Terms Of Service

This Terms of Service Agreement (the “Agreement”) is a legally binding contract between the entity you represent (“You” or “Merchant”) and RR AGRIOTECH SDN. BHD. , a company incorporated under the laws of Malaysia with its principal place of business at B-3-5, SASTRA U-THANT, LORONG AMPANG 2, TAMAN U-THANT, 55000. (“Company,” “Looop,” “we,” “us,” or “our”).

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By creating an account, accessing or using the service, you represent that you have read, understood and agree to be bound by this agreement. You further represent and warrant that the individual accepting this agreement has the full legal authority to bind your entity to these terms. If you do not agree with the terms of services, you must not access or use any service. This Agreement governs your access to and use of the Looop Service. The formation and validity of this Agreement are recognized under the Malaysian Contracts Act 1950 and the Electronic Commerce Act 2006. Your affirmative action of clicking “I Agree” or a similar button or checkbox during the registration process constitutes your electronic signature and acceptance of this Agreement.
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Definitions
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Capitalized terms used in this Agreement shall have the meanings set forth below:

1.1. “Agreement” means these Terms of Service, including any Schedules, and any other documents incorporated by reference herein, such as our Privacy Policy.

1.2. “Applicable Law” means all applicable federal, state, and local laws, statutes, regulations, rules, and codes of practice of Malaysia and any other relevant jurisdiction, including but not limited to the Contracts Act 1950, the Electronic Commerce Act 2006, the Personal Data Protection Act 2010, and the Communications and Multimedia Act 1998.

1.3. “Customer” means an end-customer of the Merchant who participates in a Loyalty Program created and managed by the Merchant using the Service.

1.4. “Customer Data” means any data, including Personal Data, related to a Customer that is processed by Looop on behalf of the Merchant in the course of providing the Service. This includes, but is not limited to, information required to issue and manage Digital Loyalty Cards.

1.5. “Data Processor” has the meaning ascribed to it in the PDPA, which in the context of this Agreement refers to Looop, as we process Customer Data on behalf of the Merchant.

1.6. “Data User” has the meaning ascribed to it in the PDPA, which in the context of this Agreement refers to the Merchant, as the Merchant determines the purposes for which and the manner in which Customer Data is to be processed.

1.7. “Digital Loyalty Card” means the digital card created by the Merchant using the Service, which is stored in a Customer’s native mobile wallet (e.g., Apple Wallet, Google Wallet).

1.8. “Fees” means the subscription fees payable by the Merchant for access to the Service, as set out in the selected Package.

1.9. “Intellectual Property Rights” means all rights existing anywhere in the world conferred under statute, common law, or equity, including copyright, patents, trademarks, designs, trade secrets, know-how, and any other proprietary rights.

1.10. “Loyalty Program” means the digital loyalty card program created and managed by the Merchant via the Service.

1.11. “Merchant Content” means all content, data, logos, trademarks, images, and other materials uploaded or provided by the Merchant to the Service for the purpose of creating and managing their Loyalty Program.

1.12. “Package” means the specific subscription plan selected by the Merchant, which details the features, usage limits (such as the number of Digital Loyalty Cards), and corresponding Fees.

1.13. “PDPA” means the Personal Data Protection Act 2010 of Malaysia, including any amendments, regulations, and codes of practice issued thereunder.

1.14. “Personal Data” has the meaning ascribed to it in the PDPA.

1.15. “Service” means the Looop software-as-a-service platform, including the Merchant Portal, our underlying software, APIs, documentation, and all related services provided by us to the Merchant under this Agreement.

1.16. “Service Level Agreement” or “SLA” means the service level commitments set out in Schedule 1 to this Agreement.

1.17. “Third-Party Services” means any software, services, or platforms not provided by Looop that integrate with or are used in conjunction with the Service, including but not limited to Apple Wallet, Google Wallet, and third-party payment processors.

The Looop Service

2.1. Service Description. The Service is a web-based platform that provides Merchants with tools to create, manage, and analyze digital loyalty card programs for their Customers. Key features are described on our website and may be updated from time to time.

2.2. Right to Modify. We reserve the right to modify, enhance, or update the Service at any time, in our sole discretion, provided that such changes do not materially decrease the core functionality of the Service. We will provide reasonable notice of any material changes.

2.3. Third-Party Dependencies. The Merchant acknowledges that the Service’s functionality, particularly the storage and display of Digital Loyalty Cards, is dependent on the availability and technical specifications of Third-Party Services such as Apple Wallet and Google Wallet. We are not responsible for the performance, availability, or any changes made by the providers of such Third-Party Services.

License Grant and Use Rights

3.1. License. Subject to the Merchant’s compliance with this Agreement and payment of all applicable Fees, we grant the Merchant a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the term of their subscription to access and use the Service solely for the Merchant’s internal business purposes of operating its Loyalty Program.

3.2. Restrictions. The Merchant shall not, and shall not permit any third party to: (a) resell, sublicense, lease, or otherwise make the Service available to any third party; (b) reverse engineer, decompile, or otherwise attempt to discover the source code of the Service; (c) modify, adapt, or create derivative works based on the Service; (d) use the Service to build a competitive product or service; or (e) remove or obscure any proprietary notices from the Service.

Merchant Account and Responsibilities

4.1. Account Registration. To use the Service, the Merchant must create an account by providing accurate, current, and complete information as prompted by the registration form. The Merchant agrees to keep this information updated.

4.2. Account Security. The Merchant is solely responsible for maintaining the confidentiality of its account credentials (including passwords) and for all activities that occur under its account. The Merchant must notify us immediately of any unauthorized use or security breach of its account. Looop will not be liable for any loss or damage arising from the Merchant's failure to comply with this security obligation.

Subscription, Fees, and Payment Terms

5.1. Packages and Fees. The Service is provided through various subscription Packages, as detailed on our website. By selecting a Package, the Merchant agrees to pay the associated Fees. All Fees are quoted in Malaysian Ringgit (MYR) unless otherwise specified.

5.2. Billing and Payment. Fees are billed in advance on a recurring basis (e.g., monthly or annually) as specified in the selected Package. All payments are processed through our designated third-party payment processor. We do not collect or store your credit card or financial details.

5.3 Per-Card Billing Model: Our Service is billed on a "Per-Card" subscription model. Your monthly Subscription Fee is determined by your selected plan ("Plan") and the total number of unique card ("Customers") managed on your account.

5.4 Subscription Plans: Each Plan includes a base monthly fee which entitles you to a specific number of "Included Cards". The fees and limits for each Plan are detailed on our pricing page.

5.5 Additional Card Charges: If the total number of Cards on your account exceeds the number of Included Card for your selected Plan, you will be charged an additional fee for each Card over the limit. This fee will be automatically added to your monthly subscription cost.

5.6 Billing Cycle: Your subscription is billed on a monthly, recurring basis. Your "Billing Date" is the date on which you initially subscribe. You will be automatically charged the applicable Subscription Fee on your Billing Date each month, unless you cancel your subscription in accordance with these terms.

5.7 Payment Gateway: All payments are processed through a third-party payment gateway. By using our Service, you agree to be bound by the terms and conditions of our payment gateway. We are not responsible for any errors, fees, or service interruptions caused by the payment gateway.

5.8 Automatic Increase: You acknowledge and agree that your subscription quantity will be automatically increased each time you add a Customer that exceeds your Plan's current limit. For example, if your Plan includes 200 Customers and you add a 201st Customer, your subscription quantity will be immediately and automatically updated to 201 units.

5.9 Proration for Additional Cards: When your subscription quantity increases due to an Additional Card, you will be charged a prorated amount for that Customer for the remainder of the current billing cycle. The full, adjusted Subscription Fee (including all Additional Customers) will be charged on all subsequent Billing Dates.

5.10 Upgrades: If you choose to upgrade to a higher-tier Plan, the change will take effect immediately. a. You will be credited a prorated amount for the unused portion of your previous Plan for the current billing cycle. b. You will be charged a prorated amount for the new, upgraded Plan for the remainder of the current billing cycle. c. Upon upgrading, any accumulated charges for Additional Customers from your previous Plan will be nullified, and your subscription quantity will be reset to the base number of Included Customers for your new Plan. Your next full charge on your Billing Date will reflect the new Plan's base fee.

5.11 Downgrades: If you choose to downgrade to a lower-tier Plan, the change will take effect at the end of your current billing cycle. You will maintain access to the features of your current, higher-tier Plan until your next Billing Date. No refunds or credits will be issued for downgrades.

5.12 Cancellation Policy: You may cancel your subscription at any time. A cancellation will take effect at the end of your current billing cycle. You will retain full access to the Service until that date.

5.13 No Refunds: Subscription Fees are non-refundable. No refunds or credits will be provided for partial months of service, upgrade/downgrade refunds, or unused months with an open account.

5.14 Currency: All fees are quoted and will be processed in Malaysian Ringgit (RM).

5.15 Price Changes: We reserve the right to modify our subscription fees at any time. Any price changes will be communicated to you at least 30 days in advance and will take effect in the billing cycle following the notice period. Your continued use of the Service after the price change constitutes your agreement to pay the modified fee.

5.16 Taxes. All Fees are exclusive of any and all taxes, levies, duties, or similar governmental assessments, including but not limited to value-added tax, sales tax, use tax, or withholding tax, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Merchant is responsible for paying all Taxes associated with its purchases hereunder. In accordance with the Service Tax Act 2018, a service tax of 8% (or the then-current rate) will be added to the Fees for digital services provided to Malaysian consumers, and the Merchant agrees to pay such tax.

Intellectual Property Rights

6.1. Looop’s IP. As between the parties, Looop owns all right, title, and interest, including all related Intellectual Property Rights, in and to the Service, our underlying software, platform, analytics, documentation, and our trademarks, logos, and branding (“Looop IP”). This Agreement does not grant the Merchant any rights to the Looop IP, except for the limited license specified in Section 3.

6.2. Merchant’s IP. The Merchant retains all right, title, and interest, including all Intellectual Property Rights, in and to its Merchant Content.

6.3. License to Looop. The Merchant grants Looop a worldwide, non-exclusive, royalty-free, fully paid-up license to host, use, process, display, and transmit the Merchant Content solely as necessary for us to provide and maintain the Service in accordance with this Agreement.

6.4. Feedback. If the Merchant provides any suggestions, ideas, or feedback regarding the Service (“Feedback”), Looop shall have the right to use such Feedback for any purpose without any obligation or compensation to the Merchant. All Intellectual Property Rights in any developments resulting from such Feedback will be owned exclusively by Looop.

Data Protection and Privacy
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This Section 7 constitutes a data processing agreement between the Merchant and Looop, governing the processing of Customer Data under the PDPA.

7.1. Roles of the Parties. The parties acknowledge and agree that for the purposes of the PDPA: a. The Merchant is the Data User, as it determines the purposes and means of processing Customer Data collected through its Loyalty Program. b. Looop is the Data Processor, as it processes Customer Data on behalf of and in accordance with the documented instructions of the Merchant.

7.2. Merchant’s Warranties and Obligations. The Merchant represents, warrants, and undertakes that: a. It has provided all necessary notices and has obtained, and will maintain, all necessary, valid, and explicit consents from its Customers as required under the PDPA to allow Looop to lawfully process Customer Data for the purpose of providing the Service. This includes consent for the collection of their data, its transfer to Looop, and its use for managing the Loyalty Program and receiving promotional messages initiated by the Merchant.b. Its instructions for the processing of Customer Data shall comply with all Applicable Law, including the PDPA. c. It is solely responsible for the accuracy, quality, and legality of the Customer Data and the means by which it acquired the Customer Data.

7.3. Looop’s Obligations as Data Processor. Looop shall: a. Process Customer Data only for the purpose of providing the Service and in accordance with the Merchant’s lawful instructions as documented in this Agreement.b. Implement and maintain appropriate technical and organizational security measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, in compliance with the Security Principle of the PDPA.c. Ensure that its personnel authorized to process Customer Data are subject to binding confidentiality obligations. d. To the extent legally permitted, promptly notify the Merchant of any request received directly from a Customer to exercise their rights under the PDPA (e.g., access or correction). Looop shall not respond to such requests itself but will provide reasonable assistance to the Merchant to enable the Merchant to fulfill its obligations. e. Not engage any sub-processor without the Merchant’s prior general written authorization. The Merchant hereby provides general authorization for Looop to engage sub-processors (such as cloud infrastructure providers). We will maintain a list of our sub-processors and will inform the Merchant of any intended changes, giving the Merchant an opportunity to object.

7.4. Data Retention and Deletion. Upon termination of this Agreement, Looop will, at the Merchant’s choice, delete or return all Customer Data in its possession. We will delete all Customer Data within ninety (90) days after the effective date of termination, unless Applicable Law requires longer retention.

Acceptable Use Policy

8.1. Prohibited Activities. The Merchant agrees not to use, or permit the use of, the Service to: a. Send any unsolicited or unauthorized advertising, promotional materials, or any other form of duplicative or unsolicited messages (commercial or otherwise), in violation of Applicable Law, including the PDPA and the Communications and Multimedia Act 1998.b. Engage in any activity that is illegal, fraudulent, deceptive, harmful, or that infringes upon the rights of any third party, including privacy and Intellectual Property Rights.c. Upload, transmit, or store any material that is obscene, defamatory, threatening, or otherwise unlawful or tortious. d. Transmit any material containing software viruses, worms, Trojan horses, or other harmful computer code. e. Interfere with or disrupt the integrity or performance of the Service or the data contained therein. f. Attempt to gain unauthorized access to the Service or its related systems or networks. g. Conduct any transaction or promote any goods or services that are prohibited by the terms of our Third-Party Service providers, including Apple and Google.

8.2. Responsibility for Content. The Merchant is solely responsible for all Merchant Content and for the content and legality of all communications (including promotional messages) sent to its Customers via the Service. Looop has no obligation to monitor such content but reserves the right to suspend or terminate the Merchant’s account for any violation of this policy.

Confidentiality

9.1. Definition. “Confidential Information” means all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Looop’s Confidential Information includes the Service and its pricing. The Merchant’s Confidential Information includes Merchant Content and Customer Data.

9.2. Obligations. The receiving party will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to: (a) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the disclosing party in writing, limit access to Confidential Information to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein.

Warranties and Disclaimers

10.1. Limited Warranty. Looop warrants that the Service will perform materially in accordance with the applicable documentation and the Service Level Agreement attached as Schedule 1. For any breach of this warranty, the Merchant’s sole and exclusive remedy shall be the service credits as specified in the SLA.

10.2. Disclaimer. Except as expressly provided herein, the service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Looop disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Looop does not warrant that the service will be uninterrupted, error-free, or completely secure. Looop specifically disclaims all responsibility for any harm or damages caused by any third-party hosting providers or other third-party services.

Limitation of Liability

11.1. Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. Monetary Cap on Liability. To the fullest extent permitted by applicable law, in no event shall Looop’s total aggregate liability arising out of or in any way related to this agreement exceed the total amount of fees paid by the merchant to Looop under this agreement in the six (6) months immediately preceding the event giving rise to the claim. The foregoing limitation is cumulative and will not be increased by the existence of more than one incident or claim.

11.3. Basis of the Bargain. The parties acknowledge that this Section 11 reflects a reasonable and agreed-upon allocation of risk and that Looop would not enter into this Agreement without these limitations on its liability. This limitation of liability is intended to be enforceable and not considered an absolute restriction of rights under Section 29 of the Contracts Act 1950.

11.4. Exceptions. The limitations in this Section 11 shall not apply to: (a) a party’s indemnification obligations under Section 12; (b) a party’s breach of its confidentiality obligations under Section 9; (c) the Merchant’s payment obligations; or (d) any liability that cannot be limited or excluded by Applicable Law, such as liability for fraud or willful misconduct.

Indemnification

12.1The Merchant agrees to indemnify, defend, and hold harmless Looop and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with: a. The Merchant’s breach of any term of this Agreement or any Applicable Law; b. Any claim that the Merchant Content infringes upon or violates any third party’s Intellectual Property Rights or privacy rights; c. The Merchant’s use of the Service in violation of the Acceptable Use Policy (Section 8); or d. Any claim brought by a Customer or a regulatory authority arising from the Merchant’s Loyalty Program, its promotional messages, or its failure to comply with its obligations as a Data User under the PDPA.

Term and Termination

13.1. Term. This Agreement commences on the date the Merchant accepts it and continues for the duration of the subscription term specified in the selected Package.

13.2. Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

13.3. Termination for Convenience. The Merchant may terminate this Agreement at any time by cancelling its subscription as per Section 5.6.

13.4. Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights and licenses granted to the Merchant will immediately terminate; (b) the Merchant must cease all use of the Service; and (c) the Merchant must pay any unpaid Fees due for the remainder of the billing cycle. Termination shall not relieve the Merchant of its obligation to pay any Fees accrued or payable to Looop prior to the effective date of termination.

13.5. Survival. Sections 1, 5, 6, 7, 9, 10, 11, 12, 13.5, and 15 shall survive any termination or expiration of this Agreement.

Modifications to the Agreement

14.1 We reserve the right to modify this Agreement at any time. We will provide at least thirty (30) days’ notice of any material changes by posting the updated Agreement on our website and/or by sending an email to the address associated with the Merchant's account. The Merchant’s continued use of the Service after the effective date of such changes constitutes its acceptance of the new Agreement.

General Provisions

15.1. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law principles. The parties irrevocably agree that the courts of Malaysia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

15.2. Notices. All legal notices under this Agreement must be in writing and sent to the addresses specified in the preamble for Looop, and to the email or physical address provided by the Merchant during registration.

15.3. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for payment obligations) due to a cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, or strikes.

15.4. Assignment. The Merchant may not assign or transfer this Agreement, in whole or in part, without our prior written consent. We may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of our assets.

15.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

15.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

15.7. Contact Information. For any questions about this Agreement, please contact us at