Master Service Agreement

1. About This Agreement

This Master Service Agreement ("Agreement") is between Jowgik, the company that provides Loopency ("we", "us"), and the organization that subscribes to Loopency ("Customer", "you"). It governs your organization's use of the Service.

The Terms of Service govern each individual's use of the Service. Where this Agreement and the Terms of Service conflict for an organization's subscription, this Agreement prevails. The Data Processing Agreement, Acceptable Use Policy, AI Usage Policy and Data Usage Policy form part of this Agreement.

A separate agreement signed by both parties, such as an order form for a Custom plan, prevails over this Agreement for the matters it covers.

2. Definitions

• Service: Loopency, including its modules, custom modules, AI agents, automations, reports and APIs.
• Customer Data: the records, files, messages and other content you or your Authorized Users put into the Service, and the configuration of your workspaces.
• Authorized Users: the people you allow to use the Service under your subscription.
• Agent: an AI agent in the Service that reads, prepares or carries out work within the permissions it is given.
• Output: content the Service generates for you, including answers, summaries, prepared changes and agent findings.
• Custom Module: a module you or the Service create for your workspace, with its fields, states, permissions, workflows and reports.

3. The Service

We provide the Service under the plan you choose. Plans, limits and prices are shown on the pricing page and in your billing settings. We may improve and change the Service over time; if a change materially reduces a paid feature you rely on, we will tell you in advance and you may cancel.

Features marked as beta or preview are provided as they are, may change or be removed, and are not covered by any service commitment.

4. Your Responsibilities

• Decide who your Authorized Users are, give them the roles and permissions they need, and remove access when they leave.
• Keep account credentials secure and tell us promptly about any unauthorized use.
• Make sure you have the right to put Customer Data into the Service, including any notices and consents your own customers and employees need.
• Review changes an Agent prepares before you approve them. An approved change is your decision.
• Use the Service in line with the Acceptable Use Policy and applicable law.

5. AI Agents and Output

Agents work with the permissions of the roles they are given. They cannot see or change what that role could not, and changes they prepare are applied only after a person with the right permission approves them, as described in the AI Usage Policy.

Output is generated by AI models and can be wrong or incomplete. You are responsible for checking Output before you rely on it or act on it, particularly for financial, legal, employment or safety decisions.

As between you and us, you own the Output generated from your Customer Data, to the extent the law allows.

6. Fees and Payment

Paid plans are charged per seat, monthly or annually, in advance. Payments are processed by Polar, our merchant of record, which also handles sales tax and VAT where it applies.

Subscriptions renew automatically for the same period until cancelled. Seat changes are billed or credited as shown at the time of the change. Refunds follow the Refund Policy.

If payment fails and is not resolved after we notify you, we may suspend paid features. Your Customer Data is kept during suspension.

7. Customer Data

You own your Customer Data. You give us the right to host, copy, process and display it only as needed to provide, secure and support the Service for you, and as described in the Data Usage Policy.

Where Customer Data includes personal data, we process it as your processor under the Data Processing Agreement.

We do not sell Customer Data, and we do not use it to train AI models.

8. Confidentiality

Each party will keep the other's confidential information confidential, use it only for this Agreement, and share it only with people and service providers who need it and are bound by similar duties. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law, in which case the disclosing party will give notice where allowed.

9. Intellectual Property

We own the Service, including its software, models of how businesses operate, designs and documentation. You own your Customer Data and the configuration of your Custom Modules and Agents as it applies to your business.

If you send us feedback or suggestions, we may use them without obligation to you.

10. Security

We protect the Service and Customer Data with the technical and organizational measures described in our Security overview. We will notify you without undue delay after becoming aware of a breach affecting your Customer Data, as set out in the Data Processing Agreement.

11. Term, Cancellation and Termination

This Agreement starts when you first subscribe and continues while you have a subscription. You may cancel at any time; cancellation takes effect at the end of the current billing period.

Either party may end this Agreement if the other materially breaches it and does not fix the breach within 30 days of written notice. We may suspend or end access immediately where needed to stop a serious security risk, unlawful use, or a breach of the Acceptable Use Policy.

After your subscription ends, you may ask us for a copy of your Customer Data within 30 days. After that we delete it as described in the Privacy Policy, except where the law requires us to keep it.

12. Warranties and Disclaimers

We will provide the Service with reasonable skill and care. Except as stated in this Agreement, the Service and Output are provided "as is" and "as available", and we disclaim all other warranties to the extent the law allows.

13. Limitation of Liability

Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or data, even if advised they were possible.

Each party's total liability under this Agreement is limited to the fees you paid for the Service in the twelve months before the claim.

These limits do not apply to your payment obligations, to a party's breach of confidentiality, or to liability that cannot be limited by law.

14. Governing Law

This Agreement is governed by the law and courts named in the Terms of Service.

15. General

We may update this Agreement. Material changes are announced at least 30 days before they take effect, and apply from your next renewal if you object before then. Neither party may transfer this Agreement without the other's consent, except as part of a merger or sale of the business. If a provision is unenforceable, the rest stays in effect. This Agreement, with the documents it names, is the entire agreement about its subject.

16. Contact

Questions about this Agreement: [email protected]