Last Updated: August 14, 2025
These Terms of Service (“Terms”) are entered into by and between Loopp AI, Inc., a Delaware corporation(“Loopp,” “we,” “our,” or “us”) and the person or entity agreeing to these Terms (“Client” or “you”).
WHEREAS, Loopp operates a platform and related services that connect startups, enterprises, and other organizations with a curated network of pre-vetted AI engineers (“Engineers”) for the design, development, and delivery of AI-powered solutions and products;
WHEREAS, Loopp’s Project Managers (“PMs”) oversee engagements from project requirements through milestone approvals, quality testing, and final delivery to ensure projects are completed efficiently, responsibly, and to agreed specifications;
WHEREAS, Loopp operates under a fixed project budget once agreed in writing, with Client obligated to pay the full budget upon acceptance of the completed Deliverables, and Engineers compensated only after Client approval of project completion;
NOW, THEREFORE, the parties agree as follows:
1.1 Binding Agreement
By executing a Statement of Work (“SOW”), accepting a project proposal, or otherwise using Loopp’s services, you agree to be bound by these Terms and Loopp’s Privacy Policy (incorporated herein by reference).
1.2 Authority
If you are entering into these Terms on behalf of an entity, you represent that you have full legal authority to bind that entity to these Terms.
1.3 Conflict of Terms
If any provision in a signed SOW conflicts with these Terms, the SOW shall govern only for the scope and subject matter of that project.
3.1 Service Components
Loopp’s services include:
(a) Understanding Client requirements through discovery sessions;
(b) Matching and introducing vetted Engineers;
(c) Negotiating and agreeing on scope, deliverables, and budget;
(d) Managing project execution through defined Milestones;
(e) Conducting quality testing prior to delivery;
(f) Delivering final approved Deliverables to Client.
3.2 PM Involvement
PMs are engaged at:
3.3 Engineer Payment Contingency
Engineers are compensated only after:
(a) Completion of all Deliverables; and
(b) Client’s formal acceptance of the Deliverables under Section 7.
4.1 Fixed Budget
The Project Budget is fixed once agreed in the SOW and includes all agreed deliverables, services, and applicable fees.
4.2 Client Payment Obligation
Upon delivery and acceptance of Deliverables, Client is unconditionally obligated to pay the full Project Budget, regardless of changes to Client’s internal business priorities or funding circumstances.
4.3 Scope Changes
Any changes to scope, timeline, or budget require a mutually signed change order. Loopp is not obligated to perform out-of-scope work without such agreement.
5.1 Invoicing
Loopp shall invoice Client for the full Project Budget immediately upon Client’s acceptance of Deliverables.
5.2 Payment Due Date
Payment is due within thirty (30) days from the invoice date unless otherwise specified in the SOW.
5.3 Late Payments
Late payments accrue interest at 1.5% per month or the maximum allowed by law.
5.4 Engineer Compensation
Loopp will release payment to Engineers only after receipt of Client’s payment for the project.
6.1 Acceptance Criteria
Deliverables will be evaluated against the specifications and success metrics defined in the SOW.
6.2 Review Period
Client shall have five (5) business days after delivery to:
(a) Approve the Deliverables in writing; or
(b) Provide written notice of deficiencies specifying unmet requirements.
6.3 Correction Process
If deficiencies are identified, Loopp will cause the Engineer to correct them within a reasonable period at no additional cost, provided they are within the agreed scope.
6.4 Deemed Acceptance
If Client fails to provide notice of deficiencies within the review period, Deliverables are deemed accepted.
7.1 Deliverable Ownership
Upon full payment, all rights, title, and interest in Deliverables pass to Client, excluding Pre-Existing IP.
7.2 Pre-Existing IP License
Loopp grants Client a perpetual, non-exclusive, royalty-free license to use any Pre-Existing IP included in the Deliverables solely as part of the Deliverables.
7.3 Third-Party Components
Use of open-source or third-party tools is subject to their respective license terms.
8.1 Ethical Standards
Loopp and Engineers will make commercially reasonable efforts to ensure Deliverables are developed in compliance with Applicable Laws and ethical AI guidelines.
8.2 Limitations
Client acknowledges that AI systems may produce probabilistic outputs and require human oversight before deployment in critical environments.
Each party agrees to keep the other’s Confidential Information secure, to use it solely for fulfilling obligations under these Terms, and to limit disclosure to personnel who have a need to know and are bound by confidentiality obligations.
10.1 Performance Warranty
Loopp warrants Services will be performed in a professional and workmanlike manner consistent with industry standards.
10.2 Disclaimer
Except as expressly stated, Loopp disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
11.1 Cap on Liability
Loopp’s total liability under these Terms shall not exceed the total Project Budget paid by Client.
11.2 Exclusion of Damages
Loopp shall not be liable for any indirect, incidental, consequential, or punitive damages.
12.1 By Client
Client shall indemnify and hold harmless Loopp and its affiliates from claims arising from:
(a) misuse of Deliverables;
(b) Client’s violation of Applicable Laws; or
(c) combination of Deliverables with third-party systems causing infringement.
12.2 By Loopp
Loopp shall indemnify Client against third-party claims alleging Deliverables infringe IP rights, provided Client promptly notifies Loopp and allows Loopp to control the defense.
13.1 Governing Law
These Terms shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.
13.2 Arbitration
Disputes shall be resolved by binding arbitration in Wilmington, Delaware, administered by the American Arbitration Association under its Commercial Arbitration Rules.
13.3 Injunctive Relief
Either party may seek injunctive relief in Delaware state or federal courts.
13.4 Class Action Waiver
All disputes shall be resolved on an individual basis; class actions are not permitted.
Neither party shall be liable for failure to perform caused by events beyond its reasonable control, including natural disasters, cyberattacks, pandemics, or government restrictions.
Loopp may update these Terms by posting a revised version on its website. Continued use of the Services constitutes acceptance.
These Terms, together with the SOW, constitute the entire agreement between the parties. If any provision is invalid, the remainder shall remain in effect.
Legal Department
Email: [email protected]
