Last Updated: March 21, 2019
These Terms of Service (these “Terms”) are between you, Loop Commerce, Inc. (“Loop”), and Synchrony Bank (“Bank”) and apply to your access to and use of Loop’s online products and services described in these Terms (collectively, the “Service”). These Terms do not change the terms or conditions of any other written agreement you may have with Loop or the Bank. If you are using the Service on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on the entity’s behalf and that the entity agrees to be responsible to Loop and/or the Bank if you violate these Terms.
THESE TERMS CONSTITUTE AN ENFORCEABLE AGREEMENT BETWEEN YOU AND LOOP. PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, CONDITIONS, AND RESTRICTIONS SET FORTH IN THESE TERMS, LOOP DOES NOT GRANT YOU THE RIGHT TO USE THE SERVICE.
For purposes of these Terms, “Loop,” “us,” “we,” or “our” refers only to Loop and its assigns and does not include the Bank. “You” or “your” refers to any person who accesses or uses the Service.
2. ELIGIBILITY; PROFILE INFORMATION
You must be at least 13 years old to access and use the Service. If you are between the ages of 13 and 18 years old, you may use and access the Service only under the supervision of your parent or guardian who has agreed to be bound by these Terms. To access certain areas and features within the Service, you may be required to provide certain information to Loop. All information that you provide must be accurate, truthful, current, and complete. You accept all risks of unauthorized access and use relating to your use of the Service and will notify us promptly if you discover or suspect any unauthorized access or use.
3. DESCRIPTION OF THE SERVICE
(a) A Great Way to Give
The Service is a platform that allows a person (the “Gift Sender”) to buy a gift for another person (the “Gift Recipient”) from a participating merchant (each a “Merchant”). These terms apply to you as a Gift Sender or as a Gift Recipient.
Each Merchant website offering the Service (each a “Merchant Site”) provides the ability to e-gift: (i) products from such Merchant’s online catalog (each a “Product”); or (ii) the merchant’s gift card using the Service. The Gift Sender may select one or more Products for the Gift Recipient (we’ll call such Product the “Suggested Gift”) and the Service will process the payment or enable the merchant to process the payment.
The Gift Sender will pay an amount, as described below, for the Suggested Gift or a gift card (a “Payment”) by using a payment method offered by the Merchant (e.g., a credit card) (“Payment Method”). The Payment should appear on the Gift Sender’s periodic statement (if any) using the name of the Merchant or as “www.giftchrg.com [Merchant name]”. Upon Payment, the Merchant issues value redeemable by the Gift Recipient (and as otherwise described herein) at such Merchant in the amount of the Payment (“Gifted Value”). When a Gift Recipient uses the Gifted Value to select a Product for the Merchant to provide, that Product is called the “Gift”.
The Gifted Value purchased by the Gift Sender is purchased pursuant to the terms of sale posted at the Merchant Site (the “Merchant Terms”). The Gifted Value in connection with a gift card is simply the dollar value of the gift card. If the Sender has chosen a Suggested Gift, the Gifted Value is equal to the price of the Suggested Gift at the time of the Payment plus estimated taxes, shipping costs and other fees taking into consideration information provided about the Gift Recipient by the Gift Sender. Although in most cases Loop will estimate such additional amounts (the “Payment Cushion”) for each Gift, Loop does not warrant that any suggested Payment Cushion amounts will accurately reflect the actual tax, shipping costs, and other fees assessed on the redemption of the Suggested Gift. Such costs are set forth by the Merchant under the Merchant Terms, and Gift Recipient may be responsible for any amount of such costs in excess of the Payment Cushion.
(b) The Bank and Your Payment
The Bank’s sole role in the Service, and sole obligation to you under these Terms, is to accept, and transfer funds in connection with, any Payment you make in connection with the Merchant’s issuance of the Gifted Value.
(c) Notifying Gift Recipient
The Service will offer the Gift Sender one or more mechanisms to provide the Gift Recipient notice that the Gift Recipient has received Gifted Value from the Gift Sender (“Gift Notice”) which may include email and/or social media communications. Depending on how the Gift Sender chooses to provide the Gift Notice, the Gift Sender may be required to enter contact information for the Gift Sender and/or the Gift Recipient. The Gift Sender acknowledges that any person with access to the Gift Notice or the Gifted Value may be able to redeem the Gifted Value, regardless of whether Gift Sender intends such person to receive the Gift Notice or the Gifted Value. Loop is not responsible for any incorrect contact or other information provided by the Gift Sender. If Loop is informed that the contact information provided by the Gift Sender is invalid (e.g., email to the Gift Recipient is returned undeliverable), Loop will make reasonable efforts to contact the Gift Sender to obtain updated contact information to resend the Gifted Value.
(e) Cancelling the Gifted Value Transaction
The Gifted Value transaction may be cancelled for the following reasons: (i) by the Gift Sender at any point before the Gifted Value is redeemed by the Gift Recipient; (ii) by Loop, the Bank, or the Merchant as permitted by law, this Agreement, or Merchant Terms or in order to prevent fraud or money laundering or other illegal uses of the Service or uses that pose excessive legal, financial or security risk to Loop or its suppliers; (iii) by Loop acting on behalf of the Gift Sender, the Bank, Merchant, or Gift Recipient for the purposes set forth in this provision, or (iv) as otherwise required or permitted by law Upon cancellation of the Gifted Value, the Service will notify the Gift Sender and, if appropriate, the Gift Recipient of the cancellation and will notify the Merchant to refund the Gift Sender’s original Payment Method for the appropriate amount. We reserve the right to charge a fee [not to exceed the greater of $5 or 5% of the transaction] to the Gift Sender if Gift Sender cancels the transaction, and such fee, if any, will be disclosed to Gift Sender at time of cancellation request.
Loop may deem a Gift to be rejected by the Gift Recipient if it is not formally accepted within two weeks of Gift Notice. Loop reserves the right, but not the obligation, to cancel a rejected Gift and reverse Payment less a fee as described above.
The Gift Sender may not use the Service to purchase any Gifted Value with an aggregate value of greater than $2,000 on any single day. Some Merchants might have a lower daily and/or transactional limitation.
(g) The Merchant’s Responsibilities
You understand that any stored value product issued in connection with the Service (e.g., the Gifted Value) is issued by the Merchant. You agree that the Merchant (and not Loop, Bank, or any other party) is solely responsible for any and all Merchant Terms or other terms and conditions relating to Gifts, including, without limitation, the following: (i) Products provided by the Merchant, including price, advertising, providing accurate names, descriptions, and pictures, fulfilling and shipping all orders for Products made by the Gift Recipient, etc.; (ii) escheat and any unclaimed property issues regarding Products purchased or Merchant gift cards; (iii) complying with applicable federal, state, and local laws and regulations, including those regulating gift cards, gift certificates, stored value, and prepaid access issued by Merchants or any other third party; (iv) returns, exchanges, defects, and any other issues regarding Products; and (v) redeeming Gifts directly if your access to the Service has been suspended or terminated or you are otherwise unable to use the Service. Any questions or issues regarding payment card charges, order or shipment errors, returns, exchanges, defects or problems with the products or services provided by the Merchant, or any other issues that are the responsibility of the Merchant should be directed to the Merchant, not Loop. Any return or exchange of Product will be subject to the Merchant’s then-current return process or policy and Merchant Terms and any accepted returns will result, as applicable, in a credit with or refund from the Merchant.
4. USE OF THE SERVICE
Loop reserves all rights not expressly granted in these Terms. Except for the license in these Terms below, you are not granted any rights in or to the Service by implication, estoppel, or other legal theory, and all rights in and to the Service not expressly granted in these Terms are hereby reserved and retained by Loop. All information, materials, and content including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content (collectively “Loop Material”) is owned by Loop or its licensees. This Loop Material is protected in all forms, media, and technologies now known or later developed.
Subject to these Terms, Loop grants you a non-exclusive, non-transferable, revocable license to use the Service (including any Loop Materials therein) solely for use in order to access the Service provided. This license will govern any upgrades provided by Loop that replace or supplement the original Service, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern. We reserve the right to terminate such license at any time and for any or no reason.
You are solely responsible for your conduct (and the conduct of anyone who uses the Service on your behalf or with your permission in connection with Gifts you have sent or received) with respect to the Service, which you use at your own risk. Except as expressly permitted in writing by us, you will not do, and will not permit any third party to do, any of the following in connection with the Service:
If you violate any of the foregoing restrictions, your right to use of the Service will stop immediately and automatically, and you will have infringed the copyright and other rights of Loop, which may subject you to prosecution and damages.
(D) USER CONTENT
The Service may include interactive areas or services, such as forums, chat rooms, message boards, online hosting, storage services, or other areas or services, in which you or other users may create, post, or store content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code, or other items or materials (“User Content”). User Content is publicly viewable. Loop reserves the right, but does not have the obligation, to remove, screen, or edit any User Content posted or stored on the Service at any time and for any reason without notice. You will not (and will not allow or authorize any third party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the Service any of the following:
You are solely responsible for creating backup copies of and replacing your User Content at your sole cost and expense. By submitting or posting User Content, you hereby grant to Loop a non-exclusive, transferable, royalty-free, perpetual, irrevocable, sublicensable right to use, reproduce, modify, adapt, publish, translate, sell, create derivative works from, distribute, perform, and display the User Content, and your name, company name, location, and any other information you submit with the User Content, in connection with the Service. The use of your or any other user’s name, likeness, voice, or identity in connection with the Service does not imply any endorsement thereof unless explicitly stated otherwise.5. FEEDBACK
Any suggestions, comments, or other feedback you provide regarding Loop or the Service will constitute our confidential information. We are free to use, disclose, reproduce, license, distribute, and exploit this feedback as we see fit without obligation or restriction of any kind.6. THIRD-PARTY ADVERTISING / LINKS
Loop’s name, Loop and Loop Commerce trademarks, Loop’s logos, and any other Loop product, service name, or slogan included in the Service are trademarks of Loop and may not be copied, imitated, or used (in whole or in part) without Loop’s prior written permission. The look and feel of the Service, including all custom graphics, button icons, and scripts are the service marks, trademarks, or trade dress of Loop and may not be copied, imitated, or used (in whole or in part) without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Service (“Third Party Trademarks”) are the property of their respective owners, and the use of such Third Party Trademarks inures to the benefit of each owner. The use of such Third Party Trademarks is intended to denote interoperability and does not constitute an affiliation by Loop and its licensors with such company or an endorsement or approval by such company of Loop or our licensors or our respective products or services.
8. COPYRIGHT POLICY
Loop Commerce, Inc. Attn: Copyright Agent 611 Santa Cruz Av., Menlo Park, CA 94025 firstname.lastname@example.org
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Loop or the alleged infringer as the result of Loop relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
9. CHANGES TO THESE TERMS OR THE SERVICE
Loop reserves the right to change any of the terms, conditions, and restrictions set forth in these Terms, or any policy or guideline of the Service, at any time at Loop’s discretion by posting the changes via the Service. Additional notice may be provided by sending an email to you or by such other form of notice as determined by Loop. Changes will only become effective at the end of the 30-day period commencing upon the posting of the changes via the Service (“Notice Period”). If you disagree with any changes, you must stop using the Service within the Notice Period. Your use of the Service after the Notice Period constitutes your acceptance of the changes. We recommend that you review these Terms whenever you access the Service and at least every 30 days to make sure that you understand the terms, conditions, and restrictions that will apply to your use of the Service.
Loop reserves the right at Loop’s discretion to review, improve, change, or discontinue (temporarily or permanently) the Service or any features, information, materials, or content on the Service without notice to you. Loop will not be liable to you or any third party for any changes or discontinuance of the Service or any portion of the Service.
10. SUSPENSION OR TERMINATION
We reserve the right to suspend operation of the Service for any reason and without prior notice, provided that such suspension will not interfere in settlement of Payments already accepted by Merchants either directly or through Loop as its agent.
Loop may suspend or terminate your license to access or use the Service for any reason without notice at Loop’s discretion. You will stop accessing or using the Service immediately if Loop suspends or terminates your license to access or use the Service. Loop reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Service during suspension or after termination. Loop may recover its reasonable attorneys’ fees and court costs from you for such actions. These Terms will remain enforceable against you while your license to access or use the Service is suspended and after it is terminated. Except for the license to you to access and use the Service, all of the terms, conditions, and restrictions set forth in these Terms will survive termination of these Terms.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LOOP DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, THE SERVICE, GIFTS, THE MERCHANTS, THE LOOP MATERIAL, AND THIRD PARTY TRADEMARKS WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT LOOP KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, or IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. LOOP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.
You will defend, indemnify, and hold harmless Loop, Bank and their respective Affiliates and their respective directors, officers, employees and agents from any and all liability, claims or causes of action (known or unknown) arising from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to your conduct with respect to the Service or your violation (or alleged violation) of these Terms or the rights of any third party.
13. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL LOOP OR BANK BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, GIFTS, THE LOOP MATERIAL, OR THIRD PARTY TRADEMARKS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF LOOP OR BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE THEY REQUIRE YOU Loop and the BANK TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.
You, Loop and/or the Bank will arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Service, except that neither you nor Loop/Bank is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU AND Loop/Bank FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Loop/Bank will notify each other of any dispute within 30 days of when it arises and attempt informal resolution before any demand for arbitration. Arbitration will be conducted confidentially by phone or at a location reasonably convenient to the parties, by a single arbitrator in accordance with the rules of the American Arbitration Association (AAA) or JAMS (or their successors). Except as expressly provided in these Terms, the arbitrator has the authority to grant any remedy that would otherwise be available in court (but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim). This Arbitration Section is governed by the Federal Arbitration Act (“FAA”). The arbitrator will render a confidential written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal, except for any appeal right under the FAA. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. Loop and/or Bank will always pay arbitration costs required by the administrator’s rules or that are necessary for this Arbitration section to be enforced.
NO CLASS ACTIONS. To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE APPLICATION, AND NO PARTY will commence against the other a class action, class ARBITRATION, private attorney general action or other representative action or proceeding, either as a CLASS REPRESENTATIVE or class MEMBER.
You can choose to reject this agreement to arbitrate (“opt out”) by sending Loop a written opt-out notice (the “Opt-Out Notice”) to email@example.com within 30 days after the date you accept these Terms for the first time. The Opt-Out Notice must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of this agreement to arbitrate. If you opt-out of this agreement to arbitrate, all other parts of these Terms will continue to apply.
15. VENUE; GOVERNING LAW
The state and federal courts located in New York, New York, will have exclusive jurisdiction over any suit in connection with the Service or these Terms that is not subject to arbitration, and you and Loop hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and your access to or use of the Service will be governed by, construed in accordance with, and enforced under the laws of the State of New York, without resort to its conflict of law provisions.
Except as otherwise expressly elsewhere in these Terms, there will be no third party beneficiaries to these Terms. Enforcement of these Terms is solely at Loop’s discretion, and failure to enforce any part of these Terms in some instances does not constitute a waiver of Loop's right to enforce the same or other part of these Terms in other instances. As used in these Terms, “including” means “including (without limitation).” The section headings of these Terms are for reference purposes only and will not affect the meaning or interpretation of these Terms. If any provision of these Terms is or becomes unlawful, void, or otherwise unenforceable (including the warranty disclaimers and liability limitations set forth above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect.
17. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 611 Santa Cruz Av., Menlo Park, CA 94025.
If you have any questions regarding the use of the Service, please email Loop at firstname.lastname@example.org.
© Copyright Loop Commerce, Inc. 2015-2019.