Terms of Service Agreement
Version 1.0 – Last Updated: July 1, 2021
Welcome to Loop the website of Loop Technology Solutions, Inc., a Kansas corporation with its principal
place of business at 10900 Lackman Rd, Lenexa, KS 80302 (hereinafter “LOOP”). The website is operated
by LOOP at www.loopmarket.com (the “Website”). Please read these terms of service agreement (the
“Terms of Service” or “Terms and Condition” or “Agreement”) carefully.
The term “you” and “your” refer to the individual or legal entity, as applicable, identified as the User
when you registered on the Website. The term “we” and “us” and “our” refer to LOOP.
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 by users of the
website (“Users”), clicking on the “I agree with terms of conditions” button, completing the registration
process, and/or browsing the website, you represent that:
(1) you are of legal age to form a binding contract with LOOP;
(2) you have read, understand, and agree to be bound by this Terms and Conditions; and
(3) you have the authority to enter into this Agreement personally or on behalf of the company
you have named as the seller, and to bind that company to the Agreement.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS
WEBSITE OR THE SERVICES.
The Terms of Service includes, among others, clauses that state that you agree that:
(1) LOOP has no liability regarding the Services;
(2) the Services are provided “as is” and without warranty;
(3) you release LOOP from liability based on claims between Users and generally;
(4) you indemnify LOOP for your use or inability to use the Services; and
(5) the remedies that may be available to you in the event of a dispute are limited by this Agreement.
In addition, the Terms and Conditions include a class action waiver and a waiver of jury trials, and
requires binding arbitration on an individual basis to resolve disputes.
The Agreement is subject to change by LOOP in its sole discretion at any time. When changes are made,
LOOP will make a new copy of the Terms of Service available at the Website and update the “Last
Updated” date at the top of the Terms of Service. If we make any material changes, and you have
registered with us to create an Account, we will also send an email to you at the last email address you
provided to us pursuant to the Agreement. Any changes to the Agreement will be effective immediately
for new Users of the Website and the Services (collectively, the “LOOP Properties”) and will be effective
thirty (30) days after posting notice of such changes on the Website. LOOP may require you to provide
consent to the updated Agreement before use of the LOOP Properties is permitted. If you do not agree
to any change(s) you shall stop using the LOOP Properties. Otherwise, your continued use of the LOOP
Properties constitutes your acceptance of such change(s).
USERS SHALL REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.
in the present Agreement.
• “Buyer”: means a Member who has indicated his/her acceptance of an offer from a Seller on the
• “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 this Agreement below.
• “Member”: means any person or company that registers on the Website.
• “Product” means an electronic product which has been put up for sale on the Website by a
Seller. The Product must be compliant with the Seller Agreement and 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.
• “User”: means any person or company using the Website.
• “User Content”: means any content provided by a Member on our 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 the Website through the LOOP payment system and
has been credited with the sale amount; (b) for the Buyer, when available, the money reserve
available on the account of a Buyer who has made at least one purchase on the Website
through the LOOP 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.
3.1. 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.
3.2. The actual sale contract is directly between the Seller and the Buyer. LOOP does not act as a
3.3. While LOOP may provide pricing and guidance in our Services, such information is solely
3.4. LOOP is not a party to any transaction between Members. We do 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
3.5. LOOP makes no representations about the suitability, reliability, timeliness or accuracy in
public, private or offline interactions. Although LOOP may provide background checks, we
cannot confirm that each Seller is who it claims to be.
3.6. LOOP does not assume any responsibility for the accuracy or reliability of this information or
any information provided through the Services.
3.7. When interacting with other Users 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.
3.8. Neither LOOP nor its affiliates or licensors is responsible for the conduct, whether online or
offline, of any User. 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.
3.9. 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 buy 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
4. LOOP role and responsibilities
4.1. LOOP offers Members community tools allowing them to hold a dialogue with other Members
and exchange information about their common interests.
4.2. LOOP on one side and each Member on the other side are independent parties, each acting on
its own behalf and on its own account.
4.3. 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.
4.4. 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 our 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.
4.5. Without prejudice to the foregoing, LOOP reserves the right to participate in the promotion of
the Products uploaded on the Website 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 LOOP 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.
4.6. 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 and quality of a Member may be different from those displayed on the
Website. Each User should exercise caution and apply common sense when using the Website
and the Services.
5. Buyer registration
5.1. Before accessing the Services, Buyer must register and open an account on the Website.
5.2. Registration is only authorized for legal entities and for natural persons over the age of 18 who
have the capacity to accomplish legal acts. Registration of a legal entity can only be carried out
by a person duly authorized to represent the entity, which must be named.
5.3. Any person who registers as a Buyer on the Website agrees to provide accurate, full and up-todate
information that may be necessary for finalizing and maintaining registration on the
Website, in particular, nut not limited to, a valid email address.
5.4. Buyer also agrees to update his/her account and make any modifications to his/her information
5.5. Buyer will be solely responsible for the possible consequences of providing untruthful, invalid
or erroneous information to LOOP or to another Member.
5.6. To register, Buyer must choose a username (which might be an email address and/or a
pseudonym) and a password.
5.7. Buyer agrees not to register a username that could infringe a third party’s rights. In particular,
Buyer will not use a username which infringes the copyrights, brands, company name or store
name of a third party.
5.8. Registration of a Buyer on the Website allows him/her to create a unique account through
which he/she can access the Services available through the Website.
5.9. The username and the password of the Buyer are strictly personal and the Buyer agrees to keep
them confidential. Only the registered Buyer is authorized to use the Services with his/her
username and password and Buyer agrees that he/she will not allow access with his/her
username and password by any other person. The use of the Buyer’s username, associated with
his/her password, results in a presumption that the Buyer himself/herslef is accessing and using
5.10. Buyer agrees to inform LOOP without delay by sending an email to
firstname.lastname@example.org if and when he/she becomes aware that a third party has accessed
5.11. Buyer agrees to create and use only one account. Any exception to this rule will require
an explicit request from Buyer and an explicit written authorization by LOOP. The action of a
Buyer creating or using more than one account at any point in time under one's own identity or
the identity of a third party without having requested and obtained written authorization from
LOOP may lead to immediate suspension of Buyer’s accounts and of all the associated services.
6. User content
6.1. Buyer 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.
6.2. Buyer is solely responsible for his/her 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
6.3. You acknowledge and agree that LOOP has no obligation to pre-screen Content (including, but
not limited to, your User Content and other User Content)
6.4. You also acknowledge and agree that LOOP has the right in its sole discretion to pre-screen,
refuse or remove any Content.
6.5. 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
6.6. 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.
6.7. 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 Terms of Service and is of the same value as the requested sum of
• 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 the 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 third party;
• that breaches any applicable law or regulation and/or any contractual clause that is binding on
• that may undermine our feedback or ratings systems.
6.8. You agree not to 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. You agree not to use 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.
6.9. 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.
6.10. 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.
6.11. 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.
6.12. If you become aware that Forbidden Products are put up for sale on the Website, you
agree to inform LOOP immediately by email at the following email address:
6.13. 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.
6.14. 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 violation 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.
6.15. You are solely responsible for your interactions with other Users of 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 such
6.16. 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
6.17. Each Member agrees not to list and offer for sale on the Website any Forbidden
Products, and particularly 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 Intellectual Property Code, 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, cosmetics and personal hygiene products, childcare
articles, textile articles, and articles made of leather or imitation leather);live animals;
medicines, drugs or articles that may incite the use of narcotics and/or; products which may
constitute in themselves and/or through their presentation an infringement in the instance of
the defamatory, discriminatory, pornographic, hateful, vulgar, obscene, harmful or otherwise
objectionable nature of the product or its presentation.
7. Buyer obligations
7.1. Buyer can only create one account on the Website. Creating an account on a Website allows
him/her to buy Products on the Website.
7.2. Buyer agrees to comply with all applicable laws and regulations relating to the purchase of
7.3. After having chosen his/her Product(s), the Buyer must check the order details, the price, fill in,
if necessary depending on the payment means chosen, the information allowing the payment
of the Product and correct any possible errors before confirming the order to express
7.4. From the moment the Buyer places a Product order through the Services on the Website, Buyer
accepts that his/her surname and first name, as well as the delivery address, and phone
number, if provided, may be communicated to the Seller.
7.5. Orders placed by Buyer are independent from one another. If one or more orders have not
been accepted by the Seller(s) in question, Buyer's other orders are not invalidated and are
binding on Buyer. Consequently, the fact that one or several Products ordered from one or
several Sellers are unavailable does not constitute grounds for cancelling all the ordered
Products, as Buyer is bound by the order of the other available Product(s).
7.6. As soon as he/she receives the ordered Products, Buyer will confirm delivery. In the absence of
product delivery, Buyer will register a complaint. If, at the end of 21 days beginning from the
date of shipping of the order, no confirmation or complaint has been received, the transaction
is deemed to be completed. The transaction is also deemed to be completed from the moment
Buyer confirms it.
8. Sale transaction
8.1. To buy a Product on the Website, you must either already be registered as a Member, or
register as a Member at the time of purchase.
8.2. The payment means available on the Website are the following: American Express, Apple Pay,
Discover, GPay, Mastercard, Visa.
8.3. The sale is concluded between the Buyer and the Seller immediately on finalization by the
Buyer of his/her order on the Website, provided that the Seller confirms within one business
day the possibility of fulfilling the order. If the time span has elapsed without confirmation, the
order may be cancelled by LOOP and the Buyer refunded its purchase price.
8.4. As soon as Buyer has finalized his/her order on the Website, an order confirmation will be sent
to Buyer and the Seller. Buyer will then see, depending on his/her payment method, the total
amount of his/her order debited within a maximum of seven (7) days. Notwithstanding the
foregoing, Buyer agrees that the time periods mentioned above may be delayed due to security
checks performed by LOOP and / or by its payment partners.
8.5. The Products available on the Website can only be shipped to the 48 contiguous states of the
United States. 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 Buyer
accordingly, indicating to the latter the shipping date or the estimated time for delivery. If the
order is shipped as a recorded delivery parcel, the Seller also agrees to indicate the tracking
number on his/her account. The ordered Products are shipped and delivered at the expense
and risk of the Seller.
8.6. When shipping the order, the Seller must confirm correct shipping by providing the parcel
tracking number corresponding to the order to the Buyer.
8.7. The order can be tracked at any time on the Website by Buyer, through his/her account. Once
the order has been delivered, Buyer can rate the transaction through the review system
available on the Website.
8.8. The Buyer's bank details are encrypted by means of the SSL protocol. LOOP does not therefore
store the Buyer's bank details at any time. In case of change or additional payment partners,
LOOP will obtain a commitment from such payment partners to comply with the above security
9. Customer support and warranties
9.1. Complaints by Buyer should be sent directly to the Seller through his/her account on the
Website. The Buyer and the Seller will each be able to follow the procedure from their
respective accounts and they will have access to an alert system in their order tracking. The
transaction is deemed closed once Buyer confirms 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 Buyer has sent a complaint.
9.2. The Buyer and the Seller will make every effort to achieve a satisfactory resolution of the
9.3. In case of a complaint linked to a non-compliant Product or to the exercise of the right of
withdrawal, Buyer agrees to return the Product to the Seller. In particular, Buyer agrees to pack
the Product appropriately and to take all the usual precautions for its transport as well as
remove all personal data and passcodes.
9.4. A Buyer having paid for a Product by via the Website's secure payment system will be able to
receive a refund via the same means of payment, or if not possible, on his/her Virtual Wallet,
provided that the credit of the Seller's Wallet is sufficient. In case of a refund on the Virtual
Wallet, the Buyer will be able to use his/her Virtual Wallet to make other purchases on the
Website or may at any time request that the amount on his/her Virtual Wallet be transferred to
his/her payment method.
9.5. 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. LOOP expressly disclaims 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.
9.6. LOOP makes 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 the use of the LOOP Properties will be
accurate or reliable; or (4) any errors in the LOOP Properties will be corrected.
9.7. 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.
9.8. 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.
9.9. No advice or information, whether oral or written, obtained from LOOP or through the LOOP
Properties will create any warranty not expressly made herein.
9.10. You acknowledge and agree that LOOP is not liable, and you agree not to seek to hold
LOOP 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.
9.11. LOOP makes no warranty that the Products provided by Sellers will meet your
requirements or be available on an uninterrupted, secure, or error-free basis. LOOP makes no
warranty regarding the quality of any such goods, or the accuracy, timeliness, truthfulness,
completeness or reliability of any User Content obtained through the LOOP Properties. We are
not involved in the actual transaction between Buyers and Sellers. While we may help facilitate
the resolution of disputes through various programs, we have no control over and do not
guarantee the quality, safety or legality of items advertised, the truth or accuracy of Users’
content or listings, the ability of Sellers to sell items, the ability of Buyers to pay for item, or
that Buyer or Seller will actually complete a transaction or return all items.
9.12. LOOP does not transfer legal ownership of items from the Seller to the Buyer. N.Y.
U.C.C. §2-401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership
between the Buyer and the Seller, unless the Buyer and the Seller agree otherwise. Further, we
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 our control.
Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and
9.13. 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 users of the LOOP properties. 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.
10. 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, we 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
LOOP provides these links to 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 our
Website, our 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
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 in writing authorization from LOOP. The LOOP authorization will, under
no circumstances, be granted definitively. The link must be deleted when this is requested by
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 User
post or publish User Content on the LOOP Properties, you represent that you own and/or have
a royalty-free, perpetual, irrevocable, worldwide nonexclusive 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 the submission of any ideas, suggestions, documents, and/or proposals
to LOOP through its suggestion, feedback, wiki, forum, blog or similar pages (“Feedback”) 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 sublicense 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 reviews of certain Users.
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
User. You agree that LOOP is not liable for any User generated Content
12. Compliance with the law
12.1. Each Member 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 soliciting 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
13. Agreement term
13.1. This Agreement will continue for an indefinite period of time and can be terminated at
any time by you or by LOOP, without particular reason, by notification which can be given by
email or through the Services. Any termination will take effect at the end of the month
following the one during which the notification was sent.
13.2. Without excluding other legal remedies, LOOP reserves the right to issue a warning, to
temporarily or permanently suspend Buyer’s registration, to end Buyer’s registration
immediately and/or to stop providing its Services to Buyer in the following cases:
• in case of breach of the present Agreement, including the documents which are incorporated by
• if LOOP is unable to verify or authenticate the information provided, and Buyer does not
respond to verification and/or authentication requests;
• if the actions of Buyer could engage the responsibility of LOOP, that of Buyer, or that of any
13.3. In case of termination, Buyer’s account will be deactivated. Buyer will have to request
the transfer to his/her account of the remaining balance which might be present in his/her
Virtual Wallet before the effective date of termination. In such case, Buyer agrees to provide to
LOOP the documents required by the payment service provider for anti-money laundering
13.4. If Buyer wishes to remove his/her account, he/she must send his/her request to the
13.5. If the Virtual Wallet of a Buyer who wishes to remove his/her account has a positive
balance, the Buyer must request the transfer of this amount to his/her payment method when
he/she makes the account removal request.
13.6. LOOP will remove the account of Buyer at Buyer’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 and/or warranties.
14. LIMITATION OF LIABILITY
14.1. 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.
14.2. 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.
14.3. 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
14.4. User Content. LOOP PARTIES ASSUME 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
14.5. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
15. General provisions
15.1. The relationship between LOOP and its Members is solely that of independent
contractors. Nothing in this Agreement creates any agency, joint venture, partnership or other
form of joint enterprise, employment or fiduciary relationship between LOOP and Buyer.
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 obligations 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
15.2. 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 a User of the Website.
15.3. 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 3 days after the sending of the letter.
15.4. 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 e-mail. 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.
Including but not limited to your rights under the Electronic Signatures in Global and National
Commerce Act, 15 U.S.C. §7001 et seq.
15.5. 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.
15.6. 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.
15.7. Questions, Complaints, Claims. If you have any questions, complaints or claims with
respect to the LOOP Properties, please contact us at: email@example.com. We will do our
best to address your concerns. If you feel that your concerns have been addressed
incompletely, we invite you to let us know for further investigation.
15.8. Dispute Resolution.
15.8.1. 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.
15.8.2. 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: Legal Department, LOOP, 1919 14th Street, Suite 700,
Boulder CO 80302. 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.
15.8.3. 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. 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 (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
15.8.4. 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.
15.8.5. 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.
15.8.6. 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.
15.8.7. 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 be
resolved by a judge.
15.8.8. 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.
15.8.9. Confidentiality. 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.
15.8.10. Severability. 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.
15.8.11. 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.
15.8.12. Survival of Agreement. This Arbitration Agreement will survive the termination
of your relationship with LOOP.
15.8.13. Small Claims Court. Notwithstanding the foregoing, either you or LOOP may
bring an individual action in small claims court.
15.8.14. 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.
15.8.15. 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, NY,
for such purpose.
15.9. 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.
15.10. Governing Law. The Agreement and any action related thereto will be governed and
interpreted by and under the laws of the State of Kansas, consistent with the Federal
Arbitration Act, without giving effect to any principles that provide for the application of the
law of another jurisdiction.
15.11. Notice. Where LOOP requires that you provide an e-mail address, you are responsible
for providing LOOP with your most current e-mail address. In the event that the last e-mail
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: firstname.lastname@example.org. Such notice shall be deemed given when
received by LOOP by letter delivered by nationally recognized overnight delivery service or firstclass
postage prepaid mail at the above address.
15.12. 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
15.13. 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.
15.14. 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 and (ii) you are not listed on any U.S. Government list of
prohibited or restricted parties. 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.
15.15. Consumer Complaints. You may report complaints to the Kansas Attorney General
Consumer Protection. Information can be found at this address:
15.16. 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.