Token sale terms
Token Sale Terms and Conditions
v.1 (last updated November 2018)
Our website located at https://www.getloops.io/ and our consumer application (collectively the "App") are owned and operated by Loops Rewards Limited with registered address 20-22 Wenlock Road, London, N1 7GU, United Kingdom and its affiliates (collectively referred to as "we", "our" or "us").
We will offer public ERC-20 Loops tokens for sale as method to fund the business during its launch phase. Public Loops are tradable on any ERC-20 supporting exchange or wallet. Loops will also exist as private Loops to be used within the Loops eco-system.
Pending legal finalisations we will build a token bridge between public and private Loops which will allow users to spend their public Loops within the private Loops reward eco-system. The are no guarantees the bridge will be build as such Loops public tokens may never be redeemable and their utility value will fall to almost zero, in this event the monetary value of public Loops will likely be zero also. Private Loops will have a fixed value of 0.01USD, public Loops will have an opening value of 0.10 USD and market determined price. These terms and conditions (“Terms”) govern your participation in the Loops token sale. As a investor you must accept these Terms prior to signing up or depositing any funds.
By accepting or in any other way accessing the token sale portal you signify your acceptance of these Terms. If you do not accept these Terms, do not use the portal. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms. Notwithstanding the foregoing, your continued use of the Portal or provision of the Services to your customers will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. The most current version of the Terms is available here.
If there is any term within these Terms that you do not understand please discuss it with our customer service team at firstname.lastname@example.org before accepting these Terms.
“Content” includes, but is not limited to, all or part of any text, graphics, layout, logos, images, audio material, films or other moving images, product details and/or software published or otherwise available on the App or the Merchant Portal from time to time (including, without limitation, anything made available for download).
“Customer” means an end user that has been granted a license by us to use the App, and who has accepted our terms and conditions for their use of the App.
“Loops” means the private digital tokens that we issue that are the currency within the App and the Merchant Portal.
“Promotional Content” means any advertising, promotional or marketing content provided by the Merchant for provision to any Customer and including any logos, trade names, trademarks or other content of the Merchant included in such content.
“Term” means the term of this agreement as set out in Clause 11.
“Trade Marks” means the trade marks, logos and service marks (whether or not registered) displayed on the App or the Merchant Portal.
“Vouchers” means digital vouchers created by the Merchant via the Merchant Portal that will grant a Customer the right to exchange a stated number of Loops for a certain product or service.
We may take down the App and/or the Merchant Portal at any time for any duration and for any reason, including for investigation of any security incident and for carrying out system maintenance and upgrades. If the entire App and/or the Merchant Portal is permanently closed, which we may do at any time in our absolute discretion, you will not be entitled to a refund for any Loops you are holding at such time.
User Terms and Conditions
Our website located at https://www.getloops.io/ and our mobile application (collectively the "App") are owned and operated by Loops Rewards Limited with registered address 20-22 Wenlock Road, London, N1 7GU, United Kingdom and its affiliates (collectively referred to as "we", "our" or "us").
Please read these terms and conditions of use of our App (“Terms”). "You" and "your" when used in these Terms includes any person who accesses the App or submits personal data via the App. If there is any term within these Terms that you do not understand please discuss it with our customer service team at email@example.com before accepting these Terms.
These Terms govern your use of the App. You may use the App so long as you have a user account with us. You must be 7 years old or older to have a user account with us. If you are 7 or older but under 18 you are only permitted to have a user account with access to the App if your parent or guardian has assisted with, and consented to, the creation of your user account with us. If you are a parent or guardian, your responsibilities for your child family members are explained herein.
If you fail to comply with these Terms, we may take action against you as explained below including banning you from the App. If banned, you will not be able to use services and/or products you have paid for.
1 Changes to these Terms
We reserve the right to change these Terms at any time by posting revisions to this App and we encourage you to read these Terms periodically to ensure that you are at all times fully aware of them. Any changes are effective immediately upon posting to this App
2 User Account
2.1 You will be required to set up an account with us for the purpose of improving your experience whilst using the App (a "User Account") and to use and access our services as well as obtain access to specific products, online services and other offerings provided by us to you including access to an online wallet, all of which are referred to as “Products”.
2.2 In order to obtain a User Account, you are required to complete the registration process including providing a valid email address in regular use by you. You hereby represent and warrant to us that any and all information submitted to us in the course of the registration is accurate and true. You undertake to keep your registration information up to date.
2.3 You are responsible for maintaining the confidentiality of your User Account and password and for restricting access to your system and User Account. This includes keeping your User Account details secret such as your User Account ID and password and not allowing other users to use your User Account. You agree to notify us immediately if you have any reason to believe the security of your User Account has been compromised, including if you believe that your password has become known to anyone else or if your password is being, or is likely to be, used in an unauthorised manner. You must log off each time at the end of the session. We shall bear no liability for any harm, loss or damage resulting from your failure to comply with the requirements of these Terms.
2.4 You must be 7 years old or older to have a user account with us. If you are 7 or older but under 18 you are only permitted to have a user account with access to the App if your parent or guardian has assisted with, and consented to, the creation of your user account with us. If you are a parent or guardian, you must ensure that your child members comply with these Terms and keep their User Account details secret from everyone (including their friends) including their User Account ID and password. If you are a parent or guardian, you are responsible for all use of your child family members, including all purchases and online conduct and you agree to notify us immediately if you have any reason to believe the security of your child member’s User Account has been compromised, including if you believe that their password has become known to anyone else or if their password is being, or is likely to be, used in an unauthorised manner. We are not liable for any unauthorised use or sharing of the User Accounts of your child family members.
2.5 You are responsible for all use of your User Account including all transactions made. You may be liable for unauthorised usage of your User Account as a result of failing to keep your information secure. If you believe you have been a victim of crime in relation to the App (including any fraudulent activity on your User Account) you should immediately contact law enforcement and our customer services team at firstname.lastname@example.org.
2.6 You acknowledge and agree that we shall be entitled to terminate or suspend your User Account at our sole discretion without any notice to you in the event of your breach of these Terms or without any reason. You understand that termination of your User Account may lead to blocking, deletion and limitation of your access to content, materials, information and files uploaded, shared, submitted and made available in association with your User Account, as well as access to some of our services, products, utilities and offerings.
3.1 Your User Account will have an associated digital wallet (“Wallet”) that you can use to purchase, earn, store and transfer digital tokens (“Loops”).
3.2 Approved payment methods to add funds to your Wallet to purchase Loops vary from country to country and we may change the available payment methods at any time. When you purchase Loops a contract is formed between you and us on these Terms, your Wallet is updated immediately and you can't change your mind and obtain a refund and as far as permitted by law, you will have no right to cancel or to a cooling-off period.
3.3 We reserve the right to limit the number of Loops you hold in your Wallet and to reject payment methods if we suspect fraud or if your payment provider does not approve the transaction for any reason.
3.4 We are not operating as a bank and the Wallet is not a bank account.
3.5 You acknowledge that the Loops have no real-world value outside of the App, can only be used to exchange for services or products offered by us or our affiliated parties and merchants (and there is no guarantee there will be any such services or products), are not redeemable for cash, are not your personal property and may only be transferred to 3rd parties using the functionality within the App.
3.6 In the case of any technical issues or corruption of data leading to the loss of any of your Loops, you have no right of action against us and we have no obligation to replace any of your Loops lost in this way.
4.1 You may receive Loops as below:
4.1.1 upon “Loopin in” via the App at selected merchants;
4.1.2 they may be granted to you at selected merchants in return for purchasing a product;
4.1.3 they may be granted to you at selected merchants without purchasing a product;
4.1.4 they may be transferred to you from other users of the App; and
4.1.5 you can buy Loops.
4.2 You may utilise Loops as below:
4.2.1 you can redeem Loops using “vouchers”, for instance if you give the merchant 10 Loops you will get a second cup of coffee for free;
4.2.2 you can transfer Loops to other users of the App; and
4.2.3 you can transfer Loops to registered charities within the App.
4.3 We reserve the absolute right to withdraw any Product or any feature of the App.
4.4 Unless otherwise stated, vouchers may only be used once, by a single User Account, and, subject to applicable law, cannot be refunded, redeemed, transferred or exchanged for cash or credit.
4.5 Vouchers must be used before any expiry date.
4.6 Vouchers will not be replaced if lost, damaged, stolen or otherwise used without your permission. We reserve the right to terminate or suspend user accounts and request alternative forms of payment, as well as take all actions necessary to protect our interests, if a voucher is fraudulently obtained and used within the App. If your User Account is terminated or suspended for these reasons, you may lose any unused Loops and Products.
4.7 If a voucher is defective, your only remedy, and our only liability, is the replacement of such voucher. To the extent permitted by applicable law, we and our licensees, affiliates and licensors make no other warranties, express or implied, with respect to vouchers, including without limitation, any express or implied warranty of merchantability or fitness for a particular purpose and exclude all other liability to you arising from your use of any voucher. You may have other legal rights as a consumer which are not affected by these Terms.
5 Use of the App
5.1 We are the owner or the licensee of all intellectual property rights in the App, the Content and the Trade Marks. Subject to these Terms, we grant you a limited, temporary, revocable, and non-exclusive licence to access, browse and use the App (including the Content and Trade Marks) for your personal and non-commercial use only. Where specified in the relevant part of the App, the licence granted herein may be limited to a particular period of time and/or may be subject to additional terms and conditions.
For the purposes of these Terms “Content” includes, but is not limited to, all or part of any text, graphics, layout, logos, images, audio material, films or other moving images, product details and/or software published or otherwise available on the App from time to time (including, without limitation, anything made available for download) and “Trade Marks” means the trade marks, logos and service marks (whether or not registered) displayed on the App.
5.2 While accessing, browsing and/or using the App you must:
5.2.1 comply with all applicable laws, regulations and codes;
5.2.2 not impersonate another person or use a false name or email address;
5.2.3 not deep-link to and/or frame or use framing techniques to enclose the App or any part of the App without our prior written consent;
5.2.4 not modify or attempt to modify all or any part of the Content or the App;
5.2.5 not gain or attempt to gain unauthorised access to the App, the server on which the App is stored, or any server, computer or database connected to the App;
5.2.6 not post, transmit, submit, refer to, make available or link to or from (or authorise or permit any other person to do the same) any material which:
(a) is untrue, fraudulent, inaccurate or incomplete; and/or
(b) is discriminatory, libellous, defamatory, obscene, threatening, menacing, offensive, harassing, abusive, causes annoyance, inconvenience or needless anxiety, is tortious, is in breach of confidence; and/or
(c) may constitute a criminal offense, result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice; and/or
(d) interferes or violate the legal rights (such as rights of privacy and publicity) of others or violate other users of the App; and/or;
(e) violates, infringes or misappropriates any intellectual or industrial property right of any person (such as copyright, trademarks, patents, or trade secrets, or other proprietary rights of any party) or commits a tort; and/or
(f) interferes with, disrupts, negatively affects or inhibits other users from using the App or links on the App or damages, disables, overburdens or impairs the functioning of the App or our servers or any networks connected to any of our servers in any manner; and/or
(g) constitutes advertising (unless approved or otherwise authorised by us); and/or
(h) contains any virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other similar software or program or other harmful code, or which may otherwise impair or harm the App or our computer systems or any third-party computer system, and we shall have sole discretion as to whether any such material is in breach of this sub-clause.
5.3 Except as set out in the limited licence set out herein (or as required under any applicable law), the Content, Trade Marks and/or any other part of the App may not be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent. You are not permitted to republish any part of the App (including the Content) on another website, in any other medium (print, electronic or otherwise) or as part of any commercial service without our prior written permission. If you require any further information on permitted use, or a licence to republish any part of the App (or any Content), please email us at email@example.com. At any time and without giving you any advance notice, we may permanently or temporarily and for any reason:
5.3.1 terminate, suspend or deny your access to the App (whether in whole or in part); and/or
5.3.2 terminate, suspend or deny your access to the email services, the registration areas of the App and/or your password referred to in Clause 2 above; and/or
5.3.3 remove or edit any Content on the App at any time, and in such circumstances all our liability and that of our directors, employees or other representatives for any loss whatsoever arising from our removing or editing Content and/or your limited use of or inability to use the App (either in whole or in part), email services and/or password is excluded, insofar as it is possible to do so in law.
6 Maintenance; Closing the App
We may take down the App and/or any of its Products at any time for any duration and for any reason, including for investigation of any security incident and for carrying out system maintenance and upgrades. If the entire App is permanently closed, which we may do at any time in our absolute discretion, you will not be entitled to a refund for any unused Loops.
7 Closing your Account
You may close your User Account by following the procedures set out in the App. We may close your User Account if it has not been used for at least 12 months. In both cases, we will not provide you with a refund for any unused Loops or Products. After your User Account is closed, you will not be able to access the App nor use the Loops or Products purchased with that User Account.
8 Data Protection, Privacy and Cookies
8.2 We reserve the right in our sole discretion to monitor and record (or engage a third party to monitor or record) any or all of your activity and to remove any materials that you share at our sole discretion, without further notice to you. This may include information such as the content of your voice and text communications, the time and location of your activities, and your name, your user-name and IP address. We may also receive information about your activity on the App from other users. Any information collected in this way, may be used by us or our affiliated companies to enforce these terms of service, to comply with the law, to protect our rights and those of our licensors and users, and to protect the personal safety of our employees, contractors and users. This information may be passed to the police or other appropriate authorities. Please note that we cannot monitor all App activity and we make no commitment to do so.
9 Aggregate information
9.1 We may gather information and statistics collectively about all visitors to the App and users of our services which may include the information supplied by you. This information helps us to design and arrange our web pages in a user- friendly manner and to continually improve the App and our services to better meet the needs of our App users.
10 Third party links
The App may contain hypertext links to third party websites. We are not responsible for, nor do we endorse in any way such third-party website or their content. If you decide to access any of the third-party websites linked to the App, you do so entirely at your own risk.
11 Advertising and sponsorship
Parts of the App contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that materials submitted for inclusion on the App comply with all legal and regulatory requirements and do not contain any material which is objectionable including, without limit, information which is defamatory, obscene, threatening or untrue. We are not responsible for any such material or any error or inaccuracy contained in such material and any issues which you may have should be raised directly with the relevant advertiser or sponsor
12 Promotions, competitions and prize draws
We may from time to time run competitions, free prize draws and/or other promotions on the App. Any such competitions, prize draws, and/or other promotions will be subject to additional terms and conditions that will be made available to you at the relevant time.
13 Exclusions and limitations of liability
13.1 All information and/or data on the App is provided on an “as is” basis. Save to the extent required by law, no representations, warranties or terms of any kind are made (or shall be implied by statute or otherwise) in respect of the App or the Content, including, without limitation, warranties of satisfactory quality, conformity to contract, accuracy, adequacy, conformity to description or fitness for any particular purpose.
13.2 Neither we nor any of our data providers or affiliates gives any warranty or guarantee relating to availability of the App or that the App and/or our operation of it, the Content or the server that makes the App available are error or virus free or free of other harmful components or that your use of the App and/or the Content will be uninterrupted.
13.3 You agree that us, our directors, employees, agents or other representatives, data providers or affiliates will not be responsible or liable (whether in contract, tort or otherwise), under any circumstances for any amount or kind of loss or damage (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any anticipated loss of profit, loss of profit, loss of opportunity, loss of data, costs and fines and/or any special or incidental damages of any kind) that may result to you or a third party arising from or connected in any way to:
13.3.1 interruption of business; or
13.3.2 access or other delays, terminations, suspensions, denials or access interruptions to the App; or
13.3.3 data non-delivery, data mis-delivery, data corruption, destruction of data or other modification of data; or
13.3.4 third party website links on the App; or
13.3.5 reliance on the information contained on the App; or
13.3.6 computer viruses, system failures or malfunctions which may occur in connection with your use of the App; or
13.3.7 any inaccuracies, omissions or misleading, false or deceptive statement in the Content; or
13.3.8 events beyond our reasonable control.
13.4 11.5. Notwithstanding any provision of these Terms, we do not exclude or limit our liability for:
13.4.1 death or personal injury caused by its negligence or that of any of its officers, employees or agents; or
13.4.2 fraudulent misrepresentation; or
13.4.3 any liability which it is not lawful to exclude either now or in the future.
14.1 To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless and reimburse us, including our subsidiaries, affiliates, directors, officers, employees, agents, representatives, and assignees and successors, harmless from and against any and all claims, damages, losses, actions, demands, proceedings, expenses and/or liabilities filed (including without limitation all legal fees and expenses), incurred by us arising from or relating to:
14.1.1 any breach of these Terms by you; or
14.1.2 your fault, negligence or breach of statutory duty; or
14.1.3 your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure (whether owned by, leased or licensed to us) or that of any of our suppliers.
15 Representations and warranties
15.1 By using the App or any of our services you represent and warrant that:
15.1.1 you have read and understand these Terms and have the authority to enter into these Terms, to use the App and our services and to carry out and perform your obligations under these Terms; and
15.1.2 you appreciate the risks and implications of using the App and our services, including all methods of payment for our services specified on the App, as well as know how to manage them, and you are solely responsible for any evaluations based on such knowledge.
16 Force Majeure
16.1 We shall not be liable for failure to perform or comply with any of its obligations under these Terms if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond our reasonable control (a “Force Majeure Event”).
16.2 For the purposes of these Terms, a Force Majeure Event shall include, but not be limited to, the following events: war (whether declared or undeclared), armed conflict, acts of terrorism, natural disasters or weather conditions, acts of governmental authorities or courts, industrial disputes affecting any third party, failures or fluctuations in electrical power or telecommunications service, failures or problems in regards to the internet or a part of the internet, hacker attacks, viruses or other malicious software attacks, and any other act that is beyond our reasonable control.
17.1 Any contractual or legal relationship between us and you will be concluded in English.
17.2 All notices shall be given by e-mail to us at firstname.lastname@example.org and to you at the e-mail you provide during the registration process. Notice will be deemed received 24 hours after such e-mail is sent.
17.3 Nothing in these Terms is intended to or shall operate to create a partnership or joint venture of any kind between us or to authorise either of us to act as agent for the other, and neither of us shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17.4 In the event that, following a breach of these Terms by you or under any other scenario, if we do not take action against you, or we fail to require or enforce strict performance of any provision of these Terms, such failure or decision shall not be considered a waiver of our rights to assert or rely upon any such provision or right. We shall still be entitled to assert or rely upon our rights and remedies in any other situation. Similarly, any express waiver by us of any rights or provisions of these Terms regarding any particular situation shall not constitute a waiver of its rights for other similar or future situations.
17.5 We may assign our rights and obligations under these Terms. Any licence granted herein is personal to you and may not be assigned, transferred or sub-licensed (in whole or in part) without our prior written consent.
17.6 If, and to the extent that, any of the provisions of these Terms are disallowed or found to be ineffective, invalid, unlawful or unenforceable by a court or regulator of competent jurisdiction, such provision shall to that extent be severed from the remaining provisions contained herein, which shall continue to be valid and applicable to the fullest extent permitted by law.
17.7 Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.
17.8 These Terms shall be governed and construed in accordance with the laws of England and Wales.
17.9 Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause 17.9. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English.
17.10 Any dispute arising out of or related to these Terms shall not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Merchant Terms and Conditions
We offer an application, owned and operated by us, which allows Merchants to provide loyalty programs and rewards directly to consumers via the App (the “Services”) and provides Merchants with the ability to track consumers’ use thereof (the “Merchant Portal”). “Merchant” or “you” means any merchant entity and its agents that makes use of the Merchant Portal or provides Services to its customers.
These terms and conditions (“Terms”) govern your use of the Merchant Portal and your provision of the Services to your customers. As a Merchant you must accept these Terms prior to signing up your business with us or using the Merchant Portal for commercial purposes or providing any Services to your customers.
By accepting or in any other way accessing the Merchant Portal or making any Services available to your customers, you signify your acceptance of these Terms. If you do not accept these Terms, do not use the Merchant Portal or make any Services available to your customers. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms.
Notwithstanding the foregoing, your continued use of the Merchant Portal or provision of the Services to your customers will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. The most current version of the Terms is available here.
“Loops” means the digital tokens that we issue that are the currency within the App and the Merchant Portal.
Terms & Conditions
Loops Rewards Limited © 2018 | Company No: 11203222, 20-22 Wenlock Road, London, N1 7GU.