Terms of Service

"Agreement" means this Master Subscription Agreement together with applicable Order Forms, Statements of Work, Service Level Agreements, Data Processing Addendums, Security Addendums, and other documents expressly incorporated herein by reference.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means ownership of more than fifty percent (50%) of the voting interests of such entity.

"Authorized User" means an employee, contractor, volunteer, consultant, agent, or representative of Customer authorized by Customer to access and use the Services.

"Customer Data" means information, records, content, documents, images, files, communications, donor information, volunteer information, operational records, inventory records, route data, reporting data, transaction data, and other materials submitted to, uploaded to, transmitted through, or stored within the Services by or on behalf of Customer or its Authorized Users.

"Documentation" means user guides, technical specifications, implementation materials, training resources, policies, instructions, and other materials made available by LoopXP relating to the Services.

"Hosted Services" means the cloud-based software applications, modules, APIs, dashboards, reporting systems, databases, analytics systems, artificial intelligence systems, integrations, and related services provided by LoopXP.

"Location" means any retail store, donation center, warehouse, office, processing facility, recycling center, export facility, collection site, or other operational location utilizing the Services.

"Order Form" means a written or electronic proposal, SaaS agreement, subscription agreement, ordering document, renewal, expansion agreement, or similar document accepted by Customer that references this MSA and identifies applicable Services, modules, Locations, Subscription Term, Fees, and other commercial terms.

"Services" means the Hosted Services, support services, implementation services, consulting services, training services, integrations, and other services provided by LoopXP pursuant to an applicable Order Form.

"Subscription Term" means the period during which Customer is authorized to access and use the Services pursuant to an Order Form.

"AI Output" means any recommendation, forecast, report, optimization, estimate, prediction, suggestion, calculation, analysis, or content generated by machine-learning, artificial intelligence, algorithmic, or automated systems within the Services.

"LoopXP Technology" means the Services and all proprietary technology, software, source code, object code, architecture, databases, database structures, schemas, APIs, integrations, modules, workflows, user interfaces, screen designs, dashboards, reporting structures, algorithms, formulas, automation logic, artificial intelligence systems and configurations, routing methodologies, donation and collection workflows, recycling and textile-management processes, environmental-impact methodologies, Documentation, designs, concepts, processes, methods, know-how, inventions, improvements, modifications, updates, enhancements, and other technology owned, developed, licensed, or controlled by LoopXP relating to the Services.

"Fees" means amounts payable by Customer for the Services as identified in an applicable Order Form.

Subject to Customer's compliance with this Agreement and timely payment of applicable Fees, LoopXP shall provide Customer access to the Services identified in the applicable Order Form during the Subscription Term.

LoopXP may modify, update, improve, replace, or enhance the Services from time to time, provided such changes do not materially diminish the overall core functionality purchased by Customer during the applicable Subscription Term.

LoopXP shall use commercially reasonable efforts to make the Services available in accordance with any applicable Service Level Agreement.

Customer acknowledges that uninterrupted availability cannot be guaranteed and that Services may be unavailable because of maintenance, upgrades, third-party outages, internet disruptions, cybersecurity incidents, force majeure events, or circumstances beyond LoopXP's reasonable control.

LoopXP reserves the right to modify features, functionality, interfaces, workflows, reporting structures, user experiences, integrations, modules, and technical architecture to improve the Services or maintain platform security, performance, functionality, or regulatory compliance.

Certain Services may integrate with or depend upon third-party hosting providers, APIs, mapping services, communication providers, payment processors, artificial intelligence providers, or other technology.

LoopXP is not responsible for interruptions, modifications, security events, or failures caused solely by third-party services outside LoopXP's reasonable control.

Subject to this Agreement, LoopXP grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit Authorized Users to access and use the Services solely for Customer's internal business purposes.

Customer is purchasing access to the Services and is not purchasing the software or any ownership interest in LoopXP Technology.

Customer may authorize employees, contractors, volunteers, consultants, or other approved representatives to access the Services.

Customer remains responsible for all actions taken by its Authorized Users and shall ensure their compliance with this Agreement.

Customer acknowledges that the Services contain valuable proprietary technology, intellectual property, trade secrets, workflows, business methods, processes, and know-how belonging to LoopXP and its licensors.

Except as expressly authorized in writing by LoopXP or to the extent a restriction is prohibited by applicable law, Customer shall not, and shall not permit any Authorized User, employee, contractor, consultant, developer, agent, representative, Affiliate, or other third party acting on Customer's behalf to, directly or indirectly:

1. (a)reverse engineer, decompile, disassemble, decode, translate, inspect, analyze, or otherwise attempt to discover or derive source code, object code, underlying structure, architecture, database structures, schemas, APIs, algorithms, formulas, automation logic, artificial intelligence configurations, routing methodologies, calculations, methods, processes, or other underlying components of the Services;
2. (b)copy, reproduce, modify, adapt, imitate, replicate, translate, or create derivative works based upon the Services or any material portion thereof;
3. (c)use access to the Services, Documentation, demonstrations, screenshots, screen recordings, workflows, user interfaces, modules, functionality, reports, configurations, processes, system behavior, or other LoopXP Technology to design, develop, train, improve, commission, assist in creating, or create a software product, platform, module, service, workflow, or functionality that competes with or substantially replicates the Services;
4. (d)provide or permit access to the Services by any software developer, technology provider, consultant, competitor, artificial intelligence system, or other third party for purposes of studying, evaluating, copying, benchmarking, reproducing, reverse engineering, or developing functionality based upon or competitive with the Services;
5. (e)use screenshots, screen recordings, demonstrations, Documentation, reports, workflows, configurations, system behavior, or observations obtained through use of the Services to reproduce or materially replicate proprietary LoopXP functionality;
6. (f)scrape, crawl, harvest, systematically extract, download, copy, or compile software content, metadata, screen content, system structures, workflows, or other proprietary information from the Services through automated or manual means except as expressly permitted through functionality provided or authorized by LoopXP;
7. (g)circumvent, disable, interfere with, bypass, defeat, or attempt to defeat authentication mechanisms, access controls, security features, technical limitations, usage restrictions, or other protections implemented within the Services;
8. (h)access or use the Services primarily for competitive analysis, competitive benchmarking, publication of performance testing, or development of a competing product or service without LoopXP's prior written consent;
9. (i)sell, lease, sublicense, distribute, assign, transfer, commercially exploit, or make the Services available to any person or entity other than Authorized Users;
10. (j)use the Services for the benefit of an unauthorized third party;
11. (k)remove, obscure, alter, or interfere with copyright, trademark, confidentiality, proprietary-rights, or other notices contained within or displayed through the Services; or
12. (l)use LoopXP Technology, Confidential Information, Documentation, proprietary methods, workflows, processes, or other intellectual property for any purpose other than Customer's authorized internal use of the Services.

Customer shall be responsible for compliance with this Section by its Authorized Users, employees, contractors, consultants, developers, agents, representatives, and Affiliates.

Nothing herein prohibits Customer from independently developing or acquiring technology without use of or reliance upon LoopXP Technology, Confidential Information, trade secrets, or other proprietary information.

All rights not expressly granted to Customer are reserved by LoopXP.

As between LoopXP and Customer, LoopXP retains all right, title, and interest in and to the Services, LoopXP Technology, and all related intellectual property rights.

Customer's subscription to, configuration of, implementation of, payment for, testing of, or use of the Services does not create or transfer any ownership interest in LoopXP Technology.

Except for Customer Data and intellectual property independently owned by Customer, any feature, functionality, configuration, modification, improvement, enhancement, integration, workflow, module, report, process, or other development created by or for LoopXP relating to the Services shall remain the exclusive property of LoopXP, including where such development results from Customer feedback, suggestions, requests, recommendations, testing, operational requirements, or ideas.

Customer retains all right, title, and interest in Customer Data and Customer's independently owned trademarks, content, materials, processes, and intellectual property.

No license, ownership interest, or other right in LoopXP Technology is granted by implication, estoppel, or otherwise except for the limited subscription rights expressly granted herein.

Customer may voluntarily provide suggestions, recommendations, ideas, or feedback regarding the Services.

LoopXP may use such feedback without restriction or obligation to Customer, provided LoopXP's use does not disclose Customer's Confidential Information or Customer Data.

Customer is responsible for maintaining the confidentiality and security of account credentials.

Customer shall promptly notify LoopXP of known or suspected unauthorized access, use, or compromise.

Customer remains responsible for compliance with laws, regulations, industry standards, and organizational policies applicable to Customer's operations and use of the Services.

Nothing in the Services constitutes legal, accounting, tax, environmental, employment, nonprofit, regulatory, or other licensed professional advice.

Operational decisions remain the sole responsibility of Customer.

LoopXP does not direct, manage, supervise, or control Customer's business operations.

The Services are intended as operational and decision-support tools.

Customer shall provide information, personnel access, approvals, decisions, and reasonable cooperation necessary for LoopXP to implement and provide the Services.

LoopXP shall not be responsible for delays materially caused by Customer's failure to provide required cooperation.

Customer shall pay all Fees specified in the applicable Order Form.

Except as expressly stated otherwise, Fees are non-refundable and non-cancelable during the applicable committed Subscription Term.

LoopXP may invoice Customer monthly, annually, or according to another schedule identified in the applicable Order Form.

Invoices are payable within thirty (30) days unless otherwise stated.

Customer is responsible for applicable sales, use, excise, value-added, and similar transaction taxes arising from the Services, excluding taxes based solely upon LoopXP's net income.

Amounts not paid when due may accrue interest at the lesser of:

1. (a)one and one-half percent (1.5%) per month; or
2. (b)the maximum rate permitted by applicable law.

LoopXP may suspend affected Services for material delinquency following reasonable written or electronic notice and an opportunity to cure.

Suspension shall not relieve Customer of amounts properly due under an Order Form.

As between LoopXP and Customer, Customer retains all right, title, and interest in Customer Data.

Customer grants LoopXP a limited, non-exclusive right to host, process, transmit, reproduce, display, and otherwise use Customer Data as reasonably necessary to provide, secure, maintain, support, and improve the Services and fulfill LoopXP's obligations under this Agreement.

Customer represents that it possesses the rights, permissions, notices, and consents reasonably necessary for LoopXP to process Customer Data in connection with the Services.

LoopXP shall maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

Customer acknowledges that no internet-based or cloud-based service can guarantee absolute security.

LoopXP shall notify Customer without unreasonable delay after confirming a material unauthorized acquisition of or access to Customer Data within LoopXP's control where notification is required by applicable law or an applicable Data Processing Addendum.

LoopXP may create and use aggregated or de-identified information derived from operation of the Services for analytics, benchmarking, platform improvement, security, product development, sustainability measurement, and industry research, provided such information does not reasonably identify Customer, an Authorized User, donor, or other individual.

LoopXP shall not sell identifiable Customer Data merely by virtue of this provision.

Where the nature or volume of Customer Data reasonably requires additional privacy or data-processing terms, the Parties may enter into a separate Data Processing Addendum.

The Services may include artificial intelligence, machine learning, automated analysis, optimization, prediction, or third-party AI technologies.

Customer acknowledges that AI Output may contain inaccuracies, incomplete information, estimates, or unexpected results.

Customer is responsible for reviewing AI Output before relying upon it for material operational, financial, employment, regulatory, environmental, or other business decisions.

LoopXP shall not knowingly use identifiable Customer Data to train a publicly available general-purpose artificial intelligence model except with Customer's authorization or as otherwise expressly disclosed and permitted under an applicable agreement.

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential based upon its nature or circumstances of disclosure.

LoopXP Confidential Information includes non-public LoopXP Technology, software architecture, workflows, algorithms, methodologies, Documentation, security information, product plans, pricing strategies, business strategies, and trade secrets.

Customer Confidential Information includes non-public Customer Data and confidential operational, financial, donor, employee, and business information.

Receiving Party shall:

1. (a)use Confidential Information solely for purposes related to this Agreement;
2. (b)protect Confidential Information using at least reasonable care;
3. (c)disclose Confidential Information only to personnel, contractors, service providers, and professional advisors with a legitimate need to know and who are subject to appropriate confidentiality obligations; and
4. (d)not disclose Confidential Information to unauthorized third parties.

Confidential Information does not include information the Receiving Party can demonstrate:

1. (a)was lawfully known without confidentiality restriction before disclosure;
2. (b)becomes publicly available through no breach of this Agreement;
3. (c)is lawfully obtained from a third party without confidentiality obligation; or
4. (d)is independently developed without use of the Disclosing Party's Confidential Information.

If legally required to disclose Confidential Information, Receiving Party may disclose only the portion legally required and, when legally permitted, shall provide reasonable advance notice to the Disclosing Party.

Confidentiality obligations relating to ordinary Confidential Information shall continue for ten (10) years from the applicable disclosure.

Information qualifying as a trade secret shall remain protected for so long as it remains legally protectable as a trade secret.

LoopXP represents that it has authority to provide the Services.

Customer represents that the person accepting an Order Form on Customer's behalf has authority to bind Customer to the Order Form and this MSA.

LoopXP shall provide the Services in a professional and commercially reasonable manner consistent with generally accepted practices applicable to comparable SaaS services.

EXCEPT FOR EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

LOOPXP DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND OTHER IMPLIED WARRANTIES TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

LoopXP does not warrant that the Services will be uninterrupted, completely error-free, or suitable for every particular business purpose.

Customer shall defend, indemnify, and hold harmless LoopXP and its members, officers, employees, and agents from third-party claims arising from:

1. (a)Customer Data provided by Customer in violation of applicable law or third-party rights;
2. (b)Customer's unlawful use of the Services;
3. (c)Customer's material violation of Section 3.3; or
4. (d)Customer's independent business operations, except to the extent caused by LoopXP's breach of this Agreement.

LoopXP shall defend Customer against a third-party claim alleging that Customer's authorized use of the Hosted Services directly infringes a United States copyright, patent, or trademark and shall pay damages finally awarded or settlements approved by LoopXP arising from such claim.

LoopXP shall have no obligation to the extent a claim arises from:

1. (a)Customer Data;
2. (b)unauthorized modification of the Services;
3. (c)use contrary to this Agreement or Documentation;
4. (d)combination with products, technology, or services not supplied or authorized by LoopXP where the combination causes the claim; or
5. (e)continued use after LoopXP provides a commercially reasonable non-infringing alternative.

LoopXP may obtain continued usage rights, modify or replace affected Services, or terminate the affected Services and refund prepaid Fees attributable to the unused remainder of the applicable Subscription Term.

The indemnified Party shall provide prompt notice of a covered claim and reasonable cooperation.

The indemnifying Party shall control the defense and settlement, provided it may not enter into a settlement admitting wrongdoing by or imposing material non-monetary obligations upon the indemnified Party without reasonable consent.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

EXCEPT AS PROVIDED IN SECTION 11.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO LOOPXP UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitation in Section 11.2 shall not apply to:

1. (a)Customer's payment obligations;
2. (b)fraud or willful misconduct;
3. (c)Customer's unauthorized copying, reverse engineering, misappropriation, infringement, or commercial exploitation of LoopXP Technology;
4. (d)a Party's misappropriation of the other Party's trade secrets; or
5. (e)liabilities that cannot lawfully be limited or excluded.

This MSA applies to each Order Form that incorporates it for the duration of the applicable Subscription Term and for any applicable survival period.

The Subscription Term applicable to particular Services shall be stated in the applicable Order Form.

Either Party may terminate an affected Order Form for material breach if the breach remains uncured thirty (30) days after written notice.

LoopXP may immediately suspend affected access where LoopXP reasonably determines that Customer's use:

1. (a)presents a material security threat;
2. (b)involves unauthorized access;
3. (c)materially violates Section 3.3;
4. (d)infringes or misappropriates LoopXP Technology;
5. (e)is unlawful; or
6. (f)materially threatens the integrity, security, availability, or operation of the Services.

LoopXP shall use commercially reasonable efforts to limit suspension to the affected access or functionality where reasonably practicable.

Upon expiration or termination:

1. (a)Customer's right to access affected Services ends;
2. (b)amounts properly accrued and due remain payable;
3. (c)Customer shall cease unauthorized use of LoopXP Technology; and
4. (d)provisions intended by their nature to survive shall remain effective.

Following expiration or termination, LoopXP shall provide Customer a reasonable opportunity to export Customer Data through then-available export functionality or another mutually agreed method.

Thereafter, LoopXP may delete Customer Data according to its standard retention practices except where retention is required by law, maintained in routine backup systems, or otherwise agreed in writing.

Sections concerning intellectual property, use restrictions, Customer Data, confidentiality, accrued payment obligations, disclaimers, indemnification, limitations of liability, trade secrets, remedies, dispute provisions, and other obligations intended by their nature to survive shall survive expiration or termination to the extent necessary to give them effect.

Nothing in this Agreement limits rights or remedies available to either Party under applicable state or federal trade-secret law.

The Parties acknowledge that unauthorized disclosure of trade secrets, misuse of Confidential Information, or unauthorized copying, reverse engineering, disclosure, or exploitation of intellectual property may cause harm for which monetary damages alone may be inadequate.

Subject to applicable law, the injured Party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in addition to other available remedies.

Before initiating litigation, the Parties shall make reasonable good-faith efforts to resolve disputes through representatives authorized to resolve the matter.

This requirement does not prevent either Party from seeking immediate injunctive or equitable relief where reasonably necessary to protect intellectual property, Confidential Information, Customer Data, security, or trade secrets.

This Agreement and all disputes arising from or relating to it shall be governed by the laws of the State of Missouri, without regard to conflict-of-law principles.

Any action arising out of or relating to this Agreement shall be brought in the state courts located in Jackson County, Missouri, or, where federal subject-matter jurisdiction exists, the United States District Court for the Western District of Missouri.

Customer consents to such jurisdiction and venue to the extent permitted by applicable law.

In an action to enforce this Agreement arising from a material breach, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs to the extent permitted by applicable law.

LoopXP and Customer are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or agency between the Parties.

Customer may not assign or transfer an Order Form or this Agreement without LoopXP's prior written consent, which shall not be unreasonably withheld.

Either Party may assign this Agreement in connection with a merger, reorganization, change of control, or sale of substantially all assets relating to this Agreement, provided the successor assumes the applicable obligations.

Customer may not assign this Agreement to a direct competitor of LoopXP without LoopXP's prior written consent.

Neither Party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, labor disruptions, internet or telecommunications failures, utility outages, war, terrorism, civil unrest, epidemics, or widespread third-party infrastructure failures.

Force majeure does not excuse payment obligations already accrued.

Legal notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight service, certified mail, or electronic mail where receipt can reasonably be confirmed.

Customer's notice information shall be the information contained in the applicable Order Form unless subsequently updated in writing.

Notices to LoopXP shall be directed to the business or legal contact information designated by LoopXP.

This MSA together with applicable Order Forms and incorporated documents constitutes the complete agreement between the Parties concerning the applicable Services and supersedes prior or contemporaneous agreements, proposals, representations, or communications concerning the same subject matter, except where expressly preserved in writing.

In the event of a conflict, this MSA shall control unless an applicable Order Form expressly:

1. (a)identifies the specific provision of this MSA being modified; and
2. (b)states that the identified provision is superseded or modified for that Order Form.

A modification in one Order Form applies only to that Order Form unless expressly stated otherwise.

Except for updates applicable prospectively to future Order Forms, amendments affecting an existing Order Form must be agreed to in writing by authorized representatives of the Parties.

LoopXP shall not materially modify the contractual terms governing an existing committed Subscription Term merely by posting a revised MSA online unless Customer has agreed to the modification or the applicable Order Form expressly permits such modification.

Failure or delay in enforcing a provision does not waive that provision or any later breach.

If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall remain in effect.

Except as expressly provided, this Agreement creates no rights or remedies in any third party.

The Parties consent to electronic transactions.

An electronic record, electronic signature, electronic acceptance, or electronically executed Order Form shall have the same force and effect as a paper record or handwritten signature to the extent permitted by applicable law.

Customer's electronic acceptance or execution of an Order Form that expressly incorporates this MSA constitutes acceptance of this MSA.

Any individual executing or electronically accepting an Order Form represents that the individual has authority to bind Customer.

Headings are provided for convenience and do not limit or modify the meaning of this Agreement.

An Order Form may be executed in counterparts and through electronic means, each of which shall be deemed an original and all of which together constitute one instrument.