This Loop Multi-Currency Account Agreement ("Multi-Currency Account Agreement") is supplementary to the Platform Agreement between you and Loop and is entered into between you ("Company") and Loop Payments Inc. ("Loop Payments" or "we", "us", "our").
Loop Payments is registered in Canada with the Financial Transactions Reports Analysis Centre of Canada ("FINTRAC"), registration number M22489771. Loop Payments is registered with FINTRAC as a money service business as is required to provide foreign exchange dealings and money transfer services to customers resident in Canada. Loop Payments is supervised by the Bank of Canada as a payment service provider (PSP) under the Retail Payment Activities Act (RPAA). Loop is registered with the Bank of Canada as a payment service provider as is required to perform retail payment activities.
This Multi-Currency Account Agreement governs your relationship with Loop Payments and your use of the Loop Multi-Currency Account, including any payment Services offered through your Loop Multi-Currency Account. We may amend or replace this Agreement by posting an updated version to our legal page (https://www.bankonloop.com/legal). Please read this Agreement, the Platform Agreement and the Loop Privacy Policy carefully before using your Loop Multi-Currency Account. By using the Loop Multi-Currency Account, you unconditionally agree to follow and be bound by this Agreement, the Platform Agreement and the Loop Privacy Policy. Where you are acting on behalf of any other party, you hereby confirm that you have the authority to bind, and you hereby bind such other party to the Agreement, the Platform Agreement and the Loop Privacy Policy. All references to "you" and "your" herein include references to each and every party that you are acting on behalf of, including all Users, except where the context otherwise requires. This Agreement addresses important legal issues that impact Company's rights and obligations, including, among other things, limitations of liability of Loop Payments to Company arising out of the use of the Loop Multi-Currency Account and the Services.
IF YOU DO NOT ACCEPT THESE TERMS, THE PLATFORM AGREEMENT AND THE PRIVACY POLICY, YOU MUST NOT USE THE LOOP MULTI-CURRENCY ACCOUNT.
Notwithstanding anything to the contrary in the Platform Agreement, in the event of any conflict between this Agreement and the Platform Agreement, this Agreement will govern.
Capitalized terms used in this Agreement have the meanings provided below or elsewhere in the Agreement. Capitalized terms that are not defined in this document have the definitions provided in the Platform Agreement.
2.1 Loop Multi-Currency Account General Information
If you have established an Account with Loop, you can establish one or more Loop Multi-Currency Accounts in the name of a User. With a Loop Multi-Currency Account, Users can load funds to their Loop Multi-Currency Account using Payment Loading Methods assigned to the Loop Multi-Currency Account, hold funds in the Loop Multi-Currency Account and use the funds to make payments. Users may have multiple Loop Multi-Currency Accounts in different Approved Currencies.
When you load funds into your Loop Multi-Currency Account, we may place a hold on all or a portion of your money until we have verified that the funds will be available for payment to us. In addition to your obligations under this Agreement and the Platform Agreement, you must comply with any specific terms established by Loop and applicable to your choice of Payment Loading Method.
The funds Users add to a Loop Multi-Currency Account are held securely with a third party financial institution. You may be required to agree to a separate set of terms with such financial institution (the "FI Terms") in respect of some or all of such funds. Loop is not acting as an agent or representative of any such financial institution and is not responsible for any actions of such financial institution. Under this Agreement, such financial institution is not responsible for or liable to you or any of your beneficiaries for fulfilling your funds delivery and Loop Payments, not such financial institution, is responsible for the performance of Loop Payment's obligations under this Agreement. Unless the FI Terms provide otherwise, neither Company nor any User will receive interest or any other earnings on funds held in the account held with such third party financial institution and you agree that any interest that may be earned on funds in such account are owned by Loop Payments. The account details that we provide to you in order for you to receive funds from third parties are for accounts held by Loop Payments and its affiliates (and we will credit your Loop Multi-Currency Account, which is held by us, upon receipt of such funds), and are not for a bank account held by you. In the event of a conflict between the FI Terms and any provision of this Agreement, the FI Terms will prevail with respect to the services provided by such financial institution to you pursuant to the FI Terms.
Loop Payments is not a bank or regulated financial institution and therefore value held as a balance in your Loop Multi-Currency Account represents an unsecured claim against Loop Payments, subject to applicable bankruptcy and insolvency laws. As noted above, funds you hold with Loop Payments are held in accounts at regulated financial institutions, as required by the Retail Payment Activities Act (Canada), and may be eligible for deposit insurance coverage in the event of a failure of such financial institution, including deposit insurance offered by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or similar insurance regime(s) in other jurisdiction(s), where applicable. The availability and scope of any such deposit insurance coverage is determined solely by the applicable deposit insurance regime to which such financial institutions are subject. Loop Payments provides no guarantees with respect to the extent or availability of deposit insurance. The financial institutions where your funds may be held and the applicable deposit insurance regime can be found on our website at www.bankonloop.com. Loop Payments does not use balances held by its customers for operating expenses or other corporate purposes, and such balances are held in segregated accounts subject to, and in accordance with, Section 2.2 of this Agreement.
All of your transactions (including your balance, uploaded money, and money you have received, converted, sent and/or withdrawn), including related fees and exchange rates, if applicable, are recorded in the transaction history section of your Loop Multi-Currency Account. You may access this information by logging into your Account.
2.2 Funds Held in Trust Account
In order to comply with the Retail Payment Activities Act, S.C. 2021, c. 23, s. 177 and the regulations thereunder (the “RPAA”), Loop Payments is required to hold the funds held by you in your Loop Multi-Currency Account in a Trust Account on behalf of you, being an individual or entity that uses the Loop Multi-Currency Account provided by Loop Payments pursuant to this Agreement as a payer or payee (the “Beneficiary”), at an arms’-length financial institution until such funds (“Trust Assets”) are fully withdrawn by you, or transferred to another individual or entity.
Notwithstanding the foregoing, you acknowledge there may be circumstances where the funds in or associated with your Loop Multi-Currency Account are not held in a Trust Account, including as follows:
The sole purpose of Loop Payments, in its role as Trustee, as defined herein, is and shall be carrying out its obligations under Section 2.2 of this Agreement, and the Trustee shall not, throughout the Term, as defined herein, in its capacity as Trustee, engage in any activities other than carrying out the activities contemplated by Section 2.2 of this Agreement. For greater certainty, the provisions of this Section 2.2 solely refer to Loop Payments in its capacity as Trustee, unless expressly stated otherwise.
By entering into this Agreement, including this Section 2.2, the Beneficiary acknowledges this Trust and confirms that it and the Trustee intend that Trust Assets be held in trust by Loop Payments, as Trustee, for the Beneficiary until the Trust Termination Date, as defined herein, upon the trusts and with and subject to the powers and provisions hereinafter declared and contained in this Section 2.2 of this Agreement:
2.3 General Company Obligations
Without limiting your obligations under the Platform Agreement:
2.3 Permitted Uses
The Loop Multi-Currency Account services including Payment Loading Methods, shall only be used for business or commercial purposes and may not be used to engage in any activity on the Prohibited Activities List. In no event may the Loop Multi-Currency Account services be used for personal, family, or household purposes or for purposes on the Prohibited Activities List and doing so may result in immediate termination of this Agreement. You are prohibited from reselling, distributing or offering, directly or indirectly, the Loop Multi-Currency Account services.
In addition you must not do any of the following: (i) attempt to gain restricted access to any of our or a Third-Party Service Provider's systems; (ii) use the Loop Multi-Currency Account services, including any Payment Service, in violation of applicable law or in connection any purpose or activity that is unlawful, fraudulent or misrepresentative; (iii) rent, lease license or sell any of our or a Third-Party Service Provider's technology; or (iv) take action or employ any technique, device, software or routine that will result in interference with the operation of our or a Third-Party Service Provider's systems, or will impose an unreasonable or disproportionately large load on our or a Third-Party Service Provider's systems;
You must immediately notify us if you become aware of or suspect: (i) any activity that is not permitted under this Agreement; or (ii) any breach of this Agreement.
2.4 Receiving Money from Third Parties
In certain currencies, we may provide to you specified bank account details that you can in turn provide to third parties so that they can send money to your Loop Multi-Currency Account using either the electronic funds transfer method, or the wire transfer method. These account details are offered by our third-party banking partners. These specified bank account details that we may provide to you in order for you to receive funds from third parties are for accounts held by Loop and its affiliates (and we will credit your Loop Multi-Currency Account, which is held by us, upon receipt of such funds), and are not for a bank account held by you.
When someone sends money to your Loop Multi-Currency Account using a method that we support, the money will appear in your Loop Multi-Currency Account. You should check the incoming funds in your Loop Multi-Currency Account against your own records regularly and let us know if there are any irregularities. When you receive funds you can accept them as-is and maintain a balance in your Loop Multi-Currency Account in that currency or accept them and then convert it to another currency, and hold that currency or send it to your or a third party's account. If you choose to receive money using this method, you will not have access to such funds until we receive the funds into our specified account.
You acknowledge that the money received in your Loop Multi-Currency Account via this method may be subject to reversal or chargeback and you agree that we can deduct the received amount from your Loop Multi-Currency Account if it is reversed by the person who paid you the received amount or any relevant payment services provider, including any third party financial institution. If, for any reason, the transaction is cancelled or refused, then we will promptly return the deposit to the bank account from which the transaction originated. In the event that we are unable to return the deposit, then we will promptly contact you using the most current Registration Data you have provided to us.
If you provide the account details we provide to you to a third party, you agree that you will not impose a surcharge or any other fee solely for accepting payment through a service offered by Loop. You are not permitted to receive payments by payment methods other than those permitted by Loop under this Agreement, including cash, mailed check, or electronic check. There may be financial limits for particular payment methods or currencies.
3.1 General – Payment Services
You can use the Loop Multi-Currency Account for Payment Services, as further described below. The Payment Services made available to you will depend on a number of factors including your verification status with us.
We cannot guarantee the use of any particular Payment Service and may change or stop offering a Payment Service at any time without notice to you, but we will ensure that you will have at least one Payment Service available to you unless prohibited by applicable law.
You are responsible for obtaining all consents for the collection, provision and use of any Personal Data and any confidential information, including contact information and any other information you include when sending, receiving or requesting a payment or using the Payment Services. You are also responsible for providing us with all required authorizations and any other information we reasonably request.
You represent and warrant that each time a debit transaction is initiated using the Payment Services: (i) such transaction is and will continue to be authorized and that you will notify us immediately if such authorization is rescinded or revoked; (ii) such transaction has been duly authorized by a valid signatory; and (iii) you will provide any required authorization and other required information to Loop Payments or a Payor, as the case may be.
You agree that your Loop Multi-Currency Account is subject to withdrawal and send money limits. If your withdrawal request exceeds the current limit, we may decline your request or impose additional checks or impose additional obligations or time limitations before allowing the money to be withdrawn.
We do not have any control over the time it may take for your or a Payee's bank or payment provider to credit and make available funds to you or the Payee once we make the funds available to you or the Payee's bank or payment provider. You acknowledge that other financial institutions and payment service providers are not obligated to accept any payment or debit request.
We may delay a withdrawal, in certain situations, including if we need to confirm that the withdrawal has been authorized by you or if other payments to your Loop Multi-Currency Account have been reversed, for example, as a result of a chargeback or bank reversal.
Loop Payments does not represent or warrant that any payment can be reversed or cancelled for any reason. Loop Payments reserves the right, in its sole discretion, to decline to act on any Payment Instruction, either in whole or part, when: (i) such Payment Instruction is unclear or suspicious; (ii) such Payment Instruction would violate any applicable law, rule or Loop Payments's policies or procedures; or (iii) Loop Payments has reason to believe that such Payment Instruction is not authorized by you.
3.2 EFT Services
Sending and Requesting Funds
You can use the Loop Multi-Currency Account to make payments both domestically and internationally to participating Payees in participating countries by either:
You can also use the Loop Multi-Currency Account to:
From time to time, Loop Payments at its sole discretion may add or delete Payees and can add and delete Payment Loading Methods that can be used to make payments to a Payee.
By providing Loop Payments with the names and account information of Payees to whom you wish to direct payments, you authorize Loop Payments to follow any Payment Instruction submitted by you. That means that when you provide Loop Payments with a Payment Instruction, you are authorizing Loop Payments to debit your Loop Multi-Currency Account and to remit funds to the relevant Payee on the date scheduled by you in the Payment Instruction (the "Payment Date").
You must not assign any authorization for EFTs unless we allow you to do so. If you intend to change your business name, you must notify us in writing at least 15 days before such change and you must notify your Payors in writing at least 10 days before such change.
If permitted by the EFT Services, you will be entitled to set up recurring payments. When a recurring payment is processed, it is automatically scheduled by the system based on your selected frequency setting for the payment, and a processing date is calculated for the next following occurrence. If such date is not a business day, it shall be adjusted to the immediately following business day.
You understand that different Payees have different payment requirements and it is your responsibility to know what your Payees' requirements are and to arrange your payments accordingly. You will ensure that all Payment Instructions provided to Loop Payments are received by us in sufficient time to permit Loop Payments a reasonable opportunity to deal with them. Loop Payments shall have no responsibility for (i) delays in crediting payments which are as a result of the Payee's procedures; (ii) your failure to follow a Payee's payment requirements; or (iii) your failure to schedule a Payment Date sufficiently in advance of the date that a payment is due.
In respect of your use of the EFT Service and without limiting any other provision of this Agreement, it is your responsibility to ensure that the information that you provide to Loop Payments is accurate. This includes your Registration Data, your Loop Multi-Currency Account, your Payment Date and your Payee details ("Payee Data"). You are also required to keep your Registration Data and Payee Data up to date.
We do not warrant that any particular EFT will be effected in a timely manner or at all, for any reason, including a Third-Party Service Provider's, or other financial institution's, failure to complete the associated transaction.
Loop Payments will have no responsibility and incur no liability to you if it is unable to effect any Payment Instruction(s) on a Payment Date owing to any one or more of the following circumstances: (i) if the Payment Instructions(s) issued by you to Loop Payments is/are incomplete, inaccurate, invalid or delayed; (ii) if the Loop Multi-Currency Account has insufficient funds or insufficient credit availability to cover the amount in the Payment Instruction(s) (plus any applicable taxes and/or fees); (iii) you have not provided Loop Payments the correct information, including the correct name, address or account information, or other information that may be required, for the Payee or use of the Payment Service; (iv) the occurrence a Force Majeure Event; or (v) for any other reason other than the gross negligence or wilfull misconduct of Loop.
In no event will Loop Payments be responsible for any late payment penalties, fees or interest imposed by a Payee under any circumstances.
Payment Cancellation Requests
An EFT is deemed to be completed unless the financial institution to which the EFT is made rejects the EFT. You acknowledge that we may return funds sent to your Loop Multi-Currency Account via an EFT if the Payor files a reimbursement claim in respect of such transaction. We shall not be required to inquire into the correctness of the reimbursement claim.
In the event that you wish to reverse or cancel a payment made by you using the EFT Service, you must contact us before 5 PM (EST) on any business day; however, you acknowledge that even if you contact us by such time, it may not be possible for such payment to be cancelled or reversed and have amounts returned to you, and Loop Payments disclaims any and all liability with respect to the foregoing. Loop Payments will use reasonable efforts to cancel the payment at no cost provided that the instructions are received in sufficient time to permit Loop Payments a reasonable opportunity to reverse the instruction in compliance with applicable clearing rules. Once the EFT Service has begun processing a payment it cannot be cancelled or edited.
Failed Transactions
If Loop Payments is unable to complete a Payment Instruction for any reason associated with your Loop Multi-Currency Account (for example, insufficient funds, insufficient credit, reversal/ return of funds by the Payee, stop/reversal of the transaction by a third party Payor), the transaction will not be completed and you will receive a return notice from Loop Payments. An NSF fee in the amount of $25 will also be assessed.
Records
You must retain all records of EFT transactions relating to your Loop Multi-Currency Account for a period of seven years after the last EFT transaction in your Loop Multi-Currency Account and you shall make such records available to us and any Third-Party Service Provider for reviewing and copying when requested by us or the Third-Party Service Provider.
3.3 Interac e-Transfer Service
You may use a Loop Multi-Currency Account to send or receive Interac e-Transfer transactions. Interac e-Transfer transactions can be sent domestically in Canadian dollars only.
Send Money and Autodeposit
Before sending an Interac e-Transfer to a Payee from your Loop Multi-Currency Account, you must ensure that the Payee is aware they will be receiving the Interac e-Transfer. The time it takes for the Payee to receive the Interac e-Transfer will vary. The Payee may allow for the Interac e-Transfer to be automatically deposited into their account or they may require you to ask a security question, which they must answer in order to receive the funds from the Interac e-Transfer. The Payee will have 30 days from the date the Interac e-Transfer is sent to claim the funds, after which the Interac e-Transfer will automatically expire and the funds will not be deposited.
Request Money
You may also request a third party Payor send an Interac e-Transfer to your Loop Multi-Currency Account. To do so, you must provide the prospective Payor's email address, mobile number and any other information we reasonably request. The prospective Payor will then be sent a message that you have requested an Interac e-transfer. If the Payor sends an Interac e-transfer to your Loop Multi-Currency Account and you have enabled "Autodeposit", the associated funds will be automatically deposited into your Loop Multi-Currency Account. Otherwise, you will be required to answer a security question correctly, for verification purposes, in order to receive the funds. An Interac e-transfer sent from another financial institution will expire after a certain period of time if you do not claim it.
Changes
You may request to change or cancel an Interac e-Transfer transaction before the Payee declines or accepts it. You may also request to change or cancel a request for an Interac e-Transfer before the prospective Payor declines or fulfills it. There is no assurance that these requests will be fulfilled; however, we will use reasonable efforts to do so.
Security Questions and Answers
If you set up a security question and answer when you send an Interac e-Transfer, the security question and answer you use must be unique, not easily guessed, and must not include a birth date, name, telephone number, social insurance number or sequential numbers or any other security credentials you use. You must ensure that only you and the Payee know the security question and answer and you, as the Payor or the Payee, must ensure that the security question and answer are not disclosed to any other person. You must not use any message that may accompany an Interac e-Transfer to send the security question or answer. You shall comply with all of our instructions with respect to security questions and answers. If you change your question or answer, it overrides any previously saved security question and answer for that Payee and the new security question or answer will enable the Payee to accept any previously sent Interac e-Transfer funds that have not yet been claimed and are not expired or cancelled. Loop Payments will not be liable for losses incurred by Payors or Payees as a result of the misuse, improper communication or improper disclosure of any answer to a security question.
Disclaimer
We do not represent or warrant that any Interac e-Transfer will be effected in a timely manner or at all. Without limiting anything in this Agreement, you are responsible for promptly verifying the status of any Interac e-Transfer and are required to immediately report any missing information or discrepancies in writing to us.
3.4 P2P Transfers
You may use a Loop Multi-Currency Account to send or request funds to another Loop Multi-Currency Account via a peer-to-peer transfer ("P2P Transfer"). You may only send or request funds via a P2P Transfer to or from yourself or businesses that you know and trust and who has agreed to send or receive the P2P Transfer. You may only use a P2P Transfer to send your own funds or to collect funds that are intended for you. When you send or request funds via a P2P Transfer, we will send a notification via the Website which will identify you as the Payor or Payee and will disclose necessary information including your name and/or phone number, picture and the amount of funds you sent or requested. In order to send a P2P Transfer, we will ask you to provide us with your contact's mobile phone numbers and these will act as unique identifiers. You have the option of manually entering this information or you can sync the contacts on your mobile phone for your convenience. We will ask your permission before syncing your mobile phone contacts. The use of this information will be subject to our Privacy Policy.
We may set limits for the amount of money you are allowed to send, receive, or request and the number of requests you are allowed to make using this service. We may block attempts to send, receive, or request money that exceed such limits. We may also change such limits at any time, and from time to time, without prior notice to you.
You acknowledge and agree that we may invalidate or reverse any P2P Transfer if we determine, in our sole discretion, that it was fraudulent, unauthorized, sent in error including to the wrong Payee, could not be completed due to insufficient funds or otherwise violated the terms of this Agreement. If you send or receive a P2P Transfer that is later invalidated or reversed, you may be liable to us for the full amount of the P2P Transfer, and such amount will be considered a liability for the purposes of this Agreement.
3.5 Paying your Credit Facility
You may use your Loop Multi-Currency Account to pay any amount owing under any Credit Facility.
Grant of Security Interest
To the extent permitted by applicable law, you may use your Loop Multi-Currency Account to hold funds as collateral for amounts owed under a Credit Facility, in which case you grant us a security interest in the funds held in your Loop Multi-Currency Account and the use of the funds may be restricted according to the terms of the Loan Documents. You agree to provide such information, execute such documents and provide such other assistance as reasonably necessary in connection with the grant, registration, perfection and enforcement of such security interest.
Set-Off
If Loop demands repayment of the full outstanding amounts owing under any Credit Facility, you irrevocably authorize Loop to set off the amount owed under the Credit Facility by deducting the balance from your Loop Multi-Currency Account. In order to recover the amount owed under the Credit Facility, Loop may be required to perform a currency conversion.
If you agree by checking the designated box on the Loop Platform to allow Loop to withdraw any amounts owing to it from time to time, such selection shall constitution due authorization by you for Loop to make any such withdrawal.
3.6 Other Payments
You may use your Loop Multi-Currency Account to make any other payments to or from yourself or businesses that you know and trust and who have agreed to receive such payment.
You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Loop caused by or arising out of your use of the Loop Multi-Currency Account. You agree to reimburse Loop for any and all such liability.
3.7 What Happens if You Owe Us Money?
In the event you are liable for any amounts owed to us, you hereby irrevocably authorize us to immediately remove such amounts from your Loop Multi-Currency Account, if available, to fully or partially satisfy such liability. If there are insufficient funds in your Loop Multi-Currency Account to cover your liabilities to us, we reserve the right to collect your debt to us by using any payments received in your Loop Multi-Currency Account and otherwise you agree to reimburse us through other means. We may also recover amounts you owe us through other collection avenues, including through the use of a debt collection agency. We may recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
Our services include the ability to convert currencies, for example:
If you elect to convert currency, we will convert the funds using the Third Party Conversion Rate plus the Foreign Currency Exchange Fee. We will let you know the conversion rate when you place your currency conversion order.
We reserve the right in our sole discretion to refuse any currency conversion order. Reasons for refusal may include incorrect information about the Payee, insufficient available funds, or where we believe you may have violated this Agreement. We will endeavour to notify you of any refusal, using the contact information in your Account, stating (where possible) the reasons for such refusal and explaining how to correct any errors. However, we will not notify you if such notification may be unlawful.
We may place limits on the amount of currency you may convert at any given time, for more information on the applicable limits, please visit our Website. We may limit the amount of your conversion order consistent with our obligations under applicable law and at our discretion.
We carry out verification checks and these checks may increase the time it takes to process your currency conversion order. We cannot be responsible for any delays as a result of carrying out those checks.
You are responsible for ensuring the instructions you provide to us are accurate. Once payment instructions have been executed by Loop Payments, transactions cannot be cancelled or reversed and we will not be liable in any way for any loss you suffer as a result of a transaction being carried out in accordance with your instructions.
The fees for our services, including withdrawing, receiving and sending money, and currency conversion will be disclosed to you when you place an order and prior to you confirming the transaction. You may also view the fee structure on our pricing page https://www.bankonloop.com/pricing. For clarity, the fees applicable to you on the pricing page form part of this Multi-Currency Account Agreement and are subject to change. We will not process your order until we have received the applicable fee from you.
You agree to pay the relevant fees using your chosen Payment Services. The fee will be charged at the time when you withdraw, send or receive money or convert currency. Our fee does not include any fees that your bank or the Payee's bank may charge. Those fees may be deducted from money you upload into your Loop Multi-Currency Account or balances in your Loop Multi-Currency Account.
You are responsible for any taxes which may be applicable to payments you make or receive, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority.
This Agreement continues until terminated by either Company or Loop Payments or as otherwise set forth in this Agreement.
Company may terminate this Agreement by: (i) providing notice Company wishes to terminate this Agreement and close the Multi-Currency Account; and (ii) paying all amounts owed under all other agreements with Loop or Loop Payments. If Company reapplies or reopens the Account or uses or attempts to use the Services or Payment Loading Methods, Company is consenting to the Agreement in effect at that time.
Loop Payments may terminate this Agreement, or suspend the Account, Payment Loading Methods or Payment Services for any reason whatsoever and at any time at its sole discretion, without notice and without liability to you, including if required by a Third-Party Service Provider, as a result of Company's activities exceeding Loop's risk tolerances, fraudulent transactions, and Company's actual or suspected violation of applicable laws, including trade and economic sanctions laws, and anti-money laundering and anti-terrorist financing laws.
Company remains responsible for charges, fees, fines, and other losses caused by Company's action or inaction or otherwise arising with respect to any transaction or liability that accrued prior to the termination of the Agreement.
Sections 6 (Term and Termination), 7 (Notice and Communication), 8 (Limitation of Liability), 9 (Disclaimer of Warranties and Risk), 10 (Indemnification), 11 (Force Majeure Event), 12 (Governing Law and Venue), 13 (Legal Process), 14 (Assignment), and 15 (Headings and Interpretation); Section 2.10 (Ownership and License) of the Platform Agreement; the provisions of the Platform Agreement that identify continuing obligations; your representations and warranties under this Agreement and the Platform Agreement; and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Agreement.
Company consents to Loop Payments providing Notices under this Agreement electronically and understands that Notices provided electronically have the same legal effect as a physical notice.
Loop Payments will provide Notices regarding activity and alerts related to the Account electronically through the Account, email, and via text or SMS to the contact information provided to us by Administrators and Users. Notices affecting payment and legal terms in the Agreement will be sent to Administrators through the Account or email and are considered received 24 hours after they are sent. Company understands that it may not use the Services or Payment Loading Methods unless Company consents to receive Notices electronically. Company may only withdraw consent to receive Notices electronically by closing the Account.
Loop Payments may send Notices to Users' mobile phones through text or SMS to the phone numbers Administrators and Users provide. These Notices may include alerts about Services, Payment Loading Methods or Charges, and may provide Administrators and Users the ability to respond with information about Charges on Payment Loading Methods, Cards, or the Account. Administrators and Users may elect to not receive certain Notices through the Account, but this will limit the use of certain Services and may increase the financial risks to Company. Company will secure appropriate authorization to send text or SMS messages to Users on Company's behalf.
Administrators and Users are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. Administrators and Users are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically.
Company, Administrators, and Users must contact Loop Payments immediately if Company is, or believes it is, having problems receiving Notices.
UNLESS OTHERWISE SPECIFICALLY PROHIBITED BY LAW YOU EXPRESSLY UNDERSTAND AND AGREE THAT LOOP PAYMENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU REGARDING YOUR USE OF THE WEBSITE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING (I) BREACH OF CONTRACT, WARRANTY OR REPRESENTATION; (II) TORT (INCLUDING NEGLIGENCE); AND (III) LIABILITY WITHOUT FAULT OR STRICT LIABILITY; AND INCLUDING, FOR ANY LOSS OF PROFIT OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOST OPPORTUNITIES, COST OF CAPITAL, COST OF SUBSTITUTED ASSETS, COST OF SUBSTITUTED SERVICES, DOWN TIME COSTS, LABOUR COSTS, LOSS OF USE OF DATA, LOSS OF GOODWILL SUFFERED, OR OTHER INTANGIBLE LOSS. LOOP PAYMENTS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, SOCIAL NETWORKS, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS. LOOP PAYMENTS SHALL NOT BE LIABLE FOR ANY INTERRUPTIONS OR DISCONTINUATION OF SERVICES. THE LIMITATIONS ON LOOP PAYMENTS'S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT ANY LOOP Payments HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Loop Payments's maximum liability to Company, its employees, agents, authorized third parties, representatives, Administrators, and Users, taken together in aggregate, under this Agreement is limited to the greater of the total amount of fees actually paid by Company to Loop Payments in the three months preceding the event that is the basis of the claim or five thousand dollars ($5,000). These limitations apply regardless of the legal theory or basis on which the claim is based.
LOOP PAYMENTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO USERS, OR ANY OTHER THIRD PARTY WHETHER ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, AND LOOP PAYMENTS DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, OR NON-INFRINGEMENT REGARDING ANY SERVICES OFFERED AND NOTHING IN THIS AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO COMPANY. THE SERVICES OFFERED BY LOOP PAYMENTS AND LOOP MULTI-CURRENCY ACCOUNTS, ARE NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE". PLEASE BE AWARE OF THE LAWS OF YOUR PROVINCE OR TERRITORY OR THAT OTHERWISE APPLY TO YOU WITH RESPECT TO ANY DOCUMENT THAT IS PROVIDED. YOU ACKNOWLEDGE THAT YOU ARE ACCESSING THE WEBSITE OF YOUR OWN INITIATIVE, AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS THAT ARE APPLICABLE IN YOUR JURISDICTION.
THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY LOOP PAYMENTS. LOOP PAYMENTS DOES NOT PROVIDE SUPPORT FOR, DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES AND SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY.
LOOP PAYMENTS DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED UNDER THIS AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS OR PAYMENT LOADING METHODS ISSUED BY ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN LOOP PAYMENTS IS ADVISED OF SUCH DEFECTS.
YOU ASSUME ALL LIABILITY AND RISK, AND RELEASE US FROM ALL CLAIMS, ARISING FROM: (A) ANY FRAUDULENT, FORGED OR UNAUTHORIZED ACTIVITIES RELATING TO THE LOOP MULTI CURRENCY ACCOUNT SERVICES, INCLUDING YOUR FAILURE TO REPORT SUCH ACTIVITY AND UNAUTHORIZED USE OF YOUR SECURITY CREDENTIALS; (B) YOUR BREACH OF THIS AGREEMENT; (C) THE IMPLEMENTATION OF OR THE FAILURE TO IMPLEMENT A RETURN, REVERSAL, CHANGE OR CANCELLATION OF A PAYMENT OR REQUEST FOR A PAYMENT; (D) US RESTRICTING OR TERMINATING YOUR USE OF THE LOOP MULTI CURRENCY ACCOUNT SERVICES DUE TO FRAUDULENT ACTIVITY; (E) YOUR ACCEPTANCE OR CREATION OF TRANSACTIONS THROUGH THE LOOP MULTI CURRENCY ACCOUNT OR OTHERWISE, INCLUDING ANY LIABILITY OR RISK: (I) THAT A TRANSACTION WAS IMPROPERLY SENT OR REQUESTED; (II) THAT YOU MAY BE REQUIRED (LEGALLY OR OTHERWISE) TO RETURN THE TRANSACTION OR ASSOCIATED MONEY TO ANOTHER PERSON FOR ANY REASON; OR (III) THAT THE TRANSACTION WAS ILLEGAL, BUT EXCLUDING ANY FRAUDULENT ACTIVITIES COMMITTED BY OUR REPRESENTATIVES OR ARISING FROM OUR BREACH OF OUR PRIVACY AND SECURITY OBLIGATIONS IN THE PRIVACY POLICY. YOU AGREE THAT THIRD-PARTY SERVICE PROVIDERS WILL NOT BE NOT LIABLE OR RESPONSIBLE FOR ANY LOSSES OR DAMAGES SUFFERED BY YOU BECAUSE OF TRANSACTIONS ACCEPTED OR INITIATED BY US, YOU OR ANY THIRD PARTY.
You and every party for whom you act agree to indemnify, hold harmless and defend Loop Payments, Loop, Third-Party Service Providers, as well as their respective officers, directors, employees, agents, consultants, representatives, successors and assigns (the "Indemnitees"), from and against any and all claims, demands, liabilities, costs or expenses of any kind, including, in particular, legal fees and disbursements resulting directly or indirectly from: (i) your breach of this Agreement, the Platform Agreement, the Privacy Policy or any other agreements with Loop Payments or Loop, including any representations and warranties set out in any such agreements, or any other actions by you in respect of such agreements or our relationship with you; (ii) your negligence, wilful misconduct or fraud; (iii) your access to, use of, or inability to access or use the Loop Multi-Currency Account; (iv) any actions taken by any of the Indemnitees in reliance on your instructions or information apparently communicated by you; (v) your use of or reliance on publications, communications, distributions or downloads of any nature; (vi) the implementation of or the failure to implement a return, reversal, change or cancellation of a payment or request for a payment; (vii) your violation of any law or applicable regulation; (viii) any breach of our or Third-Party Services Providers' technology caused by any action or omission by you; (ix) any errors or omissions or other failures made by you or any of your representatives in connection with submitting information to us for effecting a transaction; or (x) enforcement or preservation of any rights under this Agreement, the Platform Agreement, the Privacy Policy or any other agreements with Loop Payments or Loop. You agree to cooperate with Loop Payments in the contestation of any such claim, demand, liability, cost or expenses.
Notwithstanding any other provision of this Agreement, we shall not be in default or breach of this Agreement or otherwise liable by reason of any failure in performance of this Agreement in accordance with its terms, if such failure arises or results from any Force Majeure Event.
Unless otherwise specified, this Agreement will be construed, applied, and governed by the laws of the Province of Ontario. By beginning an Application for an Account, each party (i) accepts, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts (and courts of appeals therefrom) for legal proceedings arising out of or in connection with this Agreement; and (ii) expressly submits to the jurisdiction of such courts, and irrevocably waives, to the fullest extent permitted by applicable law, its rights to bring an action in any other jurisdiction that could apply by virtue of its present or future domicile or for any other reason.
Loop Payments may respond to and comply with any court or similar order received related to Company's use of the Loop Multi-Currency Account or services, including subpoenas, warrants, or liens. Loop Payments is not responsible to Company for any losses Company incurs due to Loop Payment's response to such court or similar order. Loop Payments may take any actions it believes, in its sole discretion, are required under court or similar orders including holding funds or providing information as required by the issuer of the court or similar. Where permitted, Loop Payments will provide Company reasonable Notice that Loop Payments has received such an order.
Loop Payments may assign, pledge, or otherwise transfer this Agreement or its rights and powers under this Agreement without providing Notice to Company. Any such assignee will have all rights as if originally named in this Agreement instead of Loop Payments. Company may not assign this Agreement or rights provided, or delegate any of its obligations, without Loop Payment's express prior written consent.
Except where otherwise specified, all references to sections or provisions refer to sections or provisions in this Agreement or the applicable incorporated terms. The phrases "including," "for example," or "such as" do not limit the generality of the preceding provision; the word "or" will be read to mean either " . . . or . . ." or any combination of the proceeding items; and provisions listing items and using "and" require all listed items.
This Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. To the extent you enter into any FI Terms, those terms will govern as to your relationship between such financial institution and yourself.
Loop Payments may modify this Agreement or replace an agreement governing Company's use of the Account, Services, or Loop Multi-Currency Accounts, or any portion of them, by providing Notice. Any Administrator's or User's continued use of the Account, Services, or Loop Multi-Currency Account constitutes agreement to any modified or replacement Agreement.
Any waiver, modification, or indulgence provided by Loop Payments to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Agreement for any other or future acts, events, or conditions. Further, any delay by Loop Payments in enforcing its rights under this Agreement does not constitute forfeiture of such rights.
If any provision of this Agreement is deemed unlawful, void or unenforceable for any reason, that provision shall be severed, and the remaining provisions will remain in force and be fully enforceable. This Agreement applies for the benefit of Loop Payments, their officers, directors, employees, consultants, representatives, agents, successors and assigns.
All rights not expressly granted by this Agreement, the Platform Agreement or the Privacy Policy are reserved by Loop and Loop Payments, as applicable.
The parties have agreed that this Agreement and any related documents will be written in the English language. Les parties ont convenu que ce contrat et ses accessoires soient rédigés en anglais.
The Date of Last Revision of this Agreement: September 8, 2025
Interac e-Transfer is a registered trademark of Interac Corp. Used under license.
