We’re glad that you’ve chosen looch to run your business and make payments to looch businesses. Our platform (the “Platform”) includes accounting tools, financial services, a payment portal, delivered through both an application and a web-based payment portal. This also includes related documentation and any updates to these services or documents (collectively, “Software”). Simplicity Fintech Inc and its affiliates are referred to as “looch,” “we,” or “us” throughout these terms.

By using the looch application or web-based payment portal—both components of the Platform—you agree to enter into a binding contract with us. If you are an individual acting on behalf of a business or organization, you accept these terms in both your personal capacity and on their behalf. In such cases, “you” refers collectively to you as an individual, the business owners in their personal capacities, and the entity you represent.

To access and/or use the Platform, you acknowledge and agree to the following:

a. The terms and conditions of this agreement (“Agreement”).

b. To access looch Smartcards, you must be registered and have a physical presence in the United States.

c. You are at least 18 years of age, capable of forming a binding contract with looch.

d. You are not based in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk (“DNR”), Luhansk (“LNR”), Kherson, and Zaporizhzhia regions of the Ukraine or any other territory that is subject to a government embargo or comprehensive sanctions (Russia), or are not otherwise prohibited from using the Platform under the laws and regulations of the United States, or any other applicable jurisdiction; and that you are not included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people, and jurisdictions.

looch will update this Agreement from time to time. If looch deems that an update is material, you may need to accept the new Agreement to continue using the Platform. At all times, your use of the Platform is considered sufficient acceptance of the Agreement, including its most up-to-date terms, conditions, and provisions.

Furthermore, you agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.

READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.

THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

You agree not to:

a. Use the Platform for any unlawful or illegal purpose, or any purpose otherwise prohibited by this Agreement.

b. Use the Platform for any personal, family, household, or other use that is not related to a legitimate business purpose.

c. Use the Platform for the benefit, either directly or indirectly, of an individual, organization, or country identified on the United States Office of Foreign Asset Control’s Specially Designated Nationals List or any other U.S. Government list of prohibited or restricted parties.

d. Use the Platform for any third party unaffiliated with your business, unless you were invited to join a profile as an observer or other role.

e. Use the Platform to gather information or knowledge for a competing business or prospective business.

f. Impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity.

g. Access the Platform using a Virtual Private Network (VPN) or any other method capable of concealing your device’s IP address or other identifying information.

h. Access the Platform using a mobile device that isn’t owned and used exclusively by you.

i. Interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any looch IP, data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.

j. Decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform

k. Circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in the Platform.

l. Access the Platform using automated means such as a robot, spider, scraper, or other any other software or script for any purpose.

m. Cache or archive any part of the Platform or its website.

n. Take any action that we deem to cause an unreasonable load on our technical infrastructure.

o. Use the Platform for any purpose deemed, at our sole discretion, suspicious, risky, unsafe, unconventional, improper, inappropriate, discriminatory, or otherwise harmful.

p. Engage in abusive, harassing, threatening, offensive, or otherwise inappropriate conduct towards looch or its employees, agents, service providers, partners, or other users.

looch monitors transactions for suspicious activity and reports all suspected fraudulent activity to law enforcement and other appropriate authorities.

You agree to keep your profile up-to date, including your personal and business information. We disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform's accuracy and effectiveness.

You are solely responsible for the security of your account. As such, you agree to:

a. Register your profile to an email address that is owned, controlled, and used exclusively by you, with a strong password that is never shared with anyone.

b. Only access the Platform from a mobile device that is owned, controlled, and used exclusively by you, and that is locked when not in use. A mobile device is locked when a secure PIN or biometrics (Face ID, Touch ID, fingerprint) are required to access it.

c. Only send instant payments to recipients whose email addresses you have verified as accurate.

d. Understand that instant payments are final, irreversible, and cannot be recalled once sent.

e. Acknowledge that instant transfers and instant payments typically settle within moments, often in under a minute. However, settlement times may be longer due to security reviews, verification processes, or circumstances outside of looch’s control.

By creating a looch profile, you authorize us to take the following actions on your behalf with full discretion:

a. Payment methods: looch may utilize various payment networks, including FedNow, RTP, ACH, Fedwire, push-to-card (Visa Direct & Mastercard Send), and The Stripe Network, either directly or through our partners. When you initiate a payment or transfer, looch will select the most appropriate method based on factors like your chosen payment speed and other relevant considerations.

b. Financial accounts: To enhance security, optimize fund flows, and improve functionality and user experience, looch is authorized to create financial accounts with its banking partners in your name, as necessary.

c. Smartcards: When making payments to certain contacts, looch may generate Smartcards on your behalf to facilitate the transaction.

d. Trusted payment directories: looch may register your business as a payee in third-party bill pay directories commonly used by banks, financial institutions, and bill payment platforms. This enables others to send payments to your looch account using their existing online banking or payment systems.

Payments to contacts using looch (when you make a payment):

When you initiate a payment to a contact using looch, you authorize looch to process the payment on your behalf. You acknowledge and agree that once funds are received by looch, such funds are deemed received by your contact at that time, and your payment obligation to the contact is fully satisfied. looch acts solely as the authorized agent of the contact for the limited purpose of receiving payments on their behalf. looch’s subsequent disbursement of funds to the contact does not affect your discharge of the payment obligation.

Appointment as agent of payee (when you receive a payment):

By onboarding with looch and submitting the required tax and payment information, you hereby appoint looch as your authorized agent for the sole and limited purpose of receiving payments on your behalf from looch businesses that owe you funds. Once a looch business makes a payment to looch, such payment is deemed received by you at the time looch receives the funds, and the looch business’ payment obligation to you is thereby satisfied in full. looch’s subsequent disbursement of those funds to you constitutes a payment of funds already received on your behalf.

a. Payout frequency & timing: looch determines the transfer frequency from your Card Payments Wallet, which stores funds from invoices and money requests paid on the payment portal, on your WooCommerce store, or in-person with tap-to-pay. Payout schedules are not guaranteed. looch may adjust the payout frequency or delay, pause, or review payouts at any time based on risk factors, fraud prevention, compliance requirements, profile history, disputed charges, chargebacks, unauthorized activity, unusual processing patterns, or other business or operational considerations.

b. Reserves: To protect you and looch from financial loss, looch may place a reserve on your profile. A reserve is an amount of funds set aside to cover potential disputes, chargebacks, refunds, or other liabilities. Reserves can be fixed, rolling, or event-based. looch may increase, reduce, or remove a reserve at any time based on risk.

c. Holds on funds: looch may hold funds temporarily if we need more information about your business, transactions, customers, delivery of goods or services, or compliance with our policies. You agree to provide any requested information promptly. Funds may remain on hold until the review is complete.

d. Profile reviews: looch may conduct profile reviews at any time to verify identity, business activity, or compliance with financial partner requirements. During a review, payouts may be paused. Failure to provide information may result in holds, reserves, rejected payouts, or profile closure.

e. No obligation to release funds in cases of risk: If we determine that releasing funds would create a financial, legal, or compliance risk, looch may refuse to release funds, reverse payouts, or recover funds from your linked financial accounts. Decisions about risk are at looch’s sole discretion.

f. Your responsibilities: You are responsible for delivering the goods and services your customers purchase and for handling disputes, refunds, and customer support. If your customers dispute charges, looch may debit your Card Payments Wallet, payout financial account, or take any measure listed in section 15.

Finality of payouts: Transfers from your Card Payments Wallet to your financial account are considered final, except in cases of error, fraud, chargebacks, disputed charges, unauthorized activity, or other required adjustments. In these situations, looch may debit your Card Payments Wallet, payout financial account, or take any measure listed in section 15.

When you use looch Smartcards Visa® Commercial Credit Cards, the transaction amount is immediately debited from the looch account linked to the Smartcard.

The Platform implements spend management controls to help monitor and limit spending; however, the effectiveness of these controls depends on the accuracy of data transmitted by merchants and the card network. Since merchants and the card network may use varying addresses, Merchant Category Codes (MCCs), or other identifiers, the Platform cannot guarantee that these controls will function as intended in every instance. As a result, the Platform is not responsible for any limitations in enforcement caused by inaccuracies or inconsistencies in data provided by merchants or the card network.

Services offered on the Platform may be free or cost a fee. Fees are either transaction based, or subscription based. The fee schedule is at https://looch.money/pricing and is updated when changes are needed, at looch’s sole discretion.

Transaction fees depend on the type of transaction and the accounts involved. You can review each transaction’s fee before completing it. Transaction fees are usually taken from the account used, and they are non-refundable unless the transaction fails.

Subscription fees are taken from your Primary Business account on the first day of each month. If the balance is insufficient, we will try to charge your external accounts. You can change the order of these charges in the settings menu. If you cancel a subscription, the service will continue until the end of that month and won't renew automatically.

We give you a non-exclusive, limited, and non-transferable license to use our Platform as allowed by their features. We can revoke this license anytime, with or without a reason. All the content and materials on our Platform, like software, images, text, graphics, logos, patents, and more ("looch IP"), are owned by us and our licensors. You can't sell, rent, copy, modify, or use any looch IP in ways not explicitly allowed by this agreement.

If you send us feedback or ideas on how to improve our Platform, you agree that we can use them freely without owing you anything. Your feedback is given voluntarily, and we can use it as we see fit without any obligation to you. We also retain the right to use any ideas we already had or got from other sources.

"Intellectual Property Rights" includes all rights to patents, copyrights, trademarks, trade secrets, and other related rights, as defined by applicable laws.

We can aggregate data from your use of our Platform for our business purposes.

We use reasonable safeguards to protect your information but can't guarantee complete security. You provide your data at your own risk. Using our Platform means your data may be collected and used as described in our privacy policy. Note that your use of financial accounts is subject to the privacy policies of our provider.

looch is not responsible for any account information obtained from third parties.

When you ask us to get your account information from third parties, you allow us to use and store that information, along with other details you provide through the Platform (like usernames and passwords), to deliver our services to you. You give us permission to access those accounts and retrieve your information without needing to notify you again. looch will act on your behalf, not on behalf of the third party.

looch does not check third-party account information for accuracy and is not responsible for any problems or costs resulting from such information, including inaccuracies, errors, delays, or non-delivery. To be clear, looch is not responsible for any payment processing errors or fees due to incorrect account information provided by third parties.

By initiating a transfer from your bank account to a looch account using the looch application, or making a payment to a looch business on the web-based payment portal, you authorize looch, its fintech, and banking partners to process an Automated Clearing House (ACH) debit from the bank account you provided. You confirm that the account details you provided are accurate. You also agree that these transactions will follow the rules of the National Automated Clearing House Association (NACHA).

By sliding the “Transfer” or “Schedule transfer” button on the application, or by clicking “Pay” on the web-based payment portal, you authorize looch to debit your bank account via ACH. You authorize, if necessary, adjustments for any debit entries made in error to your account. This authority will remain in effect until:

a. You remove the bank account from your looch profile in the application.

b. You remove the bank account from the web-based payment portal.

c. You delete your looch profile.

You represent and warrant that the bank account either belongs to you or you have the authority to provide looch with this authorization to credit or debit your account.

By using looch to pay a contact with a card, you acknowledge and agree to the following:

a. Authorization to charge payment card: You authorize looch to charge your selected payment card, including any applicable processing fees, for the purpose of initiating a payment to your chosen contact. This payment is made on your behalf and for business-related purposes only.

b. looch as the merchant of record: You understand and agree that looch, not your contact, is the merchant for this transaction. looch is providing a financial service by processing your payment and delivering funds to your contact in accordance with your instructions. Your contact does not charge your card directly.

c. No dispute for contact performance: You agree that if you have concerns or issues with the goods or services provided by your contact, you will address them directly with the contact. Because looch has performed its service by processing and delivering the payment as instructed, you will not initiate a chargeback or payment dispute with your card issuer based on dissatisfaction with your contact’s performance.

d. Finality of payment: Once a payment is successfully processed and delivered to your contact, it is considered final. If your contact has not fulfilled their obligation to you, it is your responsibility to resolve the matter with them independently.

e. Business use only: Payments made through looch must be for business purposes. Personal transactions are not supported.

Notwithstanding Sections 7 & 9, if an amount is owed to us and we are unable to successfully charge any of the accounts listed in your payment methods, we reserve the right to debit or charge any account known to us, including but not limited to removed accounts and accounts obtained through our third-party aggregator partners, regardless of whether those accounts were added to your looch profile. This right is intended to recover amounts owed or negative balances in your Card Payments Wallet or any other looch account. It includes external accounts or payment methods associated with your profile or its owners, even if the profile has been deleted. This right remains in effect regardless of whether the Platform exercises it prior to initiating arbitration, court proceedings, or any other action.

You are responsible for any costs incurred by the Platform in recovering unpaid amounts, including but not limited to legal fees, collection fees, and applicable interest at the maximum rate allowed by law.

Negative balances may result from insufficient funds, legitimate chargebacks, or fraudulent activity. The Platform reports any suspected fraudulent activity to the appropriate law enforcement authorities.

Our Platform might contain links to third-party sites and services we don't own or control. We're not responsible for these third-party services, and using them is at your own risk. Our agreement and Privacy Policy don't apply to these third-party services. Any interactions or transactions you have with third-parties found on our Platform are solely between you and the third-party, and we're not responsible for any issues that arise from those interactions.

If someone sues us because you used the Platform in an unlawful way or didn’t follow our rules, you will be responsible for any harm that comes to us.

You agree to defend and protect us from any claims or losses resulting from your use of our Platform, your data, or your violation of this agreement or any laws.

You will protect and hold us harmless from any losses, damages, fines, costs, and expenses (including legal fees) related to any claims resulting from your unlawful or unauthorized use of the Platform or violation of this Agreement. You agree to cooperate reasonably with us in defending any claims.

Our Platform is provided "as is" and "as available," with no warranties of any kind. We don't guarantee that our Platform will meet your needs, be available all the time, be secure, or be error-free. Using our Platform is at your own risk, and we aren't responsible for any issues that arise from using our Platform or downloading content.

We aren't liable for any indirect, special, or consequential damages related to your use of our Platform. This includes:

• Loss of data, profits, revenues, business opportunities, goodwill, or anticipated savings;

• Indirect, incidental, or consequential loss;

• Punitive damages; or

• Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, viruses, or spyware.

The above limitations apply even if we have been advised of the possibility of such damages.

Our total liability to you won't exceed:

a. The fees that you paid to use the relevant Service(s) in the 12 months before the breach; or

b. $100

We're not responsible for any unauthorized access, errors, or damages related to your use of our Platform.

This Agreement sets forth your exclusive remedy with respect to the Platform and its use.

This agreement starts when you begin using our Platform and continues until either you or we terminate it. You can end this agreement by paying any amounts you owe and notifying us. We can also terminate this agreement or suspend your account at our discretion.

We may update this agreement occasionally. Any changes will be posted on our site. By continuing to use our Platform after we make changes, you accept the updated agreement. Please check back regularly for updates.

This agreement is governed by Delaware law. Any disputes will be resolved by binding arbitration, not in court, except for small claims or as needed to protect our intellectual property. You agree to resolve disputes individually and not as part of a class action.

When you download our application from the Apple App Store or Google Play Store, you agree to their terms of service. Apple and Google aren't responsible for the application or any claims related to it.

You can't transfer your rights under this agreement, but we can.

Any notices we need to give you will be sent electronically.

This agreement is the entire agreement between us, and if any part is invalid, the rest will still apply.

We may comply with legal orders related to your use of our Platform, and certain parts of this agreement will continue to apply even after termination.

By using our Platform, you agree to the use of electronic signatures and understand that this has the same legal effect as a physical signature.

Copyright 2024 Simplicity Fintech Inc. All rights reserved.