Terms and Conditions

1.Agreement to the terms

These Terms and Conditions ("Terms") are a legal agreement between Loopmerce LLC ("Loopmerce", "we", "us") and the business that accesses the Loopmerce products or website ("Customer", "you"). By creating an account, installing the Customer Rep extension, subscribing, or otherwise using the services, you agree to these Terms. If you do not agree, do not use the services.

2.Business use and eligibility

The services are intended for and offered to:

• Businesses;
• Sole traders acting in a professional capacity;
• Marketplace sellers;
• Their authorized employees and contractors.

By using the services you represent that you are acting for business purposes and not as a consumer, and that you are able to enter into a binding contract.

3.Authority to bind an organisation

If you use the services on behalf of a business, you represent that you are authorized to bind that business to these Terms, and "you" refers to that business. You also represent that you are authorized to connect the marketplace, carrier and Google accounts you connect, and that you have a lawful basis to process the customer information you send through Loopmerce.

4.Description of services

Loopmerce provides software for marketplace sellers, currently comprising Loopmerce Customer Rep, Loopmerce Shipping and Loopmerce Invoicing, together with the Loopmerce website. Features are described on our product pages and may evolve over time.

5.Product-specific terms

• Customer Rep provides an AI-assisted Chrome side panel for preparing support replies and recommended actions beside supported marketplace tickets, with human review.
• Shipping helps you process marketplace orders, generate labels and returns, and sync tracking.
• Invoicing generates and manages invoices and credit notes for marketplace orders.

Each product depends on the third-party accounts you connect and is subject to the dependencies described in section 11.

6.Account registration and security

You must provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us promptly of any unauthorized use. Access to some products, including Customer Rep, requires account approval and activation.

7.Connected accounts and API credentials

To use certain features you connect third-party accounts (such as marketplaces, carriers or Google services) and provide API credentials. You authorize Loopmerce to access those accounts as needed to provide the features you enable. You are responsible for maintaining valid, authorized credentials and for complying with the third parties' terms. We protect connected credentials using the measures described on our AES-256 Encrypted Credentials page.

8.Customer responsibilities

• Use the services only for lawful business purposes;
• Ensure you have a lawful basis to process the personal data you send through Loopmerce;
• Review AI-assisted output before it is sent to a customer or relied upon;
• Keep your connected accounts authorized and in good standing;
• Comply with the rules of the marketplaces and carriers you use.

9.Acceptable use

You must not: break the law; infringe others' rights; upload malware; attempt to gain unauthorized access to the services or other customers' data; interfere with or overload the services; reverse engineer except to the extent the law permits; resell or provide the services to third parties without our permission; or submit unnecessary sensitive personal data. We may set reasonable technical limits to protect the services.

10.AI-assisted features

For Customer Rep and any other AI-assisted feature:

• AI output is assistance, not guaranteed fact;
• Your agents must review responses and recommendations before they are used;
• You remain responsible for customer communications and operational decisions;
• Loopmerce does not guarantee compliance with any marketplace policy;
• The services do not provide legal, financial or professional advice;
• You must not submit unlawful content or unnecessary sensitive data to AI features.

11.Marketplace and carrier dependencies

Loopmerce is independent from Back Market and Refurbed and is not owned or endorsed by them, or by any carrier. Changes to marketplace or carrier APIs, policies or availability may affect the services. You are responsible for maintaining your authorized accounts, and we are not responsible for a third party's suspension of your account caused by your own conduct. The relevant third parties' terms also apply to your use of their services.

12.Fees and taxes

You agree to pay the fees for the products you subscribe to or use, as described in section 13 and at the point of purchase. Unless stated otherwise, prices are exclusive of taxes, and you are responsible for any applicable taxes, which we will add where required. Fees are stated in euros unless indicated otherwise.

13.Product pricing

Current pricing is as follows and as shown on the product pages:

Customer Rep

• EUR 149 per month, per organisation;
• Includes up to 2 PCs or agents;
• Monthly billing;
• Account approval required;
• No free trial.

Shipping

• EUR 249 per month, per organisation;
• Unlimited orders, labels and returns;
• No overage fees;
• Monthly billing.

Invoicing

• First 50 invoices free;
• EUR 0.10 per invoice afterward;
• Credit notes always free;
• No monthly base fee;
• Billed monthly;
• A payment card is required only after the first 50 invoices.

We may change pricing on a prospective basis with reasonable advance notice; changes do not affect the current paid period.

14.Recurring billing and payment authorization

Subscriptions (Customer Rep and Shipping) renew automatically each billing period until cancelled. Before you purchase, we show you the price, the billing frequency, what is included, that the subscription renews automatically, when you are charged, applicable taxes, how to cancel, and the effect of cancellation. For Invoicing, we show the usage-based pricing before a card is required.

By subscribing, you authorize us and our payment processor to charge your payment method on a recurring basis for the applicable fees, plus any usage charges and taxes, until you cancel. We do not use pre-checked billing consent; you must affirmatively agree to recurring billing at checkout. Cancellation is as straightforward as signup (see section 15).

15.Cancellation

Subscription products (Customer Rep, Shipping)

• You may cancel the future renewal of your subscription;
• Cancellation normally takes effect at the end of the current paid billing period;
• Your access continues through the paid period unless the services are suspended for breach;
• No further renewal charge is made after cancellation is effective.

Usage-based Invoicing

• You may stop using or close your account at any time;
• Usage already incurred remains payable;
• No future usage charges occur after processing stops;
• Document and account retention follows the Privacy Policy and the Data Processing Agreement.

We keep cancellation at least as easy as signup and do not impose artificial barriers. For the exact cancellation steps that apply to your account, see your account settings or contact us.

16.Refunds and billing disputes

Fees are non-refundable and non-creditable except where required by law, where Loopmerce confirms a duplicate or erroneous charge, or where Loopmerce expressly agrees otherwise in writing. In addition:

• No refunds are given for partial billing periods;
• No refunds are given for unused access;
• No refunds are given for customer configuration errors;
• No refunds are given for outages of third-party marketplaces or carriers that are outside Loopmerce's reasonable control.

If you believe you have been charged in error, please report it promptly using the contact details in section 34 and we will investigate. Your mandatory legal rights are not affected by this section (see section 30).

17.Suspension and termination

We may suspend or terminate access if you materially breach these Terms, fail to pay, or use the services in a way that risks harm to Loopmerce, other customers or third parties, or where required by law. Where practicable we will give notice and an opportunity to cure. You may stop using the services and close your account at any time. On termination, the rights granted to you end, and the data provisions in section 18 and the Privacy Policy apply.

18.Customer data and data processing

Our handling of personal data is described in the Privacy Policy. Where we process personal data on your behalf, the Data Processing Agreement applies and forms part of these Terms. You remain responsible for the lawfulness of the data you send through Loopmerce.

19.Intellectual property

Loopmerce and its licensors own all rights in the services, including software, designs and trademarks. Except for the rights expressly granted in section 20, no rights are transferred to you. You retain your rights in your own data and content.

20.License to use the services

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the services for your internal business purposes during your subscription or usage term.

21.Feedback

If you give us feedback or suggestions, you grant us a non-exclusive, perpetual, royalty-free license to use it to improve the services, without obligation to you.

22.Confidentiality

Each party may receive the other's confidential information. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality, or where required by law.

23.Third-party services

The services interoperate with third-party services you connect. We are not responsible for third-party services, and your use of them is governed by their terms. Third-party outages or changes may affect Loopmerce as described in section 11.

24.Service availability and changes

We aim to keep the services available and reliable, but we do not guarantee uninterrupted or error-free operation. We may modify, add or remove features, and we may perform maintenance. Where changes are material and adverse, we will use reasonable efforts to give notice.

25.Disclaimers

To the extent permitted by law, the services are provided "as is" and "as available", and we disclaim implied warranties such as merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the services will meet every requirement or that AI-assisted output will be accurate or suitable for a particular case. This section does not exclude anything that cannot legally be excluded (see section 30).

26.Limitation of liability

To the extent permitted by law:

• Neither party is liable for indirect, incidental, special or consequential damages;
• Neither party is liable for lost profits, revenue, goodwill or data;
• Each party's aggregate liability arising out of or related to the services is limited to the fees paid or payable by you for the services during a defined prior period, to be confirmed in the final terms.

These limitations do not apply to liabilities that cannot legally be limited or excluded, including, where applicable, liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or a party's own wilful misconduct. Nothing in these Terms limits Loopmerce's liability for its own misconduct where the law prohibits such a limit.

27.Indemnification

To the extent permitted by law, you will defend and indemnify Loopmerce against third-party claims arising from your unlawful use of the services, your breach of these Terms, or your violation of a third party's rights, including claims relating to data you send through Loopmerce without a lawful basis. This does not apply to the extent a claim results from Loopmerce's own breach or misconduct.

28.Governing law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. Mandatory rights and protections that cannot legally be waived remain unaffected (see section 30).

29.Dispute venue

Subject to section 30, the parties submit to the state or federal courts with jurisdiction in Wyoming for disputes arising out of or relating to these Terms. These Terms do not require arbitration and do not include a class-action waiver.

30.Mandatory rights

Nothing in these Terms excludes rights or remedies that cannot legally be excluded. If you are entitled to mandatory protections under the law that applies to you, those protections continue to apply and take precedence over any conflicting provision in these Terms.

31.Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural events, outages of third-party infrastructure, marketplace or carrier failures, or governmental actions, provided it takes reasonable steps to mitigate.

32.Electronic communications

You agree that we may provide notices, agreements and other communications electronically, including by email and through the services, and that these satisfy any legal requirement that such communications be in writing.

33.Changes to the terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date and provide reasonable notice. Your continued use of the services after changes take effect constitutes acceptance, except where additional consent is required by law.

34.Contact

This document is provided for general information and is not legal advice.