for any reason, your LoopPay app Account will also be closed and you will no longer be able to access the LoopPay app Services.
3. The LoopPay app
1. General Description
The LoopPay app may allow you to make Payment Transactions (i) in-store using the LoopPay app application which resides on your mobile device or (ii) online at certain merchants, in each case, using your Payment Instruments which are stored on LoopPay app servers or hosted by a third party provider designated by LoopPay (the “LoopPay app Service”).
The LoopPay app Service may also enable you to store on LoopPay’s servers and access your Payment Instruments, transaction history, Offers, Loyalty Programs, and other items which you have saved to LoopPay app as Wallet Objects. The LoopPay app Service gives you the ability to make purchases at participating merchant locations using your smartphone or on participating merchant websites online.
2. Getting Started with LoopPay app
In order to use the LoopPay app, you must be a resident of the United States.
You agree to notify LoopPay immediately of any unauthorized use of LoopPay app or any other breach of security regarding the LoopPay app of which you have knowledge.
Your Payment Instruments: In order to store your Payment Instruments in your LoopPay app Account, you will need to provide the information requested by LoopPay app.
LoopPay does not make any representation or verify that any of your Payment Instruments are in good standing or that the issuer of your Payment Instrument will authorize or approve any purchase of Products from a merchant when you use the LoopPay app in connection with that purchase.
3. Using the LoopPay app Service
You can use the LoopPay app Service in the following:
- In store using the Payment Instruments stored on your mobile device by logging in to your LoopPay app Account and holding the LoopPay app mobile device near the merchant’s POS terminal and touch the Payment Instrument as displayed on the smartphone screen or the button on the side of your LoopPay app mobile device;
- Online using the Payment Instruments stored on your mobile device by logging in to your LoopPay app Account online through your mobile device, at a computer, or other device with online capabilities
Storing Payment Instruments. You can store a Payment Instrument with the LoopPay app Service by providing the information requested on the LoopPay app Service sign-up page, including payment credentials and billing address. If you have already stored a Payment Instrument through the Processing Service, that Payment Instrument may be available for use with the LoopPay app Service.
4. Transacting with LoopPay app Application
Using the LoopPay app Application
In order to use the LoopPay app Application on a smartphone, follow the instructions on the LoopPay app Application to log in and then place your LoopPay app mobile device near the merchant’s POS magnetic stripe reader. When you place your mobile device near the merchant’s POS magnetic stripe reader and touch the Payment Instrument as displayed on the smartphone screen or the button on the side of your LoopPay app mobile device, your LoopPay app Application Payment Instrument information will be transferred from your LoopPay app mobile device to the merchant for use in processing the Payment Transaction. The merchant will not receive your Payment Instrument information.
Payment Transaction Limits
You may be subject to limitations on the amount or type of transaction or merchant as per the terms and conditions of your selected credit or debit card. Please refer to the terms and conditions of your selected credit or debit card. You are responsible for any charges and related fees that may be imposed under the terms and conditions applicable to the selected Payment Instrument.
5. Save to Wallet: Saving Offers, Loyalty Programs, and more into LoopPay app as Wallet Objects
Saving Wallet Objects to LoopPay app. Wallet Objects can be stored by you in your LoopPay app, or pushed to your LoopPay app from a participating merchant with your consent. Wallet Objects may consist of (but are not limited to) items such as Offers, Loyalty Program items, tickets, boarding passes, and/or other items from third party merchants which you can add to your LoopPay app and which may be redeemable for discounts or points from the third party merchant or issuer. Wallet Objects contain data, images, and messages that are controlled and updated solely by the third party merchant who issues the Wallet Object. Wallet Objects data may be presented to you on LoopPay websites or mobile applications, participating third party websites or mobile applications, through the LoopPay app Application, or at a merchant’s physical location. If you are logged into your LoopPay app account, you may select an Offer and store the Offer to appear in your LoopPay app account for redemption with a participating merchant. Storing Wallet Objects. In order to store Offers, Loyalty Program items, and more as Wallet Objects into LoopPay app, you must provide all information required by LoopPay app.
Redemption of a Wallet Object stored in LoopPay app. In order to redeem an Offer, Loyalty Program, or other redeemable item stored as a Wallet Object in LoopPay app with a participating merchant, you may, at the request of the merchant:
- permit the merchant to read the redeemable Wallet Object off the screen of the mobile device;
- use the LoopPay app Service to redeem the Wallet Object in conjunction with a payment transaction; or
- provide the promotion code or other code associated with the Wallet Object to the participating merchant upon such merchant’s request.
- In some, but not all, instances, we may enable the placement of the LoopPay app mobile device near the merchant’s POS magnetic stripe reader to transmit the intended Wallet Object’s redemption information to the merchant.
By taking any of the foregoing actions, you authorize the information regarding the specific redeemable item stored as a Wallet Object to be transferred from your mobile device to the merchant for redemption. The redemption of the Wallet Object is processed by the merchant at its discretion, in accordance with the merchant’s terms and conditions for that item, as applicable. If you have questions regarding redemption of a particular Wallet Object, please contact the merchant directly.
6. Limitations; Merchant Communication
By saving Wallet Objects into your LoopPay app Account, you agree you are providing your prior express consent to receive communications from a third party merchant directly to you through LoopPay app. LoopPay does not create or control the content sent by the merchant to you. You may remove the Wallet Object or other items from your LoopPay app Account at any time to stop receiving merchant communications. Removal of a particular Wallet Object will remove all communications sent by that merchant to you through LoopPay app, but will not discontinue your loyalty program with that merchant. To discontinue a loyalty program completely, you must contact the specific merchant directly.
LoopPay does not guarantee and makes no representations that the issuer or the associated payment network of any Payment Instruments you have registered with the LoopPay app will honor any usual or promotional rewards or benefits (including any purchase protection or insurance) for your purchases using the LoopPay app. The issuer and associated network of your Payment Instruments will determine whether or not any rewards or benefits will apply to purchases made using the LoopPay app. LoopPay is not providing you with any rewards or benefits (including purchase protection and insurance) for your use of the LoopPay app.
7. Communication with Issuers
By electing to use LoopPay app, you authorize LoopPay, directly or through the LoopPay app to communicate with the issuer of your Payment Instrument, or Wallet Object item, to provide or obtain any information required by that issuer. An issuer that provides this information does not endorse and is not responsible for LoopPay app.
8. Third Party Providers
LoopPay may have arranged for third party providers to provide products or services to you through the LoopPay app (“Third Party Providers”). In order to use these products or services, you may be required to agree to additional terms and conditions from those Third Party Providers, and may be subject to additional requirements of the Third Party Provider. By agreeing to these Terms of Service or continuing to use the LoopPay app, you hereby agree to any Third Party Provider terms that apply to your use of such products and services through LoopPay app which may be updated from time to time. For avoidance of doubt, these Third Party Provider terms are between you and the applicable Third Party Provider, not LoopPay.
9. LoopPay is Not a Banking Institution, Issuer, or Processor
LoopPay app provides you with the ability to store Payment Instruments, Offers, Loyalty Program items, and other redeemable items stored as Wallet Objects, and to communicate such information to participating merchants. LoopPay is not a bank or other chartered depository institution. LoopPay is not an issuer of any Payment Instrument or other item stored as a Wallet Object, unless expressly stated otherwise. Your purchases of Products and/or redemptions of Wallet Objects using LoopPay app are transactions between you as a Buyer and the merchant as the merchant, and not with LoopPay or any LoopPay affiliates. LoopPay is not a party to your purchase of Products or redemption of Wallet Object items. With respect to LoopPay app transactions, all payment processing is handled solely by the merchant, and LoopPay is not involved in the merchant’s processing of the payment.
These Terms of Service do not amend or otherwise modify your agreement with the issuer of your Payment Instrument or redeemable Wallet Object item, and you are responsible for ensuring your use of the LoopPay app complies with such agreements. You also are responsible for all charges and/or debits to your Payment Instrument resulting from purchases of Products or redemptions of items stored as Wallet Objects using the LoopPay app, in accordance with such agreements. In the event of any inconsistency between these Terms of Service and your agreement with the issuer of your Payment Instrument or redeemable Wallet Object item, these Terms of Service govern the relationship between you and LoopPay solely with respect to LoopPay app, and your agreement with the issuer of your Payment Instrument or Wallet Object item governs the relationship between you and the issuer of the Payment Instrument or Wallet Object item. You acknowledge and agree that you are solely responsible for the Payment Instrument or Wallet Object item, and any other information you enter or otherwise store in the LoopPay app. LoopPay is not responsible for the accuracy or availability of any information you enter or otherwise store in the LoopPay app, including, without limitation, whether such information is current and up-to-date.
Some of the features of LoopPay app may be supported by advertising revenue and may display advertisements and promotions. In consideration for LoopPay granting you access to and use of LoopPay app, you agree that LoopPay may place such advertising. In addition, you may have the choice to opt-in to allowing information from LoopPay app to be used by LoopPay and LoopPay, in order to present you with more relevant advertising, as well as more relevant items for you to store and/or redeem as Wallet Objects.
11. Third Party Fees
You are responsible for any fees charged by your telecommunications provider, Payment Instrument, or Wallet Object issuer, merchant, or any other third party in connection with your use of LoopPay app.
4. Limitations on Use of Services
Notwithstanding any limitations described elsewhere in this Agreement, we may establish general practices and limits concerning use of the Services, including without limitation individual or aggregate transaction limits on the dollar amount or number of transactions during any specified time period(s). We reserve the right to change, suspend or discontinue any aspect of the Services at any time, including hours of operation or availability of the Services or any Service feature, without notice and without liability. We also reserve the right to impose limits on certain Service features or restrict access to some or all of the Services without notice and without liability. We may decline to process any transaction without prior notice to you.
Buyer authorizes the charge or debit to Buyer’s Payment Instrument as necessary to complete processing of a Payment Transaction. Buyer also authorizes the crediting or debiting, as applicable, to Buyer’s Payment Instrument in connection with chargebacks, reversals, refunds, or adjustments by a Seller.
We may limit or suspend your use of one or more Services at any time, in our sole and absolute discretion. If we suspend your use of a Service, we will attempt to notify you by electronic mail. Suspension of your use of a Service will not affect your rights and obligations pursuant to these Terms of Service arising before or after such suspension or with respect to any non-terminated Services.
The LoopPay app is intended for use on mobile devices, Apple operating systems, Android operating systems, or other devices or operating systems approved by LoopPay, as provided to you directly by LoopPay or LoopPay authorized third parties. You are strictly prohibited from using the LoopPay app on a mobile device, Apple operating system or Android operating system, or other device or operating system approved by LoopPay, that has been modified or customized in any way. You bear sole responsibility for such unauthorized use of the LoopPay app on a modified mobile device, Apple operating system Android operating system, or other device or operating system approved by LoopPay.
6. Username, Password and PIN Information
You are responsible for:
- maintaining the confidentiality ofyour username, password and PIN,
- any and all transactions by persons that you give access to or that otherwise use such username,password or PIN, and
- any and all consequences of use ormisuse of your username and password. You agree to notify usimmediately of any unauthorized use of your username or password orany other breach of security regarding the Services of which youhave knowledge.
If you are a business entity, you agree that all officers, employees, agents, representatives and others having access to the username and/or password and/or PIN shall be vested by you with the authority to use the Services and to legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, which access the Services using the business’ user name and password.
7. Electronic Communications
LoopPay, LoopPay app, and Third Party Providers may be required to provide certain disclosures, notices and communications (collectively “Communications”) to you in written form. Pursuant to these Terms of Service, we will deliver such Communications to you in electronic form. Your agreement to the Terms of Service confirms your ability and consent to receive such Communications electronically, rather than in paper form.
1. Electronic delivery of communications
You agree and consent to receive electronically all Communications provided to you in connection with your LoopPay app account and your use of the LoopPay app Services. Communications include:
- agreements and policies you must agree to in order to use the LoopPay app Services (e.g., the LoopPay app Terms of Service and Privacy Notice), including updates to those agreements and policies;
- payment authorizations and transaction receipts or confirmations;
- account statements and history; and,
- documents related to or about your account and your use of the LoopPay app services.
Electronic Communications shall be deemed to be received by you upon delivery in the following manner:
- posting them to your LoopPay app account on the LoopPay app website or in the LoopPay app mobile application;
- posting them on or in LoopPay or LoopPay app websites and mobile applications;
- sending them via electronic mail to the email address you used to create your LoopPay and LoopPay app account registrations; or
- otherwise communicating them to you via the LoopPay app Services.
It is your responsibility to log on to your LoopPay app account and the LoopPay app Services to open and review Communications that we deliver to you through those means. We may, but are not obligated to under these Terms of Service, provide you with notice of the posting of a Communication to your LoopPay app account or the LoopPay app Services.
You should maintain copies of electronic Communications by printing paper copies or saving electronic copies, as applicable.
2. Hardware and software requirements
In order to access and retain electronic Communications, you will need to maintain the following computer hardware and software at your own expense:
- a computer or mobile device with internet or mobile connectivity;
- a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;
- Adobe Acrobat Reader version 8.0 (http://get.adobe.com/reader/) and above to open documents in .pdf format;
- access to the valid email address you used to create your LoopPay and LoopPay app account registrations; and,
- sufficient storage space to save past Communications or an installed printer to print them.
By giving your consent to these Terms of Service, you confirm that you are able to meet the above requirements, and that you can receive, open, and print or save any Communications referenced in these Terms of Services for your records.
3. Requesting additional copies and withdrawing consent
The following additional terms will apply to such electronic Communications:
- you may contact LoopPay, LoopPay app or the Third Party Provider, as applicable, to request another electronic copy of the electronic Communication without a fee;
- you may request a paper copy of such electronic Communication within ninety days of the original Communication issuance date, and LoopPay, LoopPay app or the Third Party Provider, as applicable, reserves the right to charge a fee to provide such paper copy;
- you may contact LoopPay to update your registration information used for electronic Communications or to withdraw consent to receive electronic Communications; and
- LoopPay, LoopPay app or the Third Party Provider reserves the right to terminate your use of LoopPay app and the associated Third Party Provider products and services if you decline or withdraw consent to receive electronic Communications.
You may contact LoopPay in relation to these Terms of Service by using the Contacting Us page in the Help link in the footer of your LoopPay app account.
8. Termination of Service
We may, in our sole and absolute discretion without liability to you or any third party, terminate your use of one or more Services for any reason, including without limitation inactivity or violation of these Terms of Service or other policies we may establish from time to time.
Upon termination of your use of the Services, you remain liable for all Payment Transactions and any other obligations you have incurred under these Terms of Service. Upon termination, we have the right to prohibit your access to the Services, including without limitation by deactivating your username and password, and to refuse future access to the Services by you or if a business entity, its parent, affiliates or subsidiaries or its or their successors).
9. Responsibility for Taxes
The reporting and payment of any applicable taxes arising from the use of the Services is your responsibility. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Services, including without limitation, the reporting and payment of any taxes arising in connection with Payment Transactions made through the Services.
10. No Endorsement of Products
LoopPay does not represent or endorse, and shall not be responsible for:
- the reliability or performance of any Seller, merchant or Third Party Provider;
- the safety, quality, accuracy, reliability, integrity or legality of any Product, Offer, Loyalty Program, or other items that may be stored and/or redeemed as Wallet Objects;
- the truth or accuracy of the description of any Product or Wallet Object item, or of any advice, opinion, offer, proposal, statement, data or other information (collectively, “Content”) displayed or distributed, purchased or paid through the Service, or the LoopPay Web Sites; or
- your ability to buy or redeem Products or Wallet Object items using the Services. LoopPay hereby disclaims any liability or responsibility for errors or omissions in any Content in the Services. LoopPay a reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any Content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms of Service.
You agree to indemnify, defend and hold harmless LoopPay, LoopPay, and their subsidiaries and other affiliates, and its and their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively “Indemnified Parties”) from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys fees, including without limitation attorneys fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from:
- your use of the Services;
- any breach or non-compliance by you of any term of these Terms of Service or any LoopPay Party policies;
- any dispute or litigation caused by your actions or omissions; or
- your negligence or violation or alleged violation of any Applicable Law or rights of a third party.
THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICES, ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LoopPay, AND THEIR SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, INCLUDING BUT NOT LIMITED TO, DEVICE MANUFACTURERS (COLLECTIVELY, “LOOPPAY PARTIES”), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICES OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES. EACH LOOPPAY PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE LOOPPAY PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE LOOPPAY PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS, OR THE SERVICES. THE LOOPPAY PARTIES ARE NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT OR WALLET OBJECT INFORMATION, INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS CURRENT AND UP-TO-DATE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION IS REPORTED BY THE ISSUER AS OF A PARTICULAR TIME ESTABLISHED BY THE ISSUER AND MAY NOT ACCURATELY REFLECT YOUR CURRENT TRANSACTIONS, AVAILABLE BALANCE, OR OTHER ACCOUNT OR PROGRAM DETAILS AT THE TIME THEY ARE DISPLAYED TO YOU THROUGH THE SERVICES OR AT THE TIME YOU MAKE A PURCHASE OR REDEMPTION. YOU MAY INCUR FEES, SUCH AS OVERDRAFT FEES OR OTHER CHARGES AS A RESULT OF SUCH TRANSACTIONS, PER YOUR AGREEMENT WITH YOUR PAYMENT INSTRUMENT OR WALLET OBJECT ISSUER, OR YOUR ATTEMPT TO MAKE A PURCHASE OR REDEMPTION MAY NOT BE SUCCESSFUL.
13. Limitations of Liability; Force Majeure
IN NO EVENT SHALL ANY LOOPPAY PARTY BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY LOOPPAY PARTY OR THE SERVICES, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE LOOPPAY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT SHALL THE LOOPPAY PARTIES’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE NET FEES LOOPPAY HAS ACTUALLY RECEIVED AND RETAINED FROM YOUR VALID TRANSACTIONS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
Each party acknowledges that the other party has entered into these Terms of Service relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. In addition to and without limiting any of the foregoing, no LoopPay Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.
14. Governing Law
These Terms of Service shall be governed by the laws of the Commonwealth of Massachusetts, except for Massachusetts’ choice of law rules, and applicable federal United States laws. The parties specifically exclude from application to the Terms of Service the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
In addition to the electronic communications authorized under the Section entitled, “Electronic Communications”, statements, notices and other communications to you may be made by mail, email, postings on the LoopPay Web Sites or other reasonable means. We may also provide notices of changes to the Terms of Service or other matters by displaying links to notices on the LoopPay Web Sites. Notice to LoopPay and LoopPay may be made by mail to:
Attn: LoopPay app
400 TradeCenter, Suite 5900
Woburn, MA 01801
16. Modification of Terms of Service
We have the right, in our sole and absolute discretion, to change, modify, or amend any portion of these Terms of Service at any time by posting notification here or otherwise communicating the notification to you. The changes will become effective, and shall be deemed accepted by you, after the initial posting and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services.
You may not assign these Terms of Service or any rights or obligations hereunder, by operation of law or otherwise, without our prior written approval and any such attempted assignment shall be void. We reserve the right to freely assign these Terms of Service and the rights and obligations hereunder, to any third party without notice or consent. Subject to the foregoing, these Terms of Service shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.
Upon termination of your use of the Services or termination of these Terms of Service for any reason, in addition to this section, the following sections shall survive termination: 7 through 19.
19. Other Provisions
The failure of LoopPay or LoopPay to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and remain enforceable between the parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. These Terms of Service, including LoopPay’s or LoopPay policies governing the Services referenced herein, constitutes the entire agreement between you and LoopPay with respect to the use of the Services. These Terms of Service is not intended and shall not be construed to create any rights or remedies in any parties other than you and LoopPay, LoopPay, and other LoopPay affiliates which each shall be a third party beneficiary of these Terms of Service, and no other person shall assert any rights as a third party beneficiary hereunder.