Terms of Service Agreement

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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.

1. Introduction

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

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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.

The document entitled “Privacy Policy” is also available on the Website and is incorporated by reference

in the present Agreement.

2. Definitions

• “Buyer”: means a Member who has indicated his/her acceptance of an offer from a Seller on the

Website.

• “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. Services

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

consignee.

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3.3. While LOOP may provide pricing and guidance in our Services, such information is solely

informational.

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

Users.

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

Agreement.

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.

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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

without delay.

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

the Services.

5.10. Buyer agrees to inform LOOP without delay by sending an email to

support@loopmarket.com if and when he/she becomes aware that a third party has accessed

his/her account.

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

put online.

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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

communications.

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

money;

• 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

the Member;

• 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.

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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:

support@loopmarket.com.

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

communications.

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

risk.

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

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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

Products.

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

acceptance.

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

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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

standards.

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

complaint.

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

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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

conditions.

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

Websites.

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

party.

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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 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

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 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

infractions.

13. Agreement term

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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

reference;

• 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

other Member.

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

purposes.

13.4. If Buyer wishes to remove his/her account, he/she must send his/her request to the

address: support@loopmarket.com.

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.

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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

ADDITIONAL RIGHTS.

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

SETTINGS.

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

third party.

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.

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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: support@loopmarket.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

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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

Provider.

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

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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: support@loopmarket.com. 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

occasion.

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.

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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:

https://www.kansaslegalservices.org/node/84/kansas-attorney-general-consumer-protection.

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.

 

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