Master Subscription Agreement

1. Definitions

For purposes of this Agreement:

• "Acceptable Use Policy" means Loop's then-current acceptable use policy, content policy, communications policy, or similar policy made available by Loop and updated from time to time.
• "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the direct or indirect power to direct the management or affairs of such entity.
• "Agent" means any employee, contractor, consultant, agency personnel, administrator, representative, or service provider acting on behalf of Customer or its Affiliate and authorized by Customer to access or use the Services.
• "Agreement" means this Master Subscription Agreement, together with any Order Form, applicable product-specific terms, the DPA where applicable, and any other documents expressly incorporated by reference.
• "Customer Data" means any data, content, text, audio, scripts, prompts, contact information, phone numbers, call metadata, transcripts, messages, workflow inputs, integration data, files, records, offers, discount logic, campaign settings, and other information submitted to, made available to, transmitted through, collected through, generated through, or otherwise processed in connection with Customer's use of the Services, excluding Usage Data and Loop IP.
• "DPA" means Loop's Data Processing Addendum, if applicable.
• "Documentation" means Loop's user guides, technical documentation, onboarding materials, API documentation, help center content, product instructions, or other usage guidance made available by Loop.
• "Loop IP" means the Services, Software, models, voice systems, prompts, tools, APIs, interfaces, workflows, templates, Documentation, technology, designs, know-how, trademarks, logos, usage analytics, de-identified analytics, aggregated statistics, and all related intellectual property rights, excluding Customer Data.
• "Order Form" means any ordering document, checkout page, pricing page acceptance, proposal, statement of work, enterprise order, or other commercial document accepted by Customer and Loop that references this Agreement.
• "Services" means Loop's proprietary software and related services, including without limitation AI voice agents, outbound calling tools, inbound calling workflows, voicemail functionality, call recording, transcription, SMS follow-up, automations, dashboards, APIs, analytics, templates, integrations, beta features, demos, pilots, and any related software, websites, hosted systems, or support services made available by Loop.
• "Subscription Term" means the period during which Customer is authorized to access and use the Services under an applicable plan or Order Form.
• "Usage Data" means technical logs, telemetry, operational metrics, performance data, and other data regarding the configuration, operation, support, and use of the Services, excluding Customer Data in identifiable form.
• "User" means any person authorized by Customer to access or use the Services, including Agents.

2. Scope and Acceptance

2.1 Agreement Scope

This Agreement governs Customer's access to and use of the Services globally. Supplemental or product-specific terms may apply to certain features, modules, pilots, betas, enterprise features, or integrations. In the event of a conflict, the order of precedence shall be:

1. applicable Order Form
2. product-specific supplemental terms
3. this Agreement
4. Documentation

except that the DPA shall govern with respect to processing of personal data where applicable.

2.2 B2B Use Only

Customer may use the Services solely for lawful internal business purposes and, where applicable, to provide business services to its own clients in a manner consistent with this Agreement. Customer shall not permit personal, family, household, or consumer use of the Services.

2.3 Agency Customers

If Customer is an agency or service provider using the Services for or on behalf of its clients, Customer represents and warrants that it has all necessary authority, rights, permissions, and instructions from such clients to upload data, configure workflows, send communications, and otherwise use the Services on such clients' behalf. Customer remains fully responsible for all use of the Services under its account, whether such use relates to Customer or Customer's clients.

3. Provision of Services

3.1 Access to Services

During the applicable Subscription Term, and subject to this Agreement and payment of all fees, Loop grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer's lawful internal business purposes.

3.2 Changes to Services

Loop may update, enhance, modify, discontinue, or replace the Services or any feature at any time. Loop will use commercially reasonable efforts to avoid materially reducing the core functionality of the Services during an active paid Subscription Term, except where changes are necessary for security, legal, regulatory, fraud-prevention, provider, carrier, infrastructure, or product improvement reasons.

3.3 Betas, Pilots, Demos, and Trials

Loop may offer free trials, demos, pilots, proof-of-concept access, beta features, early access features, or other promotional use arrangements. Unless otherwise expressly stated in writing:

• free trial access may include up to 10 credits
• trial, demo, pilot, and beta features are provided "AS IS"
• such offerings may be changed, suspended, or discontinued at any time
• Loop has no obligation to continue, support, or convert any trial, pilot, or beta feature into a commercial offering
• reduced or no support, lower availability, and additional limitations may apply

3.4 Support

Unless otherwise agreed in writing, Loop provides support through its help center and live chat at help.loopvoice.ai. Loop does not provide any numeric service level commitment under this Agreement for self-serve customers. Any separate SLA shall apply only if expressly set forth in an enterprise Order Form or separate signed addendum.

4. Access Rights and Permitted Use

4.1 Permitted Use

Customer may access and use the Services only as permitted by this Agreement, the Acceptable Use Policy, the Documentation, and any applicable Order Form.

4.2 Account Responsibility

Customer is responsible for:

• all activity under its accounts
• all Users and Agents
• safeguarding credentials, tokens, API keys, and access methods
• promptly notifying Loop of any suspected unauthorized access or misuse

4.3 Restrictions

Customer shall not, and shall not permit any third party to:

• copy, modify, translate, adapt, or create derivative works of the Services except as expressly authorized;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying models, trade secrets, or non-public aspects of the Services except to the extent prohibited by applicable law;
• resell, rent, lease, sublicense, timeshare, outsource, white-label, or otherwise commercially exploit the Services except as expressly authorized in writing by Loop;
• access or use the Services to develop or benchmark a competing product or service;
• circumvent any usage limits, plan restrictions, access controls, security controls, or technical measures;
• probe, scan, or test vulnerabilities without prior written approval;
• use the Services in a manner inconsistent with Documentation or applicable law;
• use the Services in connection with prohibited industries or prohibited content;
• impersonate another person or entity, misrepresent affiliation, or engage in spoofing or deceptive caller practices;
• use the Services in a manner that interferes with, degrades, or disrupts the Services or third-party systems used with the Services.

5. Customer Responsibilities

Customer is solely responsible for:

• all Customer Data
• all campaigns, call flows, scripts, prompts, recordings, offers, discounts, retry logic, SMS messages, voicemail content, and business rules configured through the Services
• all contact lists, phone numbers, recipients, data sources, integrations, and customer records provided to Loop
• ensuring that all information and instructions provided to Loop are accurate, complete, current, lawful, and within Customer's rights to provide
• all acts and omissions of Customer, its Users, Agents, Affiliates, clients, and anyone using the Services through Customer's accounts or credentials

Customer will cooperate with Loop as reasonably necessary to provide the Services, investigate incidents, verify compliance, or respond to provider, carrier, legal, or security concerns.

6. Communications, Consent, Recording, Messaging, and Compliance

6.1 Customer Solely Responsible for Compliance

Customer acknowledges that the Services may be used to initiate, route, automate, record, store, analyze, or support communications with end recipients, including voice calls, AI-generated voice interactions, voicemail, SMS, and related workflows. Customer is solely responsible for ensuring that all such use complies with all applicable laws, rules, regulations, industry standards, carrier requirements, and platform requirements in each jurisdiction in which Customer or its recipients are located.

Without limitation, Customer is solely responsible for:

• obtaining all required consents, permissions, and lawful bases to place calls, send messages, record calls, leave voicemail, use AI or prerecorded voice, store transcripts, and process recipient data;
• providing all required notices and disclosures, including any disclosures relating to call recording, AI use, caller identity, marketing intent, or automated technology;
• complying with all applicable telemarketing, consumer protection, privacy, communications, direct marketing, e-commerce, unfair competition, and recording laws;
• ensuring all campaign settings, calling hours, retry logic, suppression rules, consent capture methods, opt-out handling, brand identification, caller ID settings, and follow-up messages are lawful;
• maintaining appropriate proof of consent and related records;
• reviewing legal requirements before using local numbers, international numbers, branded caller ID, voicemail drops, prerecorded voice, or SMS follow-up.

6.2 No Legal Advice

Loop is a technology provider only. Loop does not provide legal advice, regulatory advice, carrier compliance advice, or advice regarding Customer's specific use case. Any templates, examples, onboarding materials, best practices, product suggestions, documentation, or support communications provided by Loop are for general informational purposes only and do not constitute legal advice. Customer shall consult its own legal counsel regarding compliance obligations.

6.3 Recording and Transcripts

The Services may record calls and store transcripts, summaries, metadata, and related outputs. Customer is solely responsible for determining whether recording, transcription, storage, retention, and downstream use are lawful and for obtaining all necessary disclosures and consents.

6.4 Messaging and Voicemail

The Services may send SMS after no-answer, leave AI voicemail, or perform other communication actions configured by Customer. Customer is solely responsible for ensuring such actions are lawful and permitted in the relevant jurisdiction and by applicable carriers and providers.

6.5 Caller Identity and Number Use

The Services may use local, international, or other numbers and may display a brand name, caller ID, or similar identifier where supported. Customer is solely responsible for ensuring lawful use of such functionality and that all displayed identity information is accurate, non-deceptive, and properly authorized.

7. Prohibited Uses and Restricted Industries

Customer shall not use the Services, and shall not permit the Services to be used, in connection with:

• political campaigning;
• gambling;
• crypto or virtual asset promotions;
• adult content;
• age-restricted products;
• medical claims;
• high-risk health, treatment, cure, or similar claims;
• unlawful, deceptive, fraudulent, misleading, abusive, harassing, defamatory, or infringing activity;
• spoofing, phishing, scams, impersonation, social engineering, or unauthorized surveillance;
• any activity that violates the Acceptable Use Policy, third-party provider policies, or applicable law.

Loop may prohibit, suspend, or restrict additional categories, use cases, campaigns, or industries at any time where Loop reasonably determines that such use presents legal, regulatory, carrier, provider, fraud, safety, reputational, or operational risk.

8. Customer Data, Integrations, and Data Rights

8.1 Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

8.2 License to Loop

Customer grants Loop and its subprocessors a worldwide, non-exclusive, royalty-free right to host, copy, transmit, process, store, display, format, transform, analyze, and otherwise use Customer Data as necessary to:

• provide the Services;
• maintain and support the Services;
• secure, monitor, prevent abuse of, and troubleshoot the Services;
• comply with law;
• enforce this Agreement;
• generate de-identified, aggregated, and Usage Data.

8.3 Usage Data and De-Identified Data

Loop may collect, generate, and use Usage Data and de-identified or aggregated data derived from Customer's use of the Services to operate, maintain, secure, improve, benchmark, analyze, and develop the Services and related products and models, provided such data does not identify Customer or any individual in a manner prohibited by applicable law or the DPA.

8.4 No Broad Training Right on Identifiable Customer Data

Except as expressly permitted by this Agreement, the DPA, applicable law, or Customer's separate written consent, Loop will not use Customer Data in identifiable form to train generalized models for unrelated third-party benefit.

8.5 Integrations

Customer may choose to use third-party integrations. By enabling an integration, Customer authorizes Loop to access and exchange relevant Customer Data with the applicable third-party service solely as needed to provide the integration. Customer is responsible for:

• enabling and configuring integrations;
• maintaining all rights necessary for integrated data and systems;
• complying with third-party terms applicable to such integrations.

Loop is not responsible for third-party integrations or any third-party service, software, API, platform, content, or data source.

9. AI Features, Outputs, and Disclaimers

Customer acknowledges that the Services may use artificial intelligence, machine learning, automated decision systems, speech synthesis, transcription systems, summarization tools, and similar technologies.

Customer further acknowledges and agrees that:

• outputs may be inaccurate, incomplete, misleading, delayed, or inappropriate;
• AI-generated speech, summaries, transcripts, classifications, routing, responses, recommendations, and automations are probabilistic and may contain errors;
• Loop does not guarantee accuracy, legality, quality, appropriateness, or fitness of any output;
• Customer is solely responsible for reviewing, testing, approving, and monitoring scripts, prompts, offers, discount logic, messaging, and customer-facing workflows before and during use;
• Loop does not guarantee any conversion rate, revenue recovery, deliverability, call connection rate, answer rate, customer satisfaction outcome, or other business result.

Customer shall not rely on the Services as a substitute for independent human review where such review is appropriate or required.

10. Security and Privacy

10.1 Security Measures

Loop will implement and maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction.

10.2 Security Incidents

In the event Loop becomes aware of a confirmed security incident affecting Customer Data, Loop will notify Customer without undue delay as required by applicable law and will take commercially reasonable steps to contain, investigate, and mitigate the incident.

10.3 Privacy and Data Processing

Where applicable, the DPA governs Loop's processing of personal data on Customer's behalf. Customer represents and warrants that it has provided all required notices and obtained all necessary rights, permissions, and lawful bases for Loop to process Customer Data in accordance with this Agreement, the DPA, and the Privacy Policy.

11. Fees, Credits, Billing, Taxes, and Payment Terms

11.1 Fees

Customer shall pay all fees specified in the applicable Order Form, checkout flow, pricing page, or other commercial terms accepted by Customer, including subscription fees, usage fees, credit purchases, overages, and any applicable taxes.

11.2 Credit-Based Usage

Certain Services are billed or consumed through credits. Loop may deduct credits based on usage metrics, actions, processing events, call activity, messaging events, or other consumption methods reasonably determined by Loop and described in the pricing page, Order Form, Documentation, or product interface. Loop's usage logs and metering records shall be prima facie evidence of usage absent manifest error.

11.3 Trials and Promotional Credits

Trial credits, promotional credits, or courtesy credits may be subject to additional terms, may have no cash value, may not be transferable or refundable, and may expire if specified in the applicable terms or offer.

11.4 Billing Authorization

Customer authorizes Loop and its payment processors to charge Customer's designated payment method for all fees, renewals, overages, and any additional credits or charges incurred under Customer's account.

11.5 Non-Refundable Fees

Except as expressly stated in this Agreement, an applicable Order Form, or as required by law, all fees are non-cancelable and non-refundable, including prepaid fees, subscription fees, and used or unused credits. No refund or credit shall be provided for partial use, non-use, downtime caused by third-party providers beyond Loop's direct obligations, or termination by Customer for convenience.

11.6 Taxes

Fees are exclusive of taxes, duties, levies, VAT, GST, withholding taxes, and similar governmental assessments. Customer shall pay all such amounts except taxes based on Loop's net income. If Customer is required by law to withhold any taxes, Customer shall gross up payments so that Loop receives the full invoiced amount.

11.7 Late Payments

Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Loop may suspend Services for overdue amounts.

11.8 Price Changes

Loop may change pricing upon notice before the start of a renewal term or for future credit purchases, unless otherwise agreed in an Order Form.

11.9 No Setoff

Customer shall pay all amounts due without setoff, counterclaim, deduction, or withholding except as required by law.

12. Support, Availability, and Service Changes

Loop will use commercially reasonable efforts to make the Services generally available, subject to maintenance, updates, outages, capacity limitations, security events, third-party provider interruptions, carrier restrictions, force majeure events, and other circumstances outside Loop's reasonable control.

Self-serve plans do not include a numeric uptime commitment. Enterprise service levels, if any, shall apply only if expressly stated in a separate signed agreement.

Loop may schedule maintenance, deploy updates, modify providers, change infrastructure, rotate numbers, update models, or alter system architecture as reasonably necessary to operate and improve the Services.

13. Suspension Rights

Loop may immediately suspend, restrict, disable, or terminate access to any part of the Services, with or without prior notice, if Loop reasonably believes that:

• Customer has breached this Agreement, the Acceptable Use Policy, an Order Form, or applicable law;
• Customer has failed to pay amounts due;
• Customer's use creates legal, regulatory, sanctions, fraud, abuse, carrier, provider, operational, safety, or reputational risk;
• Customer is using the Services in a prohibited industry or for a prohibited use case;
• Customer's use generates unusual complaints, opt-out rates, spam indicators, carrier concerns, or platform concerns;
• there is actual or suspected spoofing, phishing, impersonation, fraud, or malicious activity;
• suspension is necessary to protect Loop, its Affiliates, providers, infrastructure, other customers, recipients, or the public;
• Loop is required to do so by law, court order, regulator, carrier, provider, or governmental authority.

Loop shall have no liability for any suspension or restriction undertaken in good faith under this Section.

14. Ownership and Intellectual Property

14.1 Loop Ownership

As between the parties, Loop and its licensors retain all right, title, and interest in and to the Services and Loop IP. No rights are granted except as expressly stated in this Agreement.

14.2 Feedback

If Customer provides suggestions, comments, enhancement requests, or other feedback, Customer grants Loop a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, modify, and exploit such feedback without restriction or payment.

14.3 Marks

Neither party grants the other any rights in its trademarks, trade names, logos, or branding except as expressly set forth herein.

15. Confidentiality

15.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including this Agreement, pricing, security information, product roadmaps, Customer Data, and non-public technical or business information.

15.2 Obligations

The receiving party shall:

• use Confidential Information only as necessary to perform under this Agreement;
• protect it using at least reasonable care;
• not disclose it except to personnel, contractors, advisors, or subprocessors with a need to know and who are bound by confidentiality obligations.

15.3 Exclusions

Confidential Information does not include information that:

• is or becomes public without breach;
• was already lawfully known without restriction;
• is independently developed without use of the other party's Confidential Information;
• is lawfully obtained from a third party without breach.

15.4 Required Disclosure

A receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives notice where legally permitted.

15.5 Injunctive Relief

Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The disclosing party may seek equitable relief in addition to other remedies.

16. Representations, Warranties, and Disclaimers

16.1 Mutual Authority

Each party represents and warrants that:

• it is duly organized and validly existing, if an entity;
• it has authority to enter into this Agreement;
• this Agreement is binding and enforceable against it;
• entering into and performing this Agreement does not violate any other binding obligation applicable to it.

16.2 Customer Representations

Customer further represents, warrants, and covenants that:

• it is a business and not a consumer using the Services for personal use;
• it has all rights necessary to provide Customer Data and configure the Services as instructed;
• it has obtained all required consents, notices, permissions, and lawful bases required for its use of the Services;
• its use of the Services and all Customer Data, workflows, scripts, prompts, recordings, and campaigns will comply with law and the Acceptable Use Policy;
• it will not use the Services in connection with prohibited categories or unlawful activity.

16.3 Limited Service Warranty

Loop warrants only that it will provide the Services in a professional and workmanlike manner consistent with general industry standards. Customer's exclusive remedy and Loop's sole liability for breach of this warranty shall be, at Loop's option, re-performance of the affected Services or a pro rata refund of fees actually paid for the affected portion of the Services for the period of nonconformity.

16.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOOP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, AVAILABILITY, QUALITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACHIEVE ANY PARTICULAR BUSINESS RESULT.

Without limiting the foregoing, Loop does not warrant:

• that calls or messages will be completed, delivered, connected, answered, or free from blocking or filtering;
• that any carrier, number provider, cloud provider, AI provider, transcription provider, integration partner, or payment processor will continue to support the Services;
• that Customer's use of the Services complies with applicable law;
• that AI-generated or automated outputs are accurate or appropriate;
• that the Services will increase sales, recover abandoned carts, improve conversion, or produce any particular ROI.

17. Indemnification

17.1 Loop Indemnity

Loop will defend Customer against any third-party claim alleging that the Services, when used by Customer as expressly authorized under this Agreement, directly infringe a third party's U.S. intellectual property right, and will indemnify Customer for damages finally awarded or approved in settlement by Loop, provided Customer:

• promptly notifies Loop;
• gives Loop sole control of the defense and settlement;
• reasonably cooperates at Loop's expense.

Loop shall have no obligation for claims arising from Customer Data, Customer's instructions or configurations, use of the Services in combination with items not provided by Loop, modifications not made by Loop, or use outside the scope of this Agreement.

If such a claim arises, Loop may modify the Services, replace the affected component, obtain the right for Customer to continue use, or terminate the affected Services and refund prepaid unused fees for the terminated portion. This Section states Loop's sole liability and Customer's exclusive remedy for IP infringement claims.

17.2 Customer Indemnity

Customer shall defend, indemnify, and hold harmless Loop, its Affiliates, providers, subprocessors, officers, directors, employees, and agents from and against any third-party claims, investigations, demands, actions, proceedings, judgments, fines, penalties, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Customer Data;
• Customer's use of the Services;
• Customer's breach of this Agreement, the Acceptable Use Policy, the DPA, or an Order Form;
• Customer's violation of applicable law;
• Customer's failure to obtain required consent, authorization, notice, or lawful basis for calls, SMS, voicemail, AI interactions, recording, transcription, or data processing;
• claims relating to telemarketing, calling, messaging, privacy, consumer protection, call recording, spam, fraud, unfair competition, or deceptive marketing arising from Customer's campaigns or use of the Services;
• Customer's scripts, prompts, offers, discounts, marketing claims, medical claims, product claims, or other content or instructions;
• Customer's use of prohibited industries or use cases;
• any agency use of the Services on behalf of a client where the agency lacked authority or failed to ensure client compliance.

17.3 Procedure

The indemnified party shall promptly notify the indemnifying party, permit the indemnifying party to control the defense and settlement, and reasonably cooperate. The indemnifying party shall not settle any claim in a manner that admits fault of or imposes non-monetary obligations on the indemnified party without prior written consent, not to be unreasonably withheld.

18. Limitation of Liability

18.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOOP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LOOP UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If the claim arises during a free trial, pilot, beta, demo, or before Customer has paid any fees, Loop's total aggregate liability shall not exceed US$100.

18.3 Carve-Outs

The limitations in this Section shall not apply to:

• Customer's payment obligations;
• Customer's indemnification obligations;
• Customer's violation of Loop's intellectual property rights;
• either party's fraud, willful misconduct, or liabilities that cannot be limited by law.

18.4 Third-Party Providers

Without limiting the foregoing, Loop shall not be liable for outages, delays, restrictions, deliverability issues, blocking, number reputation issues, feature unavailability, or interruptions caused by third-party providers, carriers, number providers, cloud hosts, AI providers, transcription vendors, payment processors, integrations, or telecommunications networks, except to the extent directly caused by Loop's breach of an express obligation in this Agreement.

18.5 Basis of Bargain

The parties acknowledge that the limitations in this Section are a fundamental basis of the bargain and that Loop's pricing reflects these allocations of risk.

19. Term, Renewal, Termination, and Effect of Termination

19.1 Term

This Agreement begins on the earlier of Customer's acceptance, account creation, or first access to the Services and continues until terminated in accordance with this Agreement.

19.2 Subscription Terms and Renewals

Each paid subscription will continue for the Subscription Term stated in the applicable Order Form, pricing page, or checkout flow and will automatically renew for successive periods of the same length unless either party gives notice of non-renewal before the renewal date, or unless otherwise stated in the applicable commercial terms.

19.3 Termination for Breach

Either party may terminate this Agreement or an affected Order Form upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after notice, except that Loop may terminate immediately where the breach is incapable of cure or involves fraud, abuse, sanctions, unlawful communications, prohibited content, or material risk to Loop or others.

19.4 Termination for Insolvency

Either party may terminate upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, is the subject of bankruptcy or similar proceedings not dismissed within sixty (60) days, or ceases business operations.

19.5 Effect of Termination

Upon termination or expiration:

• Customer's rights to access and use the Services cease;
• Customer must stop using the Services;
• any outstanding payment obligations become immediately due;
• Loop may delete or disable access to Customer Data following a commercially reasonable retrieval period, subject to backups, legal retention, and technical limitations.

Unless otherwise required by law or agreed in writing, Loop will have no obligation to retain Customer Data after thirty (30) days following termination.

19.6 Survival

Sections which by their nature should survive shall survive termination, including provisions relating to fees, ownership, confidentiality, disclaimers, indemnities, limitations of liability, disputes, and general provisions.

20. Publicity

Unless otherwise agreed in writing, Loop may identify Customer as a customer of Loop and may use Customer's name, trade name, and logo on Loop's website, customer lists, pitch materials, and marketing materials. Customer may revoke such permission upon written notice for future use, provided Loop shall have a reasonable period to implement such removal.

21. Export Controls and Sanctions

Customer shall comply with all applicable export control, trade control, sanctions, anti-boycott, and similar laws and regulations. Customer shall not access or use the Services in violation of any applicable sanctions laws or cause Loop to violate such laws. Customer represents that neither it nor, to its knowledge, any party controlling it is subject to sanctions or restricted-party prohibitions that would make the Services unlawful to provide.

22. Disputes, Arbitration, and Class Action Waiver

22.1 Governing Law

This Agreement is governed by the Federal Arbitration Act and the laws of the State of Delaware, without regard to conflicts of law rules.

22.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by final and binding confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by one arbitrator experienced in commercial technology disputes.

22.3 Venue

The seat of arbitration shall be Delaware, and the arbitration may be conducted remotely unless otherwise required by the arbitrator.

22.4 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR AWARD CLASS-WIDE RELIEF.

22.5 Confidentiality

The arbitration and all related materials, evidence, and rulings shall be confidential except as required by law, to enforce an award, or to seek interim relief.

22.6 Interim Relief

Either party may seek temporary, preliminary, or emergency equitable relief in the state or federal courts located in Delaware to protect Confidential Information, intellectual property, account security, or the status quo pending arbitration. Such request shall not waive arbitration.

23. Miscellaneous

23.1 Assignment

Customer may not assign this Agreement without Loop's prior written consent, except in connection with a merger or sale of substantially all of Customer's assets where the assignee agrees in writing to be bound by this Agreement. Loop may assign this Agreement without Customer's consent in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer to an Affiliate.

23.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or understandings regarding that subject matter.

23.3 Amendments

Loop may update this Agreement from time to time. For material changes, Loop will provide notice by posting the updated version on its website, through the Services, by email, or by other reasonable means. Except where a separate signed Order Form states otherwise, continued use of the Services after the effective date of the updated Agreement constitutes acceptance.

23.4 Notices

Loop may provide notices to Customer through the Services, by email to the address associated with Customer's account, or by posting on its website. Customer shall send legal notices to Loop at the contact information designated on Loop's legal page, with a copy to any email address designated there for legal notices.

23.5 Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, power outages, Internet failures, telecommunications failures, carrier outages, sanctions events, governmental actions, cyberattacks, or provider failures.

23.6 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, franchise, agency, fiduciary, joint venture, or employment relationship.

23.7 Waiver

Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

23.8 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted.

23.9 Order of Precedence

If there is any conflict between this Agreement and an Order Form, the Order Form controls solely with respect to the subject matter expressly addressed in the Order Form.

23.10 Electronic Contracting

The parties agree that this Agreement may be accepted electronically and that electronic acceptance, records, and signatures are binding.