a. "Aggregate Data" means any data that is derived or aggregated in deidentified form from (i) any Merchant Materials; or (ii) Merchant's and/or its Authorized Users' Use of the Subscription Services.
b. "Authorized Users" means Merchant's employees, contractors, representatives, or agents authorized to access and use the Subscription Services on Merchant's behalf to manage End User events. Authorized Users do not include End Users.
c. "Company IP" means the Subscription Services, underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes, Documentation, Aggregate Data, and all improvements, modifications, or derivative works, along with all intellectual property rights in and to any of the foregoing.
d. "Documentation" means manuals, training materials, specifications, and similar materials provided by Company to Merchant relating to the Subscription Services, which may be updated upon notice to Merchant.
e. "End Users" means end users of the Sites, including Merchant's customers and potential customers.
f. "Licensed Volume" means the usage limits for the Subscription Service specified in the Order Form, including limits on Authorized Users, transactions, returns, shipments, orders, or other metrics. Usage exceeding Licensed Volume may trigger tier upgrades or overage fees per Section 3(b).
g. "Merchant Materials" means information, data, and content provided by Merchant or End Users through the Subscription Services, excluding Aggregate Data and Company IP.
h. "Order Form" means (i) a mutually executed order form, (ii) a purchase order accepted by Company in writing, or (iii) a quote issued by Company and accepted by Merchant, which references this Agreement and specifies the Subscription Services.
i. "Sites" means Merchant's ecommerce websites, mobile applications, online stores, marketplaces, and platforms where Subscription Services will be integrated, including third-party platforms where Merchant maintains a presence.
j. "Subscription Services" means Company's proprietary technology platform described in the applicable Order Form.
k. "Use" means to use and access the Subscription Services according to this Agreement and Documentation, including making the Subscription Services available to End Users via the Sites.
a. Services. Company will provide the Subscription Services to Merchant according to the Order Form, this Agreement, and the Licensed Volume limitations.
b. Right to Use the Subscription Services. Company owns all rights to the Subscription Services and Documentation. Subject to Merchant's compliance with this Agreement, Company grants Merchant a limited, non-exclusive, non-transferable (except pursuant to section 12(c)) right to Use the Subscription Services according to the Licensed Volume during the Term. Company retains all rights not expressly granted. Any intellectual property created during the Term vests solely in Company, and Merchant assigns any rights it may have in such property to Company.
c. Use Restrictions. Merchant will not and will not permit anyone to: (i) copy, modify, or create derivative works of the Subscription Services; (ii) reverse engineer or attempt to access any software component; (iii) sell, resell, distribute, or allow unauthorized use; (iv) use the Subscription Services to violate laws or third-party rights; or (v) access or search the Subscription Services except through Company-provided interfaces.
d. Authorized Users. Merchant may permit Authorized Users to Use the Subscription Services provided they comply with this Agreement. Company may suspend or terminate any Authorized User who violates this Agreement. Merchant is responsible for all acts by its Authorized Users and End Users' use via the Sites.
a. Fees and Payment. Merchant will pay the non-refundable fees specified in the Order Form, including applicable taxes and third-party service costs. Unless otherwise specified, Merchant will be enrolled in automatic billing with payments in the currency specified on the Order Form. Payment may be made via ACH (U.S. bank accounts only) or credit card (subject to a 2.9% convenience fee). Merchant remains responsible for all fees if payment cannot be processed.
b. Volume Adjustments. If Merchant exceeds Licensed Volume limits and the Order Form includes pre-defined volume tiers, Company will automatically move Merchant to the appropriate higher tier effective the following billing cycle. If no pre-defined tiers exist or volumes exceed the highest defined tier, overage fees will apply at the specified rates. If volume exceeds the highest pre-defined tier, either party may request to negotiate additional volume tiers in good faith.
c. Service-Specific Fees. Each Subscription Service may have specific fee structures detailed in the Order Form, which may include base fees, per-transaction fees, minimum commitments, floor prices, revenue sharing arrangements, and third-party pass-through fees.
d. Taxes. Merchant is responsible for all applicable taxes related to the Subscription Services, including sales, use, excise, and value-added taxes imposed by any government authority, except for taxes on Company's income. Company charges sales tax where required subject to applicable laws based on Merchant’s address on the Order Form. If Merchant is required by law to withhold any taxes from payments to Company, Merchant must pay additional amounts to ensure Company receives the full payment amount as if no withholding occurred.
e. Late Payment. If Merchant fails to pay undisputed fees when due, or fails to pay disputed fees within ten (10) business days after Company's final determination in accordance with section 3(f), late charges will accrue at 1.5% per month (or the maximum legal rate if lower). Company may suspend services until payment is made. Merchant will reimburse Company for collection costs, including reasonable attorneys' fees.
f. Payment Disputes. To dispute an invoice, Merchant must: (i) pay undisputed portions when due; (ii) submit a written dispute notice within fifteen days of receipt with details and documentation. Company will respond within fifteen (15) days, and the parties will work to resolve disputes promptly. Failure to dispute within fifteen (15) days constitutes acceptance.
a. Ownership. Merchant owns and retains all rights to Merchant Materials. Merchant grants Company the right to use and display Merchant's names, logos, and trademarks solely to provide the Subscription Services during the Term. Merchant also grants Company the right to use Merchant Materials to provide, maintain, and improve the Subscription Services.
b. Data Processing. The Parties agree that the terms of the Data Processing Addendum available at https://www.loopreturns.com/legal/dpa (the "DPA") shall govern Company's processing of Personal Data (as defined in the DPA).
a. Mutual Representations. Each Party represents and warrants that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution and performance of this Agreement have been duly authorized and do not violate its organizational documents.
b. Merchant Representations. Merchant represents and warrants that Company's use of the Merchant Materials as permitted under this Agreement will not violate any laws or third-party agreements.
a. Term Length. Except as otherwise set forth in the Order Form, the initial term of this Agreement begins on the Effective Date and remains in effect for the length specified in the Order Form (the "Initial Term") and will automatically renew for additional periods as specified in the Order Form (each a "Renewal Term," and together with the Initial Term, the "Term") unless either Party provides at least sixty (60) days written notice of its intent not to renew the Agreement prior the end of the then-current Term. An annual increase of 6% will occur upon the completion of each Term.
a. Termination for Cause. Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of notice. Company may immediately terminate if Merchant: (i) breaches Sections 2(b), 2(c), or 2(d); (ii) fails to make any undisputed payment within ten days after it's due; or (iii) infringes Company's intellectual property rights of the Subscription Services.
a. Order Form Survival. If an Order Form is terminated (except pursuant to Section 7), other active Order Forms will remain in effect for their current terms.
b. Post-Termination Obligations. Upon termination: (i) both parties will cease using Confidential Information and return or destroy it, except for archived communications; (ii) Merchant's right to Use the Subscription Services will terminate, and Merchant must remove them from its Sites; and (iii) all undisputed fees will be immediately due within ten (10) business days. If Merchant terminates for cause, Company will refund a pro-rata amount of prepaid fees.
c. Survival. Sections 3, 4, 8, 9, 10, 11, and 12 will survive termination.
a. Confidential Information. "Confidential Information" means information provided by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated confidential or reasonably should be considered confidential. The Subscription Services and Documentation are Company's Confidential Information. The Receiving Party will use Confidential Information only to perform its obligations or exercise its rights under this Agreement. Company may use Merchant's Confidential Information in deidentified form for Aggregate Data. The Receiving Party may disclose Confidential Information only to those with a need to know who are bound by confidentiality obligations, or as required by law with prior notice to the Disclosing Party. This Agreement's terms may be disclosed on a confidential basis for due diligence. Personal data is governed by the DPA, not this section.
b. Exclusions. These obligations don't apply to information that: (i) becomes public through no fault of the Receiving Party; (ii) was known to the Receiving Party without confidentiality obligations; (iii) is independently developed without access to Confidential Information; or (iv) is rightfully obtained from a third party without restrictions.
a. Disclaimer. THE SUBSCRIPTION SERVICES AND COMPANY IP ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION.
MERCHANT IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH LAWS REGARDING ITS PRODUCTS AND SERVICES. COMPANY IS NOT RESPONSIBLE FOR THIRD-PARTY CARRIER ERRORS OR OMISSIONS. MERCHANT IS SOLELY RESPONSIBLE FOR ANY GIFT CARD ISSUANCE, INCLUDING COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.
b. Exclusion of Damages. EXCEPT FOR BREACH OF CONFIDENTIALITY, FRAUD, WILLFUL MISCONDUCT, PAYMENT OBLIGATIONS, OR IP RIGHTS VIOLATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF LEGAL THEORY.
c. Total Liability. EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, OR PERSONAL DATA LIABILITY, COMPANY'S TOTAL LIABILITY WILL NOT EXCEED FEES PAID BY MERCHANT TO COMPANY (EXCLUDING PASS-THROUGH AMOUNTS) IN THE TWELVE MONTHS PRECEDING THE CLAIM. FOR PERSONAL DATA LIABILITY, LIABILITY WILL NOT EXCEED TWO TIMES SUCH FEES.
d. Basis of the Bargain. THE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN AND WILL APPLY EVEN IF REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
a. Indemnification by Company. Subject to Section 11(b), Company will defend Merchant against third-party claims alleging that Merchant's Use of the Subscription Services infringes intellectual property rights, and will indemnify Merchant against resulting damages and costs. If Company believes the Subscription Services may infringe, it may at its option: (i) modify them to be non-infringing; (ii) procure rights for continued Use; or (iii) terminate this Agreement and refund prepaid fees for the unexpired portion.
b. Exclusions. Company's obligations under Section 11(a) don't apply to claims arising from: (i) Merchant's breach, negligence, or fraud; (ii) Merchant Materials or Sites; (iii) failure to use updates provided by Company; (iv) modifications by anyone other than Company; or (v) combinations with materials not provided by Company.
c. Indemnification by Merchant. Merchant will defend and indemnify Company against claims that: (i) Merchant Materials infringe third-party rights or violate laws; (ii) arise from Merchant's improper Use of the Subscription Services; (iii) relate to Merchant's products or services; (iv) involve a breach of Section 2(c); or (v) result from Merchant's negligence, willful misconduct, or fraud.
d. Indemnification Procedures. The indemnified party will promptly notify the indemnifying party of claims (allowing sufficient time to respond). The indemnifying party will have exclusive control over defense and settlement, with the indemnified party providing reasonable cooperation at the indemnifying party's expense. The indemnified party may participate at its own expense.
a. Publicity. Subject to Section 9 and the Publicity indicator on the Order Form, each Party may announce their business relationship. If marked "Yes," Company may use Merchant's name and logos to identify Merchant as a customer, following any usage guidelines. If marked "No," Company will not use Merchant's marks without prior written approval.
b. Non-Solicit. During the Term and for one year after, neither Party will knowingly recruit or solicit the other Party's employees or contractors, except for responses to general advertisements or solicitations.
c. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to an acquirer or successor in connection with a merger, acquisition, or sale of substantially all assets. Any other attempted assignment is void. This Agreement binds the Parties and their permitted successors and assigns.
d. Entire Agreement. This Agreement, including exhibits and Order Forms, is the complete agreement between the Parties, superseding all prior agreements on this subject matter.
e. Export Regulation. Merchant will comply with all applicable export laws and obtain any necessary approvals for exporting Subscription Services, software, or Merchant Materials outside the United States.
f. Force Majeure. Neither Party is responsible for failures or delays in performance (except payment obligations) due to causes beyond its reasonable control, including labor disputes, shortages, attacks, telecommunications failures, pandemics, governmental actions, war, terrorism, or acts of God.
g. Governing Law; Jurisdiction. This Agreement is governed by New York law without regard to conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply. Legal proceedings will be brought exclusively in federal or state courts in New York, NY.
h. Notices. Notices must be in writing (email sufficient), reference this Agreement, and be deemed given when: (i) delivered personally; (ii) one business day after deposit with a nationally-recognized express courier; (iii) when sent by email during business hours or the next business day if after hours; or (iv) three business days after being mailed. Notices to Company go to the address in the Order Form with a copy to legal counsel. Notices to Merchant go to the address in the Order Form.
i. Relationship Between the Parties. The relationship is that of service provider and customer. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
j. No Third-Party Beneficiaries. Unless expressly stated, no person or entity other than the Parties and their successors and assigns has rights under this Agreement.
k. Severability. If any provision is held unenforceable, it will be enforced to the maximum extent possible, and the remaining provisions will remain in effect.
l. Non-Exclusive Remedies. Except as stated, exercising any remedy doesn't preclude other remedies.
m. Waiver. Failure to enforce any provision doesn't waive future enforcement. Waivers must be in writing and signed by the waiving Party.
n. Counterparts. This Agreement may be executed in counterparts, including electronic signatures, which together constitute one agreement.
o. Conflict in Terms. If there's a conflict between these Terms & Conditions and the Order Form, the Order Form governs.
p. Vulnerability Reporting and Acknowledgment. Company will acknowledge receipt of any reported data security vulnerabilities within twenty-four (24) hours of receipt of a Submission Form provided in Loop’s Vulnerability Disclosure Program, available at: https://www.loopreturns.com/security/vulnerability-disclosure-policy/#vulnerability-reporting.
q. Updates to Terms. Company may change the terms of this Agreement (including any exhibits or additional terms) from time to time and will post any such changes at https://www.loopreturns.com/legal/terms. Company will inform the Merchant if any such change is material. Material changes will become effective upon at least fifteen (15) days advance notice.
The following modules will apply ONLY if the applicable service is purchased as indicated on the Order Form:
This module applies only if your Order Form specifies that you are receiving the Loop Return Portal software service under an "Offset" Billing Structure or receiving an "Offset" add-on.
A.1. Definitions
a. "Offset Return Service" means an inventory item or configuration which (if included in an End User's checkout order) permits the End User to perform returns/exchanges for eligible items without additional shipping cost through the Loop Return Portal, subject to Merchant's policies.
b. "Offset Purchase Orders" means orders placed by an End User with the Offset Return Service item included.
c. "Non-Offset Purchase Returns" means returns not initiated in connection with an Offset Purchase Order.
d. "Offset Purchase Fee" means fee assessed for the Offset Return Service Item.
e. "Handling Fee" means a fee assessed on End Users when performing a return.
f. "Offset Fees" means collectively any Handling Fee and any Offset Purchase Fee.
A.2. Service Description
The Offset Service enables Merchant to offer End Users the option to purchase an Offset Return Service, allowing them to return eligible items without additional shipping costs through the Loop Return Portal. Merchant remains responsible for outbound delivery logistics, compliance with applicable return policy laws, and payment of Fees for returns/exchanges from orders placed before the Offset Return Service was available.
A.3. Return Policy Requirements
While Merchant is under the Offset Billing Structure, Merchant shall post a return policy and/or warranty policy which, at a minimum:
a. Specifies applicable deadlines for returns/exchanges;
b. Specifies how End Users can identify products not eligible for return/exchange;
c. Permits legally required reimbursement of any Handling Fee when returns must be free by law; and
d. Specifies what is afforded to End Users that purchase Offset Return Service including language substantially conforming to:
"Subject to our return/exchange rules (such as deadlines and final sale rules), if you purchased the Return Service Item, you shall be permitted to send back eligible items contained within that order at no further additional shipping cost through the methods we make available to you. Other non-shipping fees (if any) still apply. If you do not purchase the Return Service, you may still send back purchased items (subject to our rules) by paying any applicable fees that are posted on the date that you initiate your return or exchange."
A.4. Fees and End User Charges
Fees are specified in the Order Form and subject to Section 3.
a. Return Logistics: Company shall provide End Users with either fully-paid return labels and/or returns via in-person return bars if Merchant selected the In-Person Return Service. Company selects the shipping providers but is not responsible for the status or delivery of returned items.
b. Charge Setting: Merchant shall make available the Offset Return Service item and charge (at minimum) the "Floor Price" for the Offset Purchase Fee and Handling Fee. Company may adjust Floor Prices once per two-week period with seven days' notice. Merchant may charge additional amounts above the Floor Prices but cannot reduce them.
A.5. Merchant Responsibilities
Merchant shall assess whether the Offset Return Service complies with all applicable laws, regulations, and rules.
This module applies only if your Order Form specifies that you are receiving the In-Person Returns Service through Company.
B.1. Services Description
The In-Person Returns Services ("IPR Service") will allow End Users to make box-free returns in-person at certain physical dropoff locations and view nearby physical drop-off locations within the Sites, as described further in the Happy Returns Merchant Terms and Conditions referenced below. Merchant agrees to cooperate with Company as necessary for Company and Happy Returns to enable the IPR Services, including for integration of the IPR Services within the Sites. Company's obligation to provide the IPR Services to Merchant is subject to Merchant's cooperation as required herein.
B.2. Happy Returns Relationship
Merchant acknowledges and agrees that the In-Person Returns Services will be provided by Happy Returns LLC (or one of its affiliates, successors or assigns) ("Happy Returns"). As a condition for Merchant to receive the In-Person Returns Services, Merchant must agree to the Happy Returns Merchant Terms and Conditions available at: https://happyreturns.com/merchant-terms, as well as other terms set forth in the 'Acknowledgement of Acceptance – Happy Returns Merchant Terms and Conditions', a copy of which is provided to you with your Order Form and the terms of which are incorporated herein by reference (the "Acknowledgement").
Company will require Merchant to sign the Acknowledgement contemporaneously with the Company Order Form (or Order Form Amendment), and provide an executed copy of the Acknowledgement to Happy Returns for its records. The Happy Returns Merchant Terms and Conditions govern Merchant's receipt of the In-Person Returns Services; the Happy Returns Merchant Terms and Conditions are directly between Merchant and Happy Returns and Company is not a party to the Happy Returns Merchant Terms and Conditions.
Company is not responsible for the acts or omissions of Happy Returns or any of its affiliates, including with respect to any data provided to Company pursuant to Section B.3 below.
B.3. Data
Merchant will provide Merchant Materials, including data, to Company pursuant to Section 4 of this Agreement. Accordingly, Company may provide Merchant Materials to Happy Returns on behalf of Merchant, including for Happy Returns to provide the In-Person Returns Services. Any Merchant Materials provided by Company to Happy Returns will also be governed by the Happy Returns Merchant Terms and Conditions. In addition, Merchant may provide certain data directly to Happy Returns or its affiliates which will be governed by the Happy Returns Merchant Terms and Conditions.
B.4. Fees and Payment
Fees for the In-Person Returns Service are specified in the Order Form and subject to annual adjustment during the first calendar quarter based on changes by Happy Returns, third-party carriers, and logistics costs. Before service commencement, Merchant must establish ACH as the default payment method, and Company will invoice and charge Merchant on the 10th calendar day of each month.
B.6. Termination
If Company's agreement with Happy Returns for Company's resale of the In-Person Returns Services expires or terminates for any reason or the Happy Returns Merchant Terms and Conditions are terminated for any reason as permitted therein, the In-Person Returns Services under your Order Form will automatically terminate without liability or further obligation to Company. The Happy Returns Merchant Terms and Conditions govern the completion of any in-person returns that were initiated by an end user prior to such expiration or termination.
This module applies only if your Order Form specifies that you are receiving the Poshmark Integration or Reseller Marketplace Integration features.
C.1. Referral Fees and Payment
Company shall pay Merchant a Referral Fee at the rate of 20% (unless otherwise communicated) of fees Company receives related to merchandise resold through marketplace integrations on Merchant Sites. Referral Fees will be paid as service credits to reduce Merchant's payment obligations under this Agreement, applied within sixty (60) days of Company's collection of the underlying fees.
C.2. Intellectual Property License
Merchant grants (on a non-exclusive, non-sublicensable basis) a license for the use of its product images, product descriptions, product titles, and other product listing information as found on the Merchant Sites to any third party that reasonably needs such license to deliver the relevant marketplace integration features. Any such third party receiving such license shall be a third-party beneficiary to this Module.
C.3. Updates
Company may change the terms of this Module, including any Referral Fee rates, at any time with or without notice to Merchant.
This module applies only if your Order Form specifies that you are receiving the Shipping Protection service.
D.1. Service Description
Shipping Protection is a service provided in partnership with Seel, Inc. ("Seel") that offers coverage against package delays, damage, or loss during transit. Claims are filed through the Seel Resolution Center, accessed via the Loop Returns Portal. Fees will be specified in the Order Form and are subject to Section 3.
D.2. Third-Party Terms and Termination
Merchant acknowledges and agrees to be bound by Seel's Terms of Service (https://www.seel.com/seel-terms-of-service), which are incorporated by reference and govern in the event of any conflict regarding the Shipping Protection service. If Company's agreement with Seel terminates, the Shipping Protection service will automatically terminate, with any claims filed prior to termination processed according to then-effective terms.
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