MEMBERSHIP TERMS OF SERVICE
(last updated July 26, 2022)
These Membership Terms of Service (the "Terms") constitute a binding agreement between you and DVx Loop, Co. ("Loop," "we," or "us") with respect to your access to and use of the Service (as defined below). Your access to and use of the Service is offered subject to your acceptance of all terms and conditions set forth herein.
PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE SERVICE IN ANY WAY, INCLUDING, WITHOUT LIMITATION, BY PURCHASING A MEMBERSHIP PLAN (AS DEFINED BELOW) OR BY PLACING ANY ORDER FOR THE RENTAL OF PRODUCTS FROM LOOP, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE LOOP PRIVACY POLICY AND THE LOOP RENTAL AGREEMENT ; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY'S OR OTHER ORGANIZATION'S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE IN ANY WAY, INCLUDING, WITHOUT LIMITATION, BY PURCHASING A MEMBERSHIP PLAN OR BY ORDERING ANY PRODUCTS FOR RENTAL FROM LOOP.
THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 16 (“DISPUTE RESOLUTION”) BELOW.
LOOP MAY REFUSE OR OTHERWISE TERMINATE YOUR ACCESS TO OR USE OF THE SERVICE FOR YOUR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICE ARE REVOKED IN SUCH JURISDICTIONS.
1.Service. Loop operates an online product rental service through Loop’s website with a homepage at https://loop.baby/, its subdomains, and such mobile applications and websites as Loop may designate from time to time (the “Site”), which service allows members to rent high-quality baby products on a flexible, month-to-month basis (collectively, the “Service”). The Service is made available to users on a membership subscription basis. The scope of the benefits available to you with respect to the Service are as described or otherwise limited by the terms of the applicable membership plan selected and purchased by you electronically through the Site (a “Membership Plan”). We may modify, terminate, or replace, in whole or in part, the Service or any Membership Plan from time to time in our sole discretion and without prior notice. You should carefully review the scope and limitations of any Membership Plan prior to purchase.
2.Modifications to the Terms. Loop reserves the right to modify or change these Terms, as well as the fees and other amounts charged for the Service or for any rentals made available thereunder, at any time and in its sole discretion. Any modifications or changes will be effective immediately upon posting at the Site, unless otherwise specified in the updated Terms. Your continued use of the Service in any manner confirms your acceptance of these Terms and any changes or modifications made to the Terms. IF YOU DO NOT AGREE TO ANY CHANGES OR MODIFICATIONS MADE TO THE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE AND RETURN TO LOOP ALL RENTED PRODUCTS. You should review these Terms, the Loop Rental Agreement , and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the Service.
3.User Accounts. In order to access and use the Service or utilize certain features thereof, you may be required to establish a Loop user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration or login form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Loop of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, or other credentials. You will cooperate fully with Loop and take all actions that Loop reasonably deems necessary to maintain or enhance the security of the Service or Loop’s computing systems and networks. Loop is not and shall not be deemed liable for any loss or damage to you arising from your failure to comply with this Section 3.
4.Access to the Service. Subject to and conditioned upon your compliance with these Terms, Loop will provide you with access to and use of the Service, in accordance with the terms of your Membership Plan and during your paid-up subscription period (the “Membership Period”). The foregoing authorization to access and use the Service is limited (i) if you are an individual, solely to your personal, non-commercial use, and only by you and individuals within your immediate household, and (ii) if you are a Commercial Renter, solely to your use in making Products available to your customers in the ordinary course of your business, but not for purposes of operating a business directly competitive to Loop (a “Permitted Commercial Purpose”). For purposes of this Agreement, a “Commercial Renter” shall mean an entity, the primary business of which is not, nor is based on, the renting of baby products, but which entity may offer or wish to offer, as an ancillary service to its customers, the rental of baby products. All Membership Plans are non-transferable and may not be shared outside of your immediate household (if you are an individual) or outside of your specific business entity (if you are a Commercial Renter).
5.Product Rentals: Consultations.
(a)Product Availability. Subject to and conditioned upon your compliance with these Terms, during your Membership Period, you may, in connection with your use of the Service, rent from Loop certain high-quality baby products (“Products”) on a month-to-month basis for your personal or household use, where you are an individual, or for a Permitted Commercial Purpose, where you are a Commercial Renter. Products offered for rent through the Service are viewable on the Site; provided, however, that your ability to rent any specific Product will be subject to Product availability. Loop does not represent or warrant that all Products shown on the Site will be available for rent at all times, and Loop shall have no liability to you arising from the unavailability of any Product.
(b)Rental Agreement. Any rental of Products from Loop via the Service shall be governed by, and is contingent upon your acceptance of, the Loop Rental Agreement. Following your selection of a Product for rental through the Service, the Loop Rental Agreement will be presented to you for your acceptance at the point of purchase. By accepting the Loop Rental Agreement, you agree to comply with all terms, conditions, restrictions and limitations contained therein. Loop may suspend, terminate, or otherwise limit your rights or ability to rent Products through the Service in the event of any breach of the Loop Rental Agreement by you.
(c)Other Limitations. Products rented hereunder are rented for use exclusively in the service area identified on the Site’s Frequently Asked Questions page (see “Where is Loop available?”) (the “Service Area”) or as otherwise set forth in the terms of your Membership Plan. Please carefully review the Service Area information and any geographical or other restrictions included in the terms of your Membership Plan prior to purchasing a Membership Plan or renting any Products hereunder. By renting any Product through the Service, you agree to be bound by all such geographical and other use restrictions. Unless otherwise agreed to in advance by Loop, you are limited to no more than four (4) concurrent Product rentals at any time.
(d)Consultations. In connection with and as part of the Service, where included in your Membership Plan, you may receive access to one or more complimentary virtual consultations with a Loop baby gear expert (each, a “Consultation”). Any Consultations are made available to you by way of courtesy only, and is intended only to provide general information to assist in your use and selection of Products. Loop makes no representations or warranties, whatsoever, regarding the availability, accuracy, quality, or reliability of any Consultations or any information, options, or suggestions presented to you in connection therewith, and you specifically accept sole responsibility for your evaluation and use of, or reliance on, the same. Loop disclaims any responsibility or liability with respect to your use of and reliance on any Consultation, including any information, options, or suggestions presented to you in connection therewith.
6.Restrictions. You shall not, and shall not attempt to: (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to the Service, or use any of the Service for time sharing or similar purposes for the benefit of any third party (except as otherwise expressly authorized hereunder); (iii) remove any copyright or proprietary notices contained in the Service or any output thereof; (iv) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (v) scrape or otherwise access the Service via any bot, web crawler or non-human user; (vi) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (vii) resell or redistribute the Service; (viii) access or use the Service in a manner that could cause the Service to be a substitute for the Service to a third party, or to affect Loop’s ability to realize revenue in connection with the Service; or (ix) make any use of, or take any other action with respect to, the Site, Service, or any Products made available to you hereunder, in a manner that (1) violates applicable law, (2) infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, (3) is, or is likely to be construed as, defamatory, harmful, fraudulent, deceptive, threatening, harassing, or obscene, or (4) violates any provision of these Terms.
7.Technical Requirements. You acknowledge and agree that your access to and use of the Service is dependent upon access to telecommunications and Internet services. You acknowledge that Loop is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you may need to access and use the Service, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
8.Term and Termination. These Terms shall remain in full force and effect while you use the Service. Loop may terminate or restrict your access to any or all of the Service or your User Account, for any reason, and without warning, including (without limitation) for any breach of these Terms or the terms of the Rental Agreement. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts which become due for payment before or after termination and will immediately cease to use the Service. The terms of the following Sections shall survive any expiration or earlier termination of this Agreement: Sections 3 (with respect to the final two sentences only), 5(d), 6, 8, 9(c)-(f), and 10-18.
9.Membership Plans and Fees.
(a)Monthly Membership Plans. Except as otherwise set forth in an applicable order, when you purchase a month-to-month paid Membership Plan, your Membership Plan shall become effective on the date of purchase and, unless canceled by you in accordance with Section 9(e) or terminated by us, shall automatically renew for additional one-month subscription terms in accordance with Section 9(d) hereof.
(b)Annual Membership Plans. Where you purchase an annual Membership Plan, your Membership Plan shall become effective on the date of purchase and, except where canceled by you pursuant to the following sentence or in accordance with Section 9(e) or terminated by us, shall automatically renew for additional one-year subscription terms in accordance with Section 9(d) hereof. Notwithstanding anything herein to the contrary, any initial purchase by you of an annual Membership Plan may be canceled, with immediate effect and without penalty to you, at any time prior to the expiration of the Evaluation Period by following the cancelation procedure set forth in Section 9(e). Promptly following any such cancelation by you prior to or during the Evaluation Period, but subject to your return (consistent with all requirements of the Loop Rental Agreement) of any Products rented to you by Loop, Loop will refund to you all subscription fees prepaid by you with respect to the canceled annual Membership Plan. For the avoidance of doubt, the foregoing cancelation right shall apply only to your initial purchase of an annual Membership Plan, and not to any renewal or extension of the same. For purposes of this Section 9(b), “Evaluation Period” shall mean the 30 calendar-day period beginning on the date of the first delivery to you of any Product rented by you through the Service following your purchase of the annual Membership Plan.
(c)Membership Fees. As consideration for Loop’s provision of the Service hereunder, you will pay to Loop all subscription fees and other amounts set forth herein. In order to purchase any Membership Plan or access other rights with respect to the Service, you must have a current valid credit card or other payment method acceptable to Loop ("Payment Method"). By providing a Payment Method to Loop, you are expressly authorizing Loop to charge to you the subscription fees and other amounts applicable to your Membership Plan (if any) or any rental of Products by you, at the applicable frequency and at the then-current rate. The subscription fees applicable to your Membership Plan shall be as posted on the Site at https://loop.baby/membership/ as of the payment due date. ALL SUBSCRIPTION FEES PAYABLE WITH RESPECT TO YOUR MEMBERSHIP PLAN ARE IN ADDITION TO, AND SHALL NOT REDUCE, ANY RENTAL FEES OWED BY YOU UNDER THE LOOP RENTAL AGREEMENT WITH RESPECT TO ANY PRODUCTS. Loop will bill all applicable subscription fees and other amounts in advance and to the Payment Method you provide during registration (or to a different Payment Method if you change your Payment Method information in your User Account or provide us with a different Payment Method in connection with a purchase). EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9(b) ABOVE, ALL SUBSCRIPTION AND OTHER FEES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE, AND LOOP DOES NOT AND WILL NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY MEMBERSHIP PLAN, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS.
(d)Renewal Terms. Your Membership Plan will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term unless and until you cancel your Membership Plan or we terminate it. You shall be charged all applicable subscription fees and other amounts set forth herein with respect to any renewal hereunder. YOU MUST REQUEST cancelation OF YOUR MEMBERSHIP PLAN NO LESS THAN SEVEN (7) DAYS BEFORE IT RENEWS FOR A RENEWAL SUBSCRIPTION PERIOD IN ORDER TO AVOID BILLING OF SUBSCRIPTION FEES FOR THE RENEWAL SUBSCRIPTION PERIOD TO YOUR PAYMENT METHOD.
(e)Cancelation. To cancel your Membership Plan, please send a written Cancelation Request via email to Loop at team@loop.baby and include the phrase “CANCEL MEMBERSHIP” in the subject line (a “Cancelation Request”). Where and if available, you may also submit a cancelation Request through the membership cancelation function accessible through your User Account. In order to allow Loop adequate time to process your Cancelation Request and complete pick-up of any Products, cancelation OF YOUR MEMBERSHIP PLAN WILL ONLY BECOME EFFECTIVE SEVEN (7) DAYS FOLLOWING SUBMISSION OF YOUR Cancelation REQUEST IN ACCORDANCE WITH THE TERMS OF THIS SECTION. As noted above, YOU MUST REQUEST cancelation OF YOUR MEMBERSHIP PLAN NO LESS THAN SEVEN (7) DAYS BEFORE IT RENEWS FOR A RENEWAL SUBSCRIPTION PERIOD IN ORDER TO AVOID BILLING OF SUBSCRIPTION FEES FOR THE RENEWAL SUBSCRIPTION PERIOD TO YOUR PAYMENT METHOD. cancelations of Membership Plans will only be effective when the applicable Cancelation Request is submitted in compliance with the requirements of, and as set forth in, this Section 9(e). Upon the effective date of any cancelation or termination of your Membership Plan, whether initiated by you or us, your rights under any Loop Rental Agreement to which you are a party will automatically terminate, and you will return all outstanding Products and fulfill all other such obligations as you may have under the Loop Rental Agreement. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9(b), LOOP DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY MEMBERSHIP PLAN, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS.
(f)Taxes. The fees specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Loop’s net income.
(g)Promotions. Loop may offer from time to time promotions on the Site or with respect to the Service that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
10.Intellectual Property.
(a)Loop Intellectual Property. As between you and Loop, the Service, Site, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Loop. No rights are granted to you hereunder other than as expressly set forth herein.
(b)User Content. As between you and Loop, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information, data, materials, reviews, images, and other content that you upload, input, or post to or in connection with the Service (“User Content”). Without limiting the generality of the foregoing, you shall not upload, input or post any User Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) is inaccurate, incomplete, or incorrect, (iii) violates any applicable law, (iv) is, or is likely to be considered, immoral, libelous, tortuous, defamatory, threatening, vulgar, or obscene or harmful to minors, or (v) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
(c)Feedback. To the extent you provide Loop with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to Loop all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Loop will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Loop’s other technologies, products and services, without compensation or other obligation to you.
11.Third Party Applications. The Service may contain links to or otherwise allow you to access third party applications and services (“Third Party Services”) that are not owned or controlled by Loop. When you access third party websites or Third Party Services, you do so at your own risk. Loop encourages you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access any product or service. Loop has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, Loop will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability directly arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.
12.Privacy. You acknowledge and agree that all information collected by Loop is subject to our Privacy Policy. By accessing or using the Service, you consent to all actions we take with respect to your information in compliance with our Privacy Policy.
13.Disclaimer of Warranties.
EXCEPT AS EXPRESSLY PROVIDED HEREIN (OR, IN THE CASE OF PRODUCTS, IN THE RENTAL AGREEMENT), THE SITE, SERVICE, AND ANY PRODUCTS AND/OR CONSULTATIONS MADE AVAILABLE TO YOU HEREUNDER ARE PROVIDED "AS IS" AND LOOP HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LOOP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LOOP MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SITE, THE SERVICE, PRODUCTS, CONSULTATIONS, OR THE RESULTS THAT YOU MAY OBTAIN BY USING THE SAME. LOOP MAKES NO WARRANTY OF ANY KIND THAT THE SITE, SERVICE, AND ANY PRODUCTS AND/OR CONSULTATIONS, OR ANY RESULTS FROM THE USE OF ANY OF THE FOREGOING, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS OR EXPECTATIONS, BE AVAILABLE WITHOUT INTERRUPTION OR DELAY, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
AS BETWEEN YOU AND LOOP, YOU ARE SOLELY RESPONSIBLE FOR ASSESSING THE SUITABILITY OF THE SERVICE AND OF ANY PRODUCTS AND/OR CONSULTATIONS AVAILABLE TO YOU THROUGH THE SERVICE, AND YOU ASSUME ALL RISKS IN CONNECTION WITH THE SAME. WHERE ANY PRODUCTS MADE AVAILABLE TO YOU THROUGH THE SERVICE REQUIRE INSTALLATION OR ASSEMBLY BY YOU, YOU INSTALL AND/OR ASSEMBLE SUCH PRODUCTS AT YOUR OWN DISCRETION AND RISK. CERTAIN PRODUCTS MAY PERMIT YOU TO CHOOSE SETTINGS, AND THE SETTING YOU CHOOSE MAY CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OF THE PRODUCTS. YOU ARE SOLELY RESPONSIBLE FOR, AND LOOP HEREBY DISCLAIMS, ANY AND ALL LIABILITY, LOSSES, AND OTHER DAMAGES RESULTING FROM YOUR INSTALLATION, ASSEMBLY, OR USE OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION RESULTING FROM THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR PRODUCTS.
YOU ARE SOLELY RESPONSIBLE FOR OPERATING, STORING, MAINTAINING, AND OTHERWISE USING ANY PRODUCTS MADE AVAILABLE TO YOU THROUGH THE SERVICE IN FULL COMPLIANCE WITH ALL MANUFACTURER INSTRUCTIONS AND WARNINGS AND ALL DIRECTIONS PROVIDED TO YOU BY LOOP.
14.Indemnity. You agree to defend, indemnify and hold harmless Loop, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorney's fees) arising out of or relating to (i) your violation of these Terms, including, but not limited to, any access to or use of the Service or any Product in any manner not expressly authorized hereunder, or (ii) your violation of any applicable laws, rules, or regulations.
15.Limitation of Liability.
IN NO EVENT WILL LOOP BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES BASED ON LOST PROFITS, BUSINESS, OR DATA, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, UNDER OR IN RELATION TO THESE TERMS OR IN CONNECTION WITH THE SERVICE, SITE, PRODUCTS, ANY CONSULTATIONS, OR ANY RESULTS FROM YOUR USE THEREOF, EVEN IF LOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL LOOP’S CUMULATIVE LIABILITY UNDER OR IN RELATION TO THESE TERMS, THE SERVICE, THE SITE, AND/OR ANY PRODUCTS, CONSULTATIONS, OR ANCILLARY SERVICES RELATED TO ANY OF THE FOREGOING AND PROVIDED OR MADE AVAILABLE TO YOU UNDER OR IN CONNECTION WITH THESE TERMS (OR ANY COMPONENT THEREOF) EXCEED THE SUM OF ALL SUBSCRIPTION FEES PAID BY YOU TO LOOP IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS ON LIABILITY SHALL APPLY WHETHER A CLAIM ARISES UNDER THESE TERMS, THE LOOP RENTAL AGREEMENT, OR THE PRIVACY POLICY, AND THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CUMULATIVE LIABILITY ARISING UNDER OR WITH RESPECT TO ANY TRANSACTIONS IN WHICH YOU ENGAGE WITH LOOP OR ANY COMPONENT THEREOF, AND NOT TO EACH OF THESE TERMS, THE LOOP RENTAL AGREEMENT, OR PRIVACY POLICY, OR ANY INDIVIDUAL PRODUCT RENTAL, ON AN INDIVIDUAL BASIS.
The limitations and exclusions in this Section 15 will apply regardless of the theory of liability, including without limitation liability for breach of contract, breach of any express or implied representation or warranty, strict product liability, negligence or any other tort, subrogation, or indemnification or contribution. Notwithstanding the foregoing, applicable law in some jurisdictions may not allow the limitation or exclusion of certain damages or liability, such as damages or liability arising from our willful misconduct, and the limitations and exclusions in this Section will not apply to damages or liability to the extent that such damages or liabilities cannot be excluded or limited under applicable law. However, to the extent that in a particular circumstance any exclusion or limitation of damages or liability set forth in these Terms is prohibited by applicable law or held to be unenforceable, then the limitations on damages and liability in these Terms will apply to the maximum extent permitted by applicable law in that particular circumstance.
16.Dispute Resolution.
Please read this Section carefully. It impacts the rights that you may otherwise have. It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions. This “Dispute Resolution” section survives any expiration or earlier termination of these Terms.
Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and Loop agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Site or any transaction conducted thereon, the Service, any Products and/or Consultation made available to you in connection with these Terms, or the breach, enforcement, interpretation, or validity of these Terms ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.
For purposes of this Section, notices must be sent as follows:
- If to Loop: to DVx Loop, Co., Attn: Legal/Compliance, DVX Loop Co, 24 School Street, Floor 2, Boston, MA 02108, with a copy emailed to legal@loop.baby.
- If to you: your last-used billing address or the billing and/or delivery address listed in your User Account.
Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and Loop each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.
To begin an arbitration proceeding, you must send a written request to Loop at: to DVx Loop, Co., Attn: Legal/Compliance, DVX Loop Co, 24 School Street, Floor 2, Boston, MA 02108, with a copy emailed to legal@loop.baby. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to Loop. In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and Loop each agree that this Agreement evidences a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce this Agreement as a court would. Any arbitration shall be confidential, and neither you nor Loop may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.
In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or Loop may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim. Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or Loop from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.
Class Action and Jury Waiver. You and Loop each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and Loop that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.
17.Digital Millennium Copyright Act.
Loop is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)). If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a “DMCA Takedown Notice”) with the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
- Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Any DMCA Takedown Notice should be sent to: legal@loop.baby. You acknowledge that for Loop to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.
18.Miscellaneous.
(a)Service Availability. You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities. Loop will use commercially reasonable efforts to provide you with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime.
(b)Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder to any other person without Loop’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. These Terms are freely assignable by Loop. These Terms shall be binding on the parties and their permitted successors and assigns. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
(c)Governing Law. Any dispute arising from or related to these Terms or your access to or use of the Service will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in Santa Clara County, California.
(d)Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under the Agreement if the delay or failure is due to any cause outside of our reasonable control.
(e)Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Except as otherwise set forth herein, (i) notices to Loop must be sent tolegal@loop.baby, and (ii) notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(f)Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing. If you are a California resident, then with respect to any releases included herein you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
(g)Entire Agreement. These Terms, together with the Loop Rental Agreement and the Privacy Policy, constitute the sole and entire agreement between you and Loop with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. In the event of any conflict, the following order of precedence governs: (i) first, these Terms; (ii) second, the Loop Rental Agreement; and (iii) third, the Privacy Policy.
For more information or other questions, please contact our customer support team at (669) 261-6486 or by email at legal@loop.baby. You may report a complaint, if you are a resident of California, to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.