Sellers Agreement

 

 

  1. Introduction

LOOP is an online marketplace owned and operated by Refit Technologies, Inc., a Delaware corporation with its principal place of business at 163 W 18th St Apt 8A, New York, NY 10011 (“LOOP”). LOOP marketplace is accessible on the website www.LOOP.com (the “Website”).  

This Sellers Agreement (“Sellers Agreement” or “Agreement”) is entered into by and between LOOP and the Seller and is effective as of its date of signature and subject to change pursuant to the terms defined hereinafter.

  1. Definitions
  • Buyer” means a Member who has indicated his/her acceptance of an offer from a Seller on the Website.
  • Chargeback” means any transaction which is reversed upon request coming from the Payment Partner.
  • Chargeback Fee” means the fee charged by LOOP to the Seller as a result of a chargeback. The amount of Chargeback fee is fixed by the relevant payment partner of LOOP.
  • Content” means any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials accessible through the LOOP Properties.
  • Forbidden Product” means a product whose sale on the Website is forbidden, as more fully explained in article 6.2 of this Agreement.
  • Member” means any person or company that is registered on Website.
  • Mystery Order” means any order of Product made by LOOP to the Seller for the sole purpose of auditing its compliance with Sellers Agreement and QUALITY STANDARD. LOOP will perform internal and external tests in order to ascertain the working level of the Product but will not damage the Product.
  • Payment Partner” means the payment partner of ONLOOOP which LOOP uses to process Buyer’s payment related to a purchase transaction on the Website.
  • Product” means an electronics product which has been put up for sale on the Website by the Seller. The Product must be compliant with this Agreement and in particular, it must not be a Forbidden Product.
  • Seller” means a Member who opens a virtual shop on the Website and puts Products up for sale through the Website. Only legal business entities are permitted to register as Sellers on LOOP.
  • User” means any person or company using the Website.
  • User Content” means any content provided by a Member on Website, including content in the following non exhaustive list: any Product, data, information, text, listed object, description, comment, Seller or Product review, name, pseudonym, store name, photograph, picture, sound, video, logo or any other element provided by the Member on the Website, including during the Member's registration, in an ad or in an email, on a forum or on a Seller’s shop.
  • Virtual Wallet” designates (a) for the Seller, the money reserve available on the account of a Seller who has made at least one sale on one of the Websites through the LOOP secure bank card payment system, and has been credited with the sale amount. The Virtual Wallet can be used by the Seller to make storefront purchases or to buy products on the Website; (b) for the Buyer, the money reserve available on the account of a Buyer who has made at least one purchase on one of the Websites through the LOOP secure bank card payment system, and has been partially or completely refunded for his/her purchases by the Seller following a refund request. The Virtual Wallet can be used by the Buyer to buy Products on the Website. 

By accessing or using this Website in any way, including using the services and resources available or enabled via the Website (each, a “Service” and collectively, the “Services”) by LOOP or users of the Website (“Users”), clicking on the “I accept” button, completing the registration process, signing this Sellers Agreement and/or browsing the Website, you represent that (1) you have read, understand, and agree to be bound by this Sellers Agreement; and (2) you have the authority to enter into this Sellers Agreement on behalf of the company you have named as the User, and to bind that company to the Sellers Agreement. The term “you” refers to the legal entity, as applicable, identified as the Seller when you registered on the Website. If you do not agree to be bound by the Sellers Agreement, you may not access or use this Website or the Services.

The document entitled “Quality Standard” completes this Sellers Agreement and is incorporated by reference in the Sellers Agreement. You are required to carefully read Quality Standard before using the Services and LOOP as it is intended to clarify the rules of use of LOOP’s service. The Quality Standard can be found at https://www.loopmarOPket.com/xxx.

The Sellers Agreement and Quality Standard are subject to change by LOOP in its sole discretion at any time. When changes are made, LOOP will make a new copy of the Sellers Agreement and Quality Standard available on the Website and will revise the version number and the “Last Updated” date of the Agreement. Any changes to the Agreement will be effective immediately for new Seller (i.e. Seller enrolling after the date in which a new version the Agreement has been updated) and will be effective thirty (30) days after posting notice of such changes on the Seller portal for existing Sellers. If LOOP makes any material changes, LOOP will also send an email to existing Sellers at the last email address provided to LOOP and any material changes shall be effective for existing Sellers upon the earlier of (a) thirty (30) days after posting notice of such changes on the Seller Portal and (b) thirty (30) days after dispatch of an email notice of such changes to existing Sellers. LOOP might require existing Sellers to provide consent to the updated Agreement in a specified manner before use of the LOOP Properties is permitted. Sellers that do not agree to any change after receiving notice of such changes shall stop using the LOOP Properties. Sellers continued use of the Website, the Services and/or the Software constitutes their acceptance of such changes. 

Seller shall regularly check the Website to view the most current Agreement.

  1. SERVICES

2.1 LOOP provides a marketplace that allows Members to offer, sell and buy Products. As a marketplace, LOOP does not own, possess or sell the Products listed on the Website, so the actual contract for sale is directly between the Seller and the Buyer. LOOP does not act as a consignee. 

2.2 While LOOP may provide pricing and guidance in Services, such information is solely informational. LOOP is not party to any transaction between Members. LOOP does not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any ratings provided by Members, Products sold by Sellers, or of the integrity, responsibility, or any actions of any Members. LOOP makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. LOOP does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services. When interacting with other Members you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER LOOP NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBER OR USER OF THE SERVICES. LOOP AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE LOOP PROPERTIES. 

2.3 The LOOP Properties and the information and content available on the LOOP Properties are protected by copyright laws throughout the world. Subject to the Agreement, LOOP grants you a limited license to reproduce portions of the LOOP Properties for the sole purpose of using the Services to sell Products in accordance with the terms of this Agreement. Unless otherwise specified by LOOP in a separate license, your right to use any LOOP Properties is subject to this Agreement. 

2.4 Use of the LOOP Internet Platform (“Platform”) and any other software and associated documentation that is made available via the Website or the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. Use of the Software is made available solely for purposes of providing the Services. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will LOOP provide you with any tangible copy of LOOP’s Software. LOOP shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation. For the purposes of this section, tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If no license agreement accompanies the use of the Software, use of the Software will be governed by this Agreement. Subject to your compliance with this Agreement, LOOP grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by this Agreement. Some Software may be offered under an open source license that LOOP will make available to you. There may be provisions in the open source license that expressly override some of these terms.

3. LOOP’S ROLE AND RESPONSIBILITIES 

3.1 LOOP (i) offers Sellers the possibility to display and sell their products through a single virtual shop, unless the creation of more than one virtual shop has been otherwise expressly agreed upon by LOOP and a Seller, and (ii) gives the Sellers access to tools allowing them to highlight and promote their products.

3.2 LOOP on one hand and each Member on the other are independent parties, with each acting on its own behalf and on its own account. Unless stipulated otherwise in this Agreement, the Agreement does not create any relationship of subordination, mandate, silent partnership, joint venture, or any employer/employee or franchisor/franchisee relationship between LOOP and each Member. 

3.3 LOOP expressly disclaims any liability that may arise between Users of its Services. The Services are only a venue for connecting Members. Because LOOP is not involved in the actual contract between Members or in the completion of the sale, in the event that you have a dispute with one or more other Members, you release LOOP (and LOOP’s officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. 

3.4 Without prejudice to the foregoing, LOOP reserves the right to participate in the promotion of the Products put online and commercialized by the Sellers, particularly through the setting up of partnerships with other websites and/or media publications and/or the sending of advertising emails complying with the applicable legal requirements. Such participation does not affect the defined role limited to intermediation between the Sellers and the Buyers, as LOOP is only promoting the Website and the Products sold there but does not intervene in the relationship between Buyer and Seller concerning one or more specific Products, except to the limited extent set forth in this Agreement. 

3.5 LOOP does not control the information provided by the Members and made public on the Website. Information from the other Members may be offensive, prejudicial, inaccurate or deceptive. The identity of a Member may be different from those displayed on the Website. LOOP recommends that each Member should exercise caution and apply common sense when using the Website and the Services.

 4.REGISTRATION 

4.1 To access the Services, Seller must register and open an account on the Website. Seller Registration is only authorized for legal entities. Registration of a legal entity must be carried out by a named person who is duly authorized to represent the entity at the time of registration.

4.2 Any person who registers as a Seller on Website agrees to provide accurate, full and up-to-date information, and any other data (personal data in particular) that may be necessary for finalizing and maintaining registration on the Website, in particular a valid email address and all the additional information required to become a Seller. Seller also agrees to update its account and make any modifications to its information without delay. Each Seller will be solely responsible for the possible consequences of providing untruthful, invalid or erroneous information to LOOP or to another Member.

4.3 To register, Seller must choose a username (which, subject to LOOP’s approval, may be a pseudonym) and a password. Seller agrees not to register a username that could infringe a third party’s rights. In particular, Seller will not use a username which infringes the copyrights, brands, company name or store name of a third party. LOOP reserves the right to request a Seller’s username to be changed should it be deemed offensive or otherwise inappropriate.

4.4 Registration of Seller on the Website allows it to create a unique account through which it can access the Services available through the Website. 

4.5 The username and the password of the Seller are strictly personal and Seller agrees to keep them confidential. Only the registered Seller and its legal representatives are authorized to use the Services with its username and password. Seller agrees that it shall take all reasonable precautions to prevent unauthorized use of its registered account by any person or company using the suggestions offered in the QUALITY STANDARD as a guide. The use of Seller’s username results in a presumption that the Seller concerned is accessing and using the Services in good faith and in accordance with its authorized use as set out in the Agreement. In the event that Seller becomes aware of unauthorized access and/or use of its account by a third party, Seller agrees to inform LOOP without delay by an email sent to the account manager designated to you after registration. 

4.6 Seller agrees to create and use only one account. Any derogation from this rule will require an explicit request from Seller and specific and express authorization by LOOP. The action of creating or using new accounts under one's own identity or the identity of a third party without having requested and obtained authorization from LOOP may lead to immediate suspension of the Seller's accounts and of all the associated services.

5. USER CONTENT; ACCEPTABLE USE

5.1 Seller agrees to use the Website and provide User Content on the Website in a way that complies with this Agreement and current legal and/or regulatory provisions.

5.2 Seller is solely responsible for its User Content. LOOP only plays a passive technical intermediation role to put the User Content online and does not control the Content before it is put online. Seller agrees not to provide any Content and more generally not to take any action or perform any activity: You acknowledge that LOOP has no obligation to pre-screen Content (including, but not limited to, your User Content and other User Content), although LOOP reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of your User Content, including without limitation chat, text or voice communications. In the event that LOOP pre-screens, refuses or removes any Content, you acknowledge that LOOP will do so for its benefit, not yours. Without limiting the foregoing, LOOP shall have the right to remove any Content that violates the Agreement or is otherwise objectionable. 

5.3 While using or accessing the LOOP Properties, you agree that you will not, under any circumstances provide any User Content, and more generally, you will not take any action or perform any activity on the LOOP Properties:

  • that infringes any copyrights, patents, brands, designs and models, manufacturing secrets, or infringes any right of disclosure or the privacy of third parties;
  • that is defamatory, offensive, derogatory, false, misleading or libelous;
  • that is discriminatory or encourages violence or racial, religious or ethnic hatred;
  • that is obscene or pedophilic;
  • that could be deemed to constitute misappropriation, swindle, or breach of trust, or to constitute any other criminal offense;
  • that is intended to obtain the transfer of money without in return delivering a Product that is compliant with the present Sellers Agreemen and is of the same value as the requested sum of money or fails to pay for Products purchased by you, except to the extent set forth herein;
  • that could damage any IT system or surreptitiously intercept any data or personal information;
  • that engages the responsibility of LOOP or that has as a consequence loss of the benefit of all or part of the services of LOOP‘s service providers, and particularly its Internet services providers, payment service providers, and storage service providers;
  • that could damage the reputation of LOOP or constitute acts of unfair competition with regard to LOOP, or to any other Member or a third party;
  • that breaches any applicable law or regulation and/or any contractual clause that is binding on the Member;
  • that may undermine LOOP’s feedback or rating systems;
  • upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; or
  • use the LOOP Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers.

5.4 By communicating your User Content through the Website, you grant to LOOP (but without resulting in any obligation for LOOP) a license that is non-exclusive, non-transferrable, sublicensable, and free of charge, worldwide, and for the duration of your registration, to use, reproduce, represent, publish, make available, communicate, modify, adapt, and display on the Website and on all other media (especially on all physical or digital media, in all press releases, press or financial release or dossiers, presentation material, promotional and/or advertising material), by all means, all or part of your User Content. 

5.5 By communicating your User Content through the Website, you also grant to any other User a license that is non-exclusive, personal, non-transferrable, non-sublicensable, worldwide, and for the duration of your registration, to reproduce and represent your User Content for private non-commercial purposes. 

5.6 You acknowledge and agree that your User Content can be viewed on the Website by any Member who can access your profile and follow your activity. Deactivation options are available on your account. 

5.7 You agree to indemnify and hold LOOP, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “LOOP Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your User Content; (b) your use of, or inability to use, the LOOP Properties; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. LOOP reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with LOOP in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, this Agreement or your access to the LOOP Properties.

5.8 If you become aware that Forbidden Products, as defined in section 6.2, are put up for sale on the Website, you agree to inform LOOP immediately by email at the following email address: support@loopmarket.com. 

5.9 The Services may not be used to solicit for any other business, website or services. You may not solicit, advertise for, or contact in any form, Users, for employment, contracting or any purpose not related to the Services facilitated through the LOOP Properties. You may not use the Services to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of LOOP. 

5.10 LOOP may, but is not obligated to, monitor or review the LOOP Properties and Content at any time. Without limiting the foregoing, LOOP shall have the right, in its sole discretion, to remove any of your User Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although LOOP does not generally monitor User activity occurring in connection with the LOOP Properties or Content, if LOOP becomes aware of any possible violations by you of any provision of this Agreement, LOOP reserves the right to investigate such violations, and LOOP may, at its sole discretion, immediately terminate your license to use the LOOP Properties, or change, alter or remove your User Content, in whole or in part, without prior written notice to you. 

5.11 You are solely responsible for your interactions with Buyers on the LOOP Properties and any other parties with whom you interact through the LOOP Properties, provided, however, that LOOP reserves the right, but has no obligation, to intercede in these interactions. Please bear in mind when interacting with Buyers that in order to keep your good standing as a Seller and to prevent your suspension, you agree to act in accordance to the QUALITY STANDARD that is part of the Agreement. 

5.12 The LOOP Properties may contain User Content provided by other Users. LOOP is not responsible for and does not control User Content. LOOP has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.

6. SELLER OBLIGATIONS 

6.1 Each User who registers as a Seller represents and warrants that it is a registered company engaged in the sale of refurbished products of the types it proposes to sell on the Website. The Seller, under the ‘Know Your Business” procedure forming part of registration on the Website, must provide LOOP all information required on the form available on the website https://www.loopmarket.com/xxxxx and more generally all documents or information required by the payment partner(s) of LOOP in particular (but not limited to) to comply with anti-terrorism, financial services and other applicable laws and regulations. Such information and documents may include the following: 

  • A copy of a valid identity card with name, date of birth, address, ID number and Photo ID (passport, ID card or driver’s license) for each natural person shareholder or ultimate beneficial owner (UBO) having more than 25% of ownership,
  • Email and phone number of at least one of the shareholder(s) or UBO mentioned above,
  • Company identification number (EIN) and legal company name,
  • Copy of the Seller bank details (1 voided check or 1 bank letter, which shall include following details of the owner of the bank account: name, address, account number and routing number),
  • Good standing certificate from the Secretary of State for the state in which the Seller is incorporated, and
  • 1 copy of the Certificate of incorporation. 

Seller agrees that Seller will comply with all the rules, and obligations and laws, including that apply to Seller, without limitation to the following: consumer laws (clarity of the offers made to the consumer, consumer information, availability of Products, delivery conditions, consumer withdrawal period, billing and distance selling, warranties etc.), tax laws, laws concerning unfair, misleading or aggressive commercial practices, laws related to clearance sales, which he/she asserts that he/she is fully aware of. 

The Seller acting in a professional capacity represents and warrants to LOOP that Seller will fulfill all Seller’s professional obligations, and Seller acknowledges and agrees to be bound by the obligation imposed on Sellers in the LOOP QUALITY STANDARD, incorporated in this Agreement by reference, and will compensate LOOP for any consequences linked to any failure by the Seller to perform his/her obligations in Seller’s capacity as an authorized company engaged in the business of selling refurbished electronic Products. 

You agree to indemnify and hold LOOP, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “LOOP Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your failure to perform your professional obligations as an authorized company engaged in the business of selling Products. 

The Website allows the Seller to create its own virtual shop on the Website through a unique account to which is assigned a unique email address, the username (or pseudonym) and password. The Seller is permitted to have only one virtual shop on the Website unless otherwise agreed to by LOOP. The Seller will only be able to sell, through the virtual shop, Products that are authorized by LOOP for sale on the Website. 

6.2 Seller agrees not to list and offer for sale on the Website any Forbidden Products or Products that do not meet standards set forth by the QUALITY STANDARD and this Agreement. For purposes of this Agreement, “Forbidden Products” are defined as Products that: contravene applicable laws and regulations, are contrary to accepted standards of good behavior or are not authorized by virtue of contractual provisions, and particularly fraudulent Products (especially Products that constitute stolen or illegally imported goods), that infringe the rights of a third party, such as counterfeit Products as defined in the provisions of the applicable intellectual property laws, Products sold in breach of selective or exclusive distribution networks, or Products that are stolen and/or non-compliant with the laws in force relating to health and safety that are applicable to certain products (for example toys, electronic equipment) 

6.3 In the event that LOOP becomes aware, following an alert by a Member or by its own devices, that Forbidden Products, have been put up for sale on the Website, LOOP reserves the right to:  

  • withdraw from sale the said Forbidden Product;
  • block or suspend the Seller's account indefinitely;
  • communicate to the competent authorities all the requisite information concerning any sale offer and/or purchase of a Forbidden Product on the Website, including the personal information of the Members where applicable, and/or to cooperate with the competent authorities at their request.

6.4 Seller agrees to: 

  • indicate the characteristics and the full and detailed qualities of each Product put up for sale on the Website and the availability and price of the Product and comply with the delivery time and sending costs, in accordance with the QUALITY STANDARD and applicable regulations
  • carry out all the necessary checks in the manufacture and repair, where necessary, of each Product, as set forth in the QUALITY STANDARD, and provide all the necessary information in the sale offer of each Product, in such a way that the offer is truthful and the Buyer cannot be misled. Each Seller is solely responsible for providing all the elements in the sale offer, particularly the description, photographs, selling price, costs and time of delivery;
  • put the Product up for sale under the appropriate category on the Website;
  • collect and pay all applicable sales tax associated with sales made to Buyers and provide to LOOP records relating to collection and payment of sales taxes upon request. This paragraph is subject to the application of the Section 7.10 of the Agreement. 

6.5 Seller is solely responsible for any Product it puts up for sale on the Website, and in the same way it is solely responsible for complying with all the applicable laws and regulations on the manufacture and sale of these Products, and will be solely responsible (especially in relation to the Buyer but also in relation to LOOP) in case of damage caused by its Products or more generally any consequences linked to the offer and sale of its Products. LOOP draws the Seller’s attention to the existence of the specific applicable regulations on the manufacture and sale of certain regulated products, such as toys, electrical equipment, childcare articles, etc. LOOP will in no case be held responsible for a Seller putting up for sale of a Product that is not compliant with applicable laws and regulations. 

6.6 Seller agrees to keep each Buyer's information confidential and not to disclose any information to any third party. The Seller also agrees to use the contact details and other data provided by a Buyer only for the fulfillment of the order and the legal obligations attached to it. 

6.7 If Seller is absent for more than two working days, Seller agrees to put its online shop on standby by activating the standby feature made available by LOOP on the Website or, if not available, by deactivating its offers where it is absent. LOOP may also provide the Seller with an option allowing the automatic reactivation of Product offers. 

6.8 Seller guarantees that it holds the necessary rights to sell any Product put up for sale by it on the Website and agrees to hold LOOP harmless against any claim concerning the content of a Product sale offer and/or the fulfillment of the sale. 

6.9 In case of a dispute between Sellers concerning Content published by one of them (for example, in case of alleged counterfeit or unfair competition by one of the Sellers), it is up to the Sellers to establish contact and to resolve their dispute between themselves. LOOP is not bound to intervene in the resolution of the dispute. LOOP, therefore, reserves the right not to follow up on any claim from a Seller which it receives in this situation and incurs whatsoever for its inaction in such a case.

6.10 With the aim of preserving the reputation of LOOP. and of protecting the interests of Buyers, the Seller undertakes to comply with a satisfying quality level in accordance with the QUALITY STANDARD and the legitimate requirements of its Buyers. Within this framework, LOOP undertakes to assist the Seller by regularly informing the latter about the evolution of its level of quality of service. By virtue of this, should LOOP ascertain an unsatisfactory quality level on the part of Seller, the Seller will receive an email warning, possibly accompanied by a proposed action plan to rectify its quality level. If this action plan is not complied with within the time allotted and/or if the quality level has not improved within a time period of thirty (30) days from the sending of the aforementioned email, a second action plan may be proposed by LOOP by email to the Seller. Failure to successfully comply with a second action plan represents a breach of contract allowing LOOP to terminate the Agreement with a simple notification sent to the Seller’s provided email without prejudice to the provisions of section 13.3 of this Agreement. The termination will take effect without any legal formality (15) days from the sending of the notification email. Notwithstanding the above provisions, LOOP may, at any time and at in its sole discretion, restrict the number of sales by the Seller on the Platform without delay where needed to prevent and/or mitigate financial risks. This section will not preclude LOOP from the application of the section 13.3 of the Agreement. 

6.11 During the period of this Agreement, Seller authorizes LOOP to use the Seller's name, logo, brand or brands (grouped together as the "Seller Mark(s)") within the framework of LOOP’s commercial activities. This authorization grants LOOP the right to use the Seller Marks on the Website, in its media advertisements and/or its marketing operations. If necessary, Seller may explicitly request in writing for the Seller Marks to be removed from marketing and/or advertising materials. LOOP will comply within the course of a reasonable time period. 

6.12 A deposit may be required from the Seller, at any time and in particular, though not limited to, upon its registration on the Platform. As such, LOOP is entitled to retain, as a deposit, the amount of 10% of the projected or actual sales performed on the Platform by the Seller (shipping costs excluded) within the Payment Period (hereinafter “Guarantee Deposit”).

6.13 The Seller is given notice that any debit balance of the Virtual Wallet would represent a breach of the contract likely to incur its liability. As a consequence, the Seller undertakes to maintain a credit balance on the Virtual Wallet throughout the time of the implementation of the General Terms and Conditions for Sellers. In the event of a breach of this obligation LOOP could without further formality and without compensation, immediately deactivate the Seller's offers and/or the management of the aftersales service on the Platform by simple notification via the Website and/or by email. 

In order to prevent any risk of a Virtual Wallet debit balance due to refunds carried out by LOOP for Buyers on behalf of the Seller in accordance to the guarantees and warranties that apply to all Products, LOOP reserves the right to apply a security deposit, defined as follows (hereinafter "Security Deposit"). Parties agree that the Security Deposit is additional to the Guarantee Deposit.

The Security Deposit is an amount calculated depending on the assessment of financial risks made by LOOP. The following non-exclusive criteria is taken into consideration by LOOP in calculating the Security Deposit: changes in the volume of sales and the refund rate of Products. LOOP reserves the right to reassess the amount of the Security Deposit at the time of each Payment Period (defined below) after an analysis of updated Seller data. The Seller recognizes that the Security Deposit amount will not be available and cannot, therefore, be fully paid out until the terms and conditions set out below are met. 

The Security Deposit minus the expenses incurred by LOOP on behalf of the Seller may be refunded to the Seller twelve months after the closure of the Seller's account unless LOOP's financial risks remain established at the end of this time period of twelve (12) months (especially in the case of the granting by the Seller of warranties to Buyers in excess of twelve (12) months). Where the latter case applies, the refunding of the Security Deposit minus the expenses incurred by LOOP on behalf of the Seller, will be carried out upon the expiration of the last warranty undertaken by the Seller within the framework of sales carried out on the Platform. 

6.14 Trial Period

 The Seller acknowledges that, until it has shipped (up to) 200 orders at least (and at least 40 days after its first sale of the Product) unless otherwise determined by LOOP in its sole discretion, Seller may subject to a trial period during which LOOP will ensure the Seller's full compliance with its obligations hereunder. During this period, the Seller may not accept more than 5 orders of Products per day unless otherwise expressly agreed to in writing by LOOP. In the event that, during this trial period, the Seller fails to comply with its contractual obligations, including the quality and after-sales service requirements described in the Agreement (notably the infringement of the Agreement with regards to permitted breakdown rates, cancellation rates, delivery delays, the twenty-four (24) hour response rate required for confirming the availability of a Product, the twenty-four (24) hour required response rate for responding to a Buyer’s complaint, etc.), LOOP may immediately close the Seller's account or limit the Seller's access to the services of the Platform until it complies with its contractual obligations according to the conditions set out in Section 13 of this Agreement. 

6.15 The Seller acknowledges that, in accordance with the QUALITY STANDARD, LOOP may intervene in the place of the Seller in the event of a claim by a Buyer relating to a Product, the failure of the Seller to comply with time limits defined by the QUALITY STANDARD, in particular the time limit of five (5) days for the repair or exchange of a non-compliant Product as from the date of reception of the said Product, it is stipulated that this time limit is reduced to two (2) working days in the event of a second return by the Buyer of the Product in respect of an identical failure.

7. SALE PROCESS

 7.1 To buy a Product on the Website, the Buyer must either already be registered as a Member, or register as a Member at the time of purchase.

7.2 The payment means available on the Website are the following: payment through the payment system set up by LOOP and its payment partners. The sale is concluded between the Buyer and the Seller immediately upon finalization by the Buyer of his/her order on the Website, provided, in the case of payment by bank card through the secure credit card payment system set up by LOOP’s payment partner(s), that the Seller confirms within one business day the possibility of fulfilling the order. In this case, if the time span has elapsed without confirmation, the order may be canceled by LOOP and the Buyer refunded his/her purchase price. 

7.3 As soon as the Buyer has finalized his/her order on the Website, an order confirmation will be sent to the Buyer and the Seller. The Buyer will then see, depending on his/her banking institution, the total amount of his/her order debited within a maximum of seven (7) days. The Buyer agrees that the time periods mentioned above may be delayed due to security checks performed by LOOP payment partners. 

7.4 The products available on the Website shall be shipped to the 48 contiguous states of the United States. The Buyer's contact details will be available to the Seller once the payment has been made. As soon as the Seller is ready to ship the order, he/she must inform LOOP and the Buyer accordingly, indicating to the latter the shipping date or the estimated time for delivery. Products are shipped to Buyers at the expense and risk of the Seller. 

7.5 When shipping the order, the Seller must confirm correct shipping by providing the parcel tracking number corresponding to the order of the Buyer. 

7.6 The order can be tracked at any time on the Website by the Buyer, through his/her account. 

7.7 Once the order has been delivered, the Buyer can rate the transaction through the review system available on the Website. 

7.8 The security of payment transactions is ensured by Adyen (payment institution) or if applicable, by Paypal, which means purchases can be made safely through secure connections (https). The Buyer's bank details are encrypted by means of the SSL protocol. LOOP does not store the Buyer's bank details at any time. In case of a change or addition of payment partners, LOOP will guarantee the same security standards applicable to the payment process. 

7.9 The Seller authorizes LOOP, in its name and on its behalf, to open an escrow account for the sums received, with the institution chosen by LOOP and/or with any other financial institution proposing equivalent services that may be substituted for it. The parties agree that the escrow account will only be used for the fulfillment of the present Agreement, on the assumption that the Buyer chooses to pay for his/her Products through the secure payment solution set up by LOOP and in compliance with its stipulations. The Seller expressly renounces laying claim to the benefit of the sums (interest or other sums) possibly resulting from the immobilization of the amounts received when the order is placed and when the order is fulfilled. The mandate is limited to the collection of the sums received in the name and on behalf of the Seller. 

7.10 In connection with registering on the Platform, Seller shall provide LOOP all information relevant to compliance with the Seller’s legal obligations to collect and remit Sales Tax in connection with sales on the Platform. The required information includes, but is not limited to, an accurate list of all states in which the Seller has an obligation to collect and remit Sales Tax. Seller shall notify LOOP immediately of any changes in the relevant information, including, but not limited to, any changes in the list of states in which the Seller has an obligation to collect and remit Sales Tax. Seller recognizes that LOOP and/or its partners, may collect and remit sales taxes in connection with sales on the Platform where required by local laws. Seller will indemnify and hold LOOP, its parent companies, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “LOOP Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of (a) Seller’s violation of any applicable sales taxes laws or (b) Seller’s failure to provide accurate and complete information relevant to Seller’s legal obligation to collect and remit Sales Tax in connection with sales on the Platform. The Parties reserve the right, at their own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Seller, in which event Seller will fully cooperate with the LOOP Parties in asserting any available defenses. Seller agrees that the terms of this section will survive any termination of its account, this Agreement or its access to the LOOP Properties. 

7.11 Mystery Order 

Seller agrees to refund LOOP for any Mystery Order performed provided that the Product subject to the Mystery Order is returned to the SELLER on due time and without being damaged. The Seller recognizes that LOOP will check functionalities and quality of the Product and in doing so, may check the internal workings of the Product.

8.COMPLAINTS, RIGHT TO WITHDRAW AND DISCLAIMER OF WARRANTY COMPLAINTS

8.1 Complaints by the Buyer should be sent directly to the Seller through his/her account on the Website. Where this is not the case, the Seller must reroute the conversation back to the Website in compliance with the QUALITY STANDARD. The Buyer and the Seller will each be able to follow the conversation from their respective accounts and will have access to an alert system in their order tracking. The transaction is deemed closed once the Buyer confirms the reception of the order through his/her account. Failing that, the transaction is deemed closed 21 days after the Seller has shipped the order unless the Buyer has sent a complaint.

8.2 The Seller will make every effort to achieve a satisfactory resolution of the complaint with the Buyer in a timely and professional fashion in compliance with the terms of the QUALITY STANDARD. 

8.3 LOOP reserves the right to temporarily block the Seller's Virtual Wallet following a complaint and until the resolution of a dispute. If there are large numbers of complaints concerning the same Seller or if a Buyer has a high cancellation rate, LOOP also reserves the right to temporarily block the Virtual Wallet of the Member concerned.

8.4 In case of a complaint linked to a non-compliant Product or to the exercise of the right of withdrawal, the Buyer agrees to return the Product to the Seller. In particular, the Buyer agrees to pack the Product appropriately and to take all the usual precautions for its transport and remove all passcodes and reset the device. 

8.5 Seller undertakes to offer at minimum, a twelve (12) months limited warranty to Buyers, in compliance with the requirements set out in the QUALITY STANDARD and/or on the Website. Seller warrants to provide all information required by the applicable laws relating to such warranty to the Buyers. Disclaimer of Warranties

8.6 YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE LOOP PROPERTIES IS AT YOUR SOLE RISK, AND THE LOOP PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

8.7 THE LOOP PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT (1) THE LOOP PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE LOOP PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LOOP PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE LOOP PROPERTIES WILL BE CORRECTED.

8.8 ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE LOOP PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE LOOP PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. 

8.9 THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. LOOP MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. 

8.10 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LOOP OR THROUGH THE LOOP PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

8.11 FROM TIME TO TIME, LOOP MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT LOOP’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

8.12 YOU ACKNOWLEDGE AND AGREE THAT THE LOOP PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE LOOP PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

8.13 Seller is wholly responsible for the Products it provides, including the quality of any such goods and that these should meet the reasonable expectations in terms of appearance and use a Buyer might have. The Seller is also wholly responsible for the accuracy, timeliness, truthfulness, completeness, and reliability of any User Content that the Seller puts forth in its Virtual Shop. LOOP is not involved in the actual transaction between Buyers and Sellers. While LOOP may help facilitate the resolution of disputes through various programs, LOOP has no control over and do not guarantee the ability of Buyers to pay for the item, or that Buyer or Seller will actually complete a transaction or return all items. 

8.14 LOOP does not transfer legal ownership of items from the Seller to the Buyer. Uniform Commercial Code § 2-401(2) and/or any local state commercial laws, including but not exclusive to N.Y. U.C.C. §2-401(2), where these are applicable, apply to the transfer of ownership between the Buyer and the Seller unless the Buyer and the Seller agree otherwise. Further, LOOP cannot guarantee continuous or secure access to the LOOP Properties and operation of the LOOP Properties may be interfered with by numerous factors outside of LOOP’S control. Accordingly, to the extent legally permitted, LOOP excludes all implied warranties, terms, and conditions.

 YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE LOOP PROPERTIES. YOU UNDERSTAND THAT LOOP DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF BUYERS OF THE LOOP PROPERTIES IN THEIR COMMUNICATIONS OR REGISTRATION. LOOP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE LOOP PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE LOOP PROPERTIES.

 9.THIRD PARTY SERVICES. 

The LOOP Properties may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a Third-Party Website, LOOP will not warn you that you have left the LOOP Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of LOOP. LOOP is not responsible for any Third-Party Websites. LOOP provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services. You use all links in Third-Party Websites at your own risk. When you leave Website, LOOP’s Seller Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

 10. FINANCIAL PROVISIONS.

10.1 LOOP Service Fee In consideration for the use of the Services, LOOP charges Sellers a service fee equal to ten percent (10%) of the price of each Product (exclusive of taxes (shipping fees included)) sold by the Seller on the Website (the “Service Fee”). The Service Fee is due as soon as the Buyer has settled the amount of the order placed on the Website, regardless of the payment means used. LOOP deducts the Service Fees from the purchase price of each Product paid by a Buyer before crediting the balance to the Seller’s Virtual Wallet (such balance is referred to as the “Seller Purchase Proceeds”).

LOOP may also charge a monthly amount of fifty (50) dollars (exclusive of taxes) as management costs. Where applicable, this amount will be invoiced on the 26th of each month. 

The QUALITY STANDARD sets forth the limited situations in which the Seller may cancel an order that it previously accepted and refund the purchase price to a Buyer.

In case of such an order cancellation and refund by Seller to the Buyer before shipment, the Service Fee will be fully refunded by LOOP to the Seller. In all other cases, LOOP will not be obligated to refund any Service Fee debited on the order amounts. Within the framework of setting up of specific operations by LOOP (such as affiliation programs and/or partnerships with companies and/or third party Websites), the Service Fee amount stipulated in the present Agreement may be modified. In that case, LOOP will inform each Seller in advance of the commission applied for the operations concerned. 

LOOP reserves the right, in its sole discretion and without compensation to Sellers, to modify the Buy Box algorithm, its policy practices regarding the Products available for purchase to Buyers on the Website and/or the Service Fee received by LOOP and will inform the Sellers accordingly. Where Service Fees are increased, LOOP will accordingly inform Seller by email. The modifications will come into force at the end of the month following the month in which LOOP provided Seller with notice of the modifications. If Seller does not wish to accept the new applicable financial condition changes, it is free to terminate this Agreement in accordance with Section 13, which will result in the termination and closure of the account, as set forth in Section 13.1 

For clarity, Seller is informed that LOOP is not responsible for any fees charged to the Seller associated, in particular but not limited to, with using PayPal in conjunction with LOOP Services. 

10.2 LOOP Management Expenses 

LOOP also reserves the right to invoice the Seller additional management expenses (hereinafter "Management Expenses") when the following cumulative terms and conditions set out below are fulfilled:

  • Termination of the Agreement at the initiative of one or other of the Parties; and
  • The situation of a negative balance of at least three thousand dollars ($3,000) of the Seller's Virtual Wallet and/or the existence of at least ten Customer Service Requests on the Seller's account awaiting processing and remaining unanswered for a period of or in excess of two (2) working days. 

Management Expenses will amount to: 

  • ten dollars ($10) excluding taxes per Customer Service Request, and,
  • 10% including taxes of the cost of repair at a repair facility in partnership with LOOP incurred on behalf of the Seller for products covered during the warranty period 

The invoicing of Management Expenses will commence without further formality with immediate effect after notification sent to the Seller by email. It will also result in the suspension of the Seller's right to manage the Customers Service Requests for Products sold on the Platform. LOOP will, therefore, be authorized by the Seller to answer to claims by Buyers on behalf of the Seller under the terms and conditions set out in this article. The payment of Management expenses, additional to the refunding by the Seller of the costs incurred by LOOP mentioned above, is without prejudice to the application of damages that could be requested by LOOP following any breach of contract on the part of the Seller. The Management Expenses will be invoiced to the Seller and payable by bank transfer within a time limit of "net 10" (ten days) as from the date of the invoice. 

10.3 Means of Payment and Billing 

Any payments (other than Service Fees) owed by Seller to LOOP will be automatically debited from the Seller's Virtual Wallet if the Wallet balance is positive. Any remaining amount due from Seller to LOOP must be paid by the Seller by bank card or by bank transfer at any time no later than 5 working days after the end of the month. Any amount that is not paid when due will accrue interest at eighteen percent (18%) per year or the maximum rate allowed by applicable law, whichever is less, from the due date until paid. If a Seller wishes to pay the Service Fee through a different means, the Seller will have to make a request to LOOP by email at the address: support@loopmarket.com.

The Seller Purchase Proceeds for all shipped, non-refunded and non-disputed orders shall be placed by LOOP in the Seller’s Virtual Wallet, and such amounts, less any debts for amounts owed by Seller to LOOP or for Products purchased by Seller on the Website, shall be transferred by wire transfer to Seller’s bank account initiated on the 6th, 16th and 26th day of each month or on the next business day after such date if the date falls on a weekend or holiday, provided that the Seller has previously registered its bank account details on in its LOOP account. 

The Seller will have access to the historical record of amounts due to LOOP on its dashboard.

LOOP monthly bill, representing the Sales Commissions and any other amounts owed by the Seller to LOOP, will be available to the Seller in Seller’s LOOP account.

11. OWNERSHIP 

11.1 Except with respect to User Content, including your User Content, you agree that LOOP and its suppliers own all rights, title, and interest in the LOOP Properties. You will not remove, alter or obscure any copyright, trademark service mark or other proprietary rights notices incorporated in or accompanying the LOOP Properties.

11.2 Any person publishing a website and wishing to create a direct hypertext link to the Website must request authorization from LOOP in writing. LOOP’s authorization will, under no circumstances, be granted definitively. Any link to the Website must be deleted upon request by LOOP. 

11.3 Hypertext links to the Website which use techniques such as framing or insertion by hypertext links (in-line linking) are strictly forbidden.

11.4 Except with respect to your User Content, you agree that you have no right or title in or to any Content that appears on the LOOP Properties.

11.5 LOOP does not claim ownership of your User Content. However, when you as a Seller post or publish User Content on or in the LOOP Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed for the full term of any worldwide intellectual property right that may exist in your User Content.

11.6 You agree that submission of any ideas, suggestions, documents, and/or proposals (“Feedback”) to LOOP by means of written or oral suggestions, directly and/or through any channel, including wiki, forums or similar pages is at your own risk and that LOOP has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to LOOP a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sub-license the foregoing rights, in connection with the operation and maintenance of the LOOP Properties. 

11.7 The Services host User-generated Content that is related to the reviews of certain Members. Such reviews are opinions and are not the opinion of LOOP, have not been verified by LOOP, and each User should undertake his or her own research to be satisfied concerning any specific Member. You agree that LOOP is not liable for any User-generated Content

12. COMPLIANCE WITH THE LAW

12.1 Seller agrees to comply with the laws, regulations, and standards of all kinds that are in force relating to the use of the Services offered through the Website, the putting up for sale, the purchase, the solicitation of offers to sell and the sale of Products. 

12.2 In the case of manifest fraud (fraudulent copy, receiving stolen goods, illegal importation, etc.) or on demand, LOOP will forward all the necessary information, including nominative information, to the relevant services in charge of the repression of such fraud and infractions.

13.DURATION AND TERMINATION OF THE AGREEMENT

13.1 This Agreement will continue for an indefinite period of time and can be terminated at any time by Seller or by LOOP, without a particular reason. Notification may be given by email to legalsellers@ loopmarket.com or through the Services. Any termination pursuant to this Section 13.1, whether initiated by Seller or LOOP will take effect at the end of the month following the month during which the notification was sent except under the circumstances described in the section. 

13.2 Without excluding other legal remedies, LOOP reserves the right to issue a warning, and/or to temporarily or indefinitely suspend a Seller’s registration and/or stop providing its Services to the Seller in whole or in part, including: 

  • the immediate, temporary or definitive withdrawal of the Seller's disputed offers;
  • the temporary suspension to the Seller to add online new offers of Products. 

13.3 LOOP reserves the right to terminate the Agreement and end a Seller’s registration immediately and/or to stop providing its Services to a Member in the following cases: 

  • in case of breach of the Agreement, including the documents which are incorporated by reference;
  • if LOOP is unable to verify or authenticate the information provided, and the Seller does not respond to verification and/or authentication requests;
  • if the actions of the Seller could engage the responsibility of LOOP, that of the Member or that of any other Member;
  • if the Seller uses a pseudonym infringing the rights of third parties or a pseudonym to identify another commercial website other than the Website;
  • if the Seller uses multiple accounts on the Platform, whether under its own identity or under that of a third party,
  • in case of damage to reputation or branding of LOOP;
  • in case of change of control of the Seller;
  • in case of unauthorized and/or undeclared subcontracting by the Seller;
  • in case of insolvency of the Seller; and / or
  • Debit balance of the Virtual Wallet for a period in excess of thirty (30) calendar days as from the issue of the invoice. 

13.4 In the event of termination by the Seller or by LOOP and for any reason whatsoever, the Seller remains bound to execute all orders for Products in process at the time of termination (unless LOOP prohibits it from continuing such orders in the case of a serious failure of the Seller), to ensure perfectly, in relation to LOOP and any third party, including Buyers, the obligations that are theirs (legal and contractual) under the sale of the Products and to ensure proper management of any claims. LOOP may retain as collateral the Wallet sums available at the date of the notification of termination for the management of possible claims until the expiry of the last warranty period applicable to Products sold by the Seller. The sum will be refunded at the end of the latest warranty period reduced by expenses incurred by LOOP on behalf of the Seller unless LOOP's financial risks remain established on expiry of this time period.

14.SELLER ACCOUNT INACTIVITY

14.1 If the Seller’s account is inactive for 3 months or more, the orders placed on the Seller’s shop may be blocked by LOOP and no purchase will be possible on the Seller’s shop. The Buyers will be informed of this by LOOP.

14.2 The Seller will be informed of the deactivation of its account which will disappear from the Website’s search engine. The Seller will have an additional 9 month period to reactivate its account or request the transfer to its account of the balance present on its Virtual Wallet.

15.CHARGEBACK

Where the Buyer chargeback is due to a fraud duly established, the transaction will be paid to the Seller, provided that LOOP will be refunded by a chargeback guarantee partner. In case of the termination of the agreement between LOOP and its chargeback guarantee partner, the Seller shall refund the amount of all its chargebacks. 

Where the chargeback occurs due to any event other than fraud, the Seller shall refund the amount to the Payment Partner of LOOP. The amount of this refund will be deducted from the balance of the Virtual Wallet. Nonetheless, LOOP will provide its best effort to mitigate costs to the Seller, by defending the chargeback on behalf of the merchant. In this view, LOOP has the right to take on Seller’s behalf of any decision to settle the litigation related to the chargeback defense. 

Where other fees that arise within the framework of Chargeback management on behalf of the Seller, LOOP may invoice the Seller for such fees if charges arise due to a breach of Sellers Agreemen and/or the QUALITY STANDARD.

16.ACCOUNT REMOVAL

16.1 If a Seller wishes to remove its account, Seller must send its request to the address: support@loopmarket.com 

16.2 If the Virtual Wallet of the Seller who wishes to remove its account has a positive balance, Seller must request the transfer of this amount to its bank account when it makes the account removal request.

16.3 LOOP will remove the account of a Seller at the Seller’s request, subject to the conditions that all orders have been honored; that claims, exercises of the right of withdrawal; and refunds have been processed; and that there are no other ongoing operations. Any account removal will take effect at the end of the month following the one during which the request was sent.

17.LIMITATION OF LIABILITY 

17.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL LOOP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LOOP PROPERTIES, OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT LOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE LOOP PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE LOOP PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE LOOP PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE LOOP PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE LOOP PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

 17.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL LOOP’S LIABILITY HEREUNDER EXCEED THE HIGHEST OF THE FOLLOWING AMOUNTS: (i) IN THE CASE OF A CLAIM BY A SELLER, THE TOTAL AMOUNT OF SALES FEES PAID BY THAT SELLER TO LOOP IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE CLAIM; AND (ii) $175.00.

17.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

17.4 User Content. LOOP ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

17.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LOOP AND YOU.

18.PROCEDURE FOR MAKING CLAIMS OF INFRINGEMENT

 It is LOOP’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to LOOP by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the LOOP Properties in a way that constitutes copyright infringement, please provide LOOP’S Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the LOOP Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for LOOP’s Copyright Agent for notice of claims of copyright infringement is as follows: REFIT TECHNOLOGIES, INC., Copyright Department, 163 W 18th St Apt 8A, New York, NY 10011.

 19.PROOF

 The Parties agree that the production by LOOP of recordings from the servers of LOOP of the use of the Platform, and particularly of the nominative access codes of the Members and of connection logs, will be deemed to be authentic by the Parties.

20. GENERAL PROVISIONS

20.1 The relationship between LOOP and Members is solely that of independent contractors. Nothing in this Agreement creates any agency, joint venture, partnership or another form of joint enterprise, employment or fiduciary relationship between LOOP and the Members. Neither LOOP on the one hand, and each Member, on the other hand, has any express or implied right or authority to assume or create any obligation on behalf of or in the name of the other party, or to bind the other party to any contract, agreement or undertaking with any third party. 

20.2 LOOP reserves the right at any time and at its sole discretion to suspend or interrupt access to the Website and/or operation of the Website, fully or partly, particularly for maintenance interventions, operational necessities, internal choices or in case of emergency. LOOP also reserves the right at any time and at its sole discretion to remove or modify any Content, including but not limited to, for technical, commercial or practical reasons. It is agreed that such interventions shall not give rise to any compensation or damages claims for the benefit of a Member or User of the Website. 

20.3 Any notification addressed to LOOP but intended for another Member will normally be sent by email to the address which was provided by the Member to LOOP when the Member registered. The notifications are deemed to have been received by the Member 24 hours after the sending of the email unless the sender is notified of the invalidity of the email address. The notifications may also be sent to the Member by registered letter with proof of delivery at the address provided on registration. The time span of 24 hours mentioned above is then extended to three (3) days after the sending of the letter. 

20.4 Electronic Communications. The communications between you and LOOP use electronic means, whether you visit the LOOP Properties or send LOOP e-mails, or whether LOOP posts notices on the LOOP Properties or communicates with you via email. For contractual purposes, you (1) consent to receive communications from LOOP in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that LOOP provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

20.5 Release. You hereby release LOOP and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the LOOP Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the LOOP Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor”.

20.6 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without LOOP’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

20.7 Force Majeure. LOOP shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

20.8 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the LOOP Properties, please contact LOOP at support@loopmarket.com. LOOP will do its best to address your concerns. If you feel that your concerns have been addressed incompletely, LOOP invites you to let it know for further investigation. 

20.9 Affiliated-group solidarity. 

Within the meaning of the General Terms and Conditions for Sellers, the term "Affiliated Company" designates any company or establishment corresponding to an economic entity that would have controlled the Seller, or would be controlled by it or might be grouped with it under the common control of another company. For the requirements of this definition, the term control is understood to mean the direct or indirect holding of a majority of the entity's voting rights or of the power to appoint the majority of the members of the Board of Directors of the controlled entity or of the uncontested capacity of exercising undeniable influence on the future of the said company.

Affiliated Companies shall be bound by the terms of this Agreement. In case of breach of any terms of this Agreement by any Affiliated Company shall constitute a breach of this Agreement by the Seller.

More especially, in the event of non-payment by an Affiliated Company of an invoice by its due date, LOOP reserves the right to claim from the Seller the payment of this outstanding invoices. If needs to be, an offsetting mechanism will be applied without further formality between the sums due for payment by the Affiliated Companies to LOOP and those due to the Seller by LOOP.

The Seller undertakes to communicate at the latest at the time of the signature of the General Terms and Conditions of Sale the list of Affiliated Companies that have benefitted or still benefit from access rights to the Platform.

20.10 Dispute Resolution. 

  1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of any product or service provided by LOOP that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and LOOP, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement.
  2. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to LOOP should be sent to the Refit Technologies, Inc., Legal Department 163 W 18th St Apt 8A, New York, NY 10011. After the Notice is received, you and LOOP may attempt to resolve the claim or dispute informally. If you and LOOP do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
  • Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Agreement. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778- 7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (the US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that LOOP made to you prior to the initiation of arbitration, LOOP will pay you the greater of the award or $50,000 (USD). Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
  1. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
  2. Time Limits. If you or LOOP pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
  3. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and LOOP, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and LOOP.
  • Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event, any litigation should arise between you and LOOP in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND LOOP WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute is resolved by a judge.
  • Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
  1. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
  2. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
  3. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
  • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with LOOP.
  • Small Claims Court. Notwithstanding the foregoing, either you or LOOP may bring an individual action in small claims court.
  • Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
  1. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Kings County, for such purpose. 

20.11 Governing Law. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

20.12 Notice. Where LOOP requires that you provide an email address, you are responsible for providing LOOP with your most current email address. In the event that the last email address you provided to LOOP is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, LOOP’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to LOOP at the following address: support@refimarket.com. Such notice shall be deemed given when received by LOOP by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

20.13 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 

20.14 Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 

20.15 Export Control. You may not use, export, import, or transfer the LOOP Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the LOOP Properties, and any other applicable laws. In particular, but without limitation, the LOOP Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the LOOP Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country (ii) you are not listed on any U.S. Government list of prohibited or restricted parties and (iii) you comply with all applicable export laws with respect to the sale of your Products on the Platform. You also will not use the LOOP Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by LOOP are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer LOOP products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations. 

20.16 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. The Seller recognizes the validity and enforceability of the electronic signature procedure of this Agreement.

 

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