Terms of Service

The service

Lootrunners provides a global contractor operations platform (the “Service”) that helps agencies and similar organizations onboard contractors, create engagements, approve work, instruct payments, track project margins, and reconcile transactions with their accounting systems. The Service is software: it provides workflow, permissions, records, and orchestration.

These Terms form a binding agreement between you, or the organization you represent (“Customer,” “you”), and Lootrunners, Inc. (“Lootrunners,” “we,” “us”). If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

Not a bank or money transmitter

Lootrunners is not a bank, money services business, money transmitter, payment institution, broker-dealer, exchange, or custodian. We do not take possession or control of customer or contractor funds, and we do not provide financial, legal, tax, accounting, or investment advice.

Payment processing, currency conversion, custody, and the transmission of funds are performed by one or more independent, regulated payment partners (each, a “Payment Partner”). Your use of a Payment Partner is governed by that partner’s own terms, and you may be required to accept those terms and complete its verification before funds can move.

Eligibility & accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for business use by organizations and their authorized personnel, and is not directed to consumers.

You are responsible for the security of your account, including maintaining the confidentiality of credentials, enforcing multi-factor authentication where offered, and promptly notifying us of any unauthorized access. You are responsible for all activity that occurs under your workspace and user accounts.

You agree to provide accurate, current, and complete information and to keep it up to date. We may suspend or terminate accounts that contain inaccurate information or that we reasonably believe are being used in violation of these Terms or applicable law.

Customer responsibilities

You are solely responsible for your relationships with your contractors, vendors, and clients, including the classification of workers as independent contractors or employees. The Service may collect classification information and surface warnings, but it does not determine employment status, and you remain responsible for compliance with applicable labor, tax, and employment laws.

You are responsible for the accuracy of engagements, rates, budgets, approvals, invoices, payment instructions, and accounting mappings that you enter or approve. You authorize us to transmit payment instructions to a Payment Partner based on the approvals recorded in your workspace.

Payments, funds & fees

When a payment is instructed, the Customer funds or authorizes the payout through a Payment Partner, which performs any conversion (including to or from stablecoins) and transmits funds to the recipient’s selected destination. Settlement times, limits, conversion rates, and network fees are determined by the Payment Partner and the relevant networks, and are not controlled by Lootrunners.

Software fees for the Service are described in your order or plan. Unless stated otherwise, fees are exclusive of taxes, are non-refundable except where required by law, and are due according to the billing terms presented at purchase. Provider, conversion, network, and banking fees are passed through transparently and are your responsibility.

We may change our fees on a prospective basis with reasonable notice. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fees.

Compliance & sanctions

You agree to comply with all applicable laws, including anti-money-laundering (AML), counter-terrorist-financing, sanctions, export-control, and tax laws. You will not use the Service to facilitate any transaction that is prohibited by the U.S. Office of Foreign Assets Control (OFAC) or any other applicable sanctions authority.

Identity verification (KYC), business verification (KYB), and sanctions screening of recipients and destinations are performed by the applicable Payment Partner where required. We may decline, hold, delay, or reverse activity, request additional information, or suspend access where we or a Payment Partner identify potential legal, fraud, or compliance risk.

Acceptable use

You agree not to misuse the Service. You will not, and will not permit any user to: violate any law or third-party right; engage in fraud, money laundering, or sanctioned activity; submit false or misleading information; interfere with or disrupt the Service or its security; attempt to gain unauthorized access; reverse engineer the Service except as permitted by law; or use the Service to build a competing product.

We may investigate suspected violations and may suspend or terminate access for conduct that we reasonably believe violates these Terms or creates risk or legal exposure for us, our partners, or other customers.

Third-party services

The Service integrates with third-party products such as Payment Partners, accounting systems (for example, QuickBooks Online or Xero), and payment collection tools (for example, Stripe). Your use of those products is governed by their own terms and privacy policies. We are not responsible for third-party services, and your authorization of an integration permits us to exchange data with that service as needed to provide the Service.

Intellectual property

The Service, including all software, design, and content we provide, is owned by Lootrunners and its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes.

You retain all rights to the data you submit (“Customer Data”). You grant us a worldwide license to host, process, and use Customer Data solely to provide, secure, and improve the Service, and as otherwise described in our Privacy Policy. We may use aggregated, de-identified data that does not identify you or any individual.

Confidentiality

Each party may access confidential information of the other. The receiving party will use confidential information only to perform under these Terms, will protect it with reasonable care, and will not disclose it except to personnel and advisers who need to know and are bound by confidentiality obligations. This section does not apply to information that is public, independently developed, or rightfully obtained without a duty of confidentiality.

Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any information it surfaces is accurate or complete. Nothing in the Service constitutes financial, legal, tax, or accounting advice.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOOTRUNNERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE. Our total liability for any claim arising out of or relating to these Terms or the Service will not exceed the amounts you paid to us for the Service in the twelve months preceding the event giving rise to the claim.

Indemnification

You will defend, indemnify, and hold harmless Lootrunners and its officers, directors, employees, and partners from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your use of the Service, your Customer Data, your relationships with contractors, vendors, or clients, or your violation of these Terms or applicable law.

Term & termination

These Terms apply while you use the Service. You may stop using the Service at any time. We may suspend or terminate your access if you materially breach these Terms, fail to pay fees when due, or create legal or security risk, and we may discontinue the Service with reasonable notice.

On termination, your right to use the Service ends. We will make Customer Data available for export for a limited period as described in our documentation, after which we may delete it in accordance with our retention practices and applicable law. Provisions that by their nature should survive termination will survive.

Governing law & disputes

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The parties will attempt to resolve disputes in good faith. Any dispute not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, unless a separate signed agreement between the parties provides for arbitration or another venue.

Changes

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new effective date or notifying you in the Service. Changes take effect when posted unless stated otherwise, and your continued use of the Service constitutes acceptance.

Contact

Questions about these Terms can be directed to our legal team.

Lootrunners, Inc.  ·  New York, NY  ·  [email protected]