Terms of Service

1. Acceptance of Terms

Welcome to LoopHQ, a service provided by PROXYGIST LLC, doing business as LOOP (“LoopHQ,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of LoopHQ’s website, services, and applications (collectively, the “Service”).

By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, our Usage Policy, our Cookie Policy, and our AI Interaction Notice. If you do not agree to these Terms, you may not access or use the Service.

These Terms constitute a legally binding agreement between you and PROXYGIST LLC. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email and posted with an updated effective date. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

Related Policies:

• Privacy Policy
• Usage Policy
• Cookie Policy
• AI Interaction Notice
• Sub-Processors
• Do Not Sell or Share My Personal Information

2. Service Description

LoopHQ is an AI-powered customer engagement platform that enables businesses to create, train, and deploy intelligent agents on their websites and across connected communication channels. The Service allows you to build AI agents that understand your business, engage your website visitors and customers, and surface qualified leads to your team.

Features include:

• Custom AI agent training using your documents, Q&A entries, and website content
• Embeddable chat widget for any website
• WordPress plugin deployment
• Configurable lead capture
• AI-derived analytical signals about visitor conversations
• Proactive follow-up messaging
• Live chat handoff, allowing your team to take over conversations in real time
• Conversation analytics and dashboards
• Multi-language support
• Calendar integration for appointment scheduling (on applicable plans)
• Messaging channel integrations (Facebook Messenger and SMS today; Instagram DM and WhatsApp planned for future release) on applicable plans
• SMS provisioning and A2P 10DLC registration on your behalf, with a dedicated phone number per agent (the same number is intended to support voice in a future release)
• Native CRM integrations and workflow automation via supported partners or customer-configured webhooks
• Industry-specific templates with safety-oriented behavior for regulated verticals
• Team collaboration with role-based access and per-plan seat limits

LoopHQ uses artificial intelligence to generate responses based on the content you upload. Responses are generated dynamically and may vary. See Section 8 (AI-Generated Content), Section 9 (AI-Initiated Actions), and Section 10 (Pre-Contractual Statements) for important information about AI behavior and your responsibilities.

3. Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to use the Service. By using LoopHQ, you confirm that all information you provide is accurate, current, and complete.

The Service is intended for business use and is offered to customers located in the United States (see Privacy Policy § 2). If you are using LoopHQ on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

4. Account Registration

To use the Service, you must create an account by providing a valid email address and a password (or by using a passwordless magic link sent to your email). You are responsible for:

• Providing accurate and truthful information during registration
• Maintaining and promptly updating your account information
• Keeping your password secure and confidential
• Notifying us immediately of any unauthorized access to your account
• All activities that occur under your account

One account per person. Account sharing is prohibited unless through the team seats feature on applicable plans.

5. Subscription and Billing

5.1 Plans and Pricing

LoopHQ offers tiered subscription plans with varying features, credit allotments, and storage limits. Current pricing and plan details are available on our website. A free plan is also available (see Section 6).

5.2 Billing and Payments

Subscriptions are billed through Stripe, our payment processor.

• Monthly billing: Charged on the same date each month
• Annual billing: Charged once per year, saving 20% compared to monthly billing
• Auto-renewal: Your subscription automatically renews each billing cycle unless you cancel
• Payment methods: Credit card and bank transfer through Stripe
• No hidden fees: There are no setup fees, no hidden fees, and no overage charges. Your plan price and any add-on prices are the total cost

5.3 Upgrades and Downgrades

Upgrades:

• Take effect immediately
• You get access to all features of the new plan right away
• The price difference is prorated — you pay only for the remaining time in your current billing cycle
• Your credits increase to the new plan’s allowance immediately

Downgrades:

• Take effect at the end of your current billing cycle
• You keep access to your current plan’s features until the cycle ends
• When the downgrade takes effect, features not included in your new plan will be disabled
• Your data is not deleted — it is retained but may become inaccessible if it exceeds the new plan’s limits

5.4 Cancellation

You can cancel your paid subscription at any time. There are no long-term contracts and no cancellation fees.

Monthly plan cancellation:

• Your paid plan remains active until the end of your current monthly billing cycle
• After the billing cycle ends, your account reverts to the Free plan

Annual plan cancellation:

• Your paid plan remains active until the end of your annual term
• You continue to have full access to all features and credits until the term ends
• After your annual term ends, your account reverts to the Free plan
• No refunds are issued for remaining time on annual plans — you keep full access through the end of the term you paid for

After cancellation takes effect:

• Your account is not deleted
• Your chatbot continues working on Free plan limits
• If your knowledge base content exceeds the Free plan’s storage limit, your content is kept for 30 days. During that time, you can re-upgrade to restore full access or manage your content to fit within the Free plan limit. After 30 days, content exceeding the limit may be removed.
• Conversation history is preserved — you keep access to your past conversations on the Free plan dashboard. Deletion is always available on request (see Privacy Policy § 10).
• Connected integrations (CRM, calendar, messaging channels) remain configured unless you disconnect them; the underlying features may become unavailable if your plan no longer includes them

5.5 Refunds

Refunds are not provided for partial billing periods. If you downgrade or cancel mid-cycle, your plan remains active until the end of the current billing period. No refunds are issued for remaining time on annual plans.

5.6 Price Changes

LoopHQ may adjust pricing with at least 30 days’ notice. Price changes will be communicated via email. Your continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.

6. Free Plan

LoopHQ offers a permanent Free plan that does not require a credit card.

• No time limit: Your Free plan account never expires
• Not a trial: The Free plan is a full plan, not a trial period
• 100 credits per month, renewed automatically each billing cycle
• If you never upgrade, your Free plan continues indefinitely
• Your chatbot, knowledge base, and conversation history remain active

Free plan limitations:

• 500 KB storage
• English only
• Standard AI model
• No contact capture
• No analytics
• No email notifications
• LoopHQ branding required on chat widget

7. Credits and Usage

Credits are included with your plan and renewed each billing cycle. The number of credits depends on your plan and the AI model you select.

• Credits do not roll over — unused credits reset when your billing cycle renews
• Standard AI models consume credits at the standard rate; premium AI models consume credits at a higher rate
• When credits run out, your chatbot pauses and will not respond to visitors until credits renew or you purchase additional credits
• LoopHQ sends notifications at 20% remaining and 5% remaining so you can take action
• Extra credits can be purchased at any time on paid plans and do not expire

Add-ons: Additional features (remove branding, custom domain, extra agents, extra team seats, extra credits) are billed monthly in addition to your plan price. Add-ons can be added or removed at any time. Add-ons are only available on paid plans — if you downgrade to Free, all add-ons are automatically removed.

8. AI-Generated Content

LoopHQ uses third-party artificial intelligence service providers to generate agent responses. By using the Service, you acknowledge and agree to the following:

• Accuracy not guaranteed: AI-generated responses may contain inaccuracies, errors, or outdated information. LoopHQ does not guarantee the accuracy, completeness, or suitability of any AI-generated content.
• Not professional advice: AI-generated responses are not a substitute for professional advice, including but not limited to legal, medical, financial, tax, mental health, or any other regulated professional opinion or service. You should not rely on AI responses as the sole basis for important decisions.
• Your responsibility: You are responsible for reviewing and verifying AI-generated content. You are responsible for the accuracy, legality, and appropriateness of the knowledge base content that drives your AI agent’s responses.
• Dynamic responses: AI responses are generated dynamically and may vary for the same query. Responses depend on your uploaded content, configuration, and the AI model’s interpretation.
• No model training: Your uploaded content and conversation data are NOT used to train AI models for other users. Your data is processed solely to generate responses for your chatbot.
• Multiple providers: LoopHQ uses multiple AI service providers to maximize availability and reliability.
• Multilingual responses: When enabled, your chatbot may generate responses in languages other than the language of your uploaded content. These translations are AI-generated and may contain errors. You are responsible for verifying the accuracy of responses in all languages your chatbot serves.
• Safety-oriented behavior for regulated industries: For certain regulated industries, LoopHQ may apply additional safeguards to the AI’s behavior as a backstop. These safeguards do not replace your responsibility for regulatory compliance applicable to your business.

9. AI-Initiated Actions

Depending on your configuration, your Loop agent can take autonomous actions on behalf of your business. By operating a Loop agent, you expressly authorize LoopHQ and your AI agent to perform the following actions:

• Book calendar appointments: When a calendar integration is enabled, the AI may create real calendar events, add visitors as attendees, and send booking confirmation emails with reschedule and cancel options. The AI is designed to verify visitor identity before completing a booking.
• Capture leads: The AI may collect visitor contact information and persist the captured lead to your dashboard and any connected CRM or webhook endpoint.
• Share resources: The AI may send links, documents, or other resources you have configured.
• Route to a human team member: The AI may flag conversations for human attention, which sends notifications to your team according to your settings.
• Send proactive follow-up messages: The AI may send unsolicited follow-up messages mid-conversation based on engagement signals, subject to internal limits described in our Privacy Policy § 6.
• Push data to integrations: When you connect a CRM, workflow automation, or webhook, the AI may push captured lead information and related conversation context to those endpoints.

Your responsibility: You are responsible for monitoring your agent’s behavior, reviewing its configuration, ensuring connected calendars reflect your real availability, and correcting or cancelling any AI-initiated action that does not match your intent. LoopHQ provides tools (dashboard visibility, notifications, calendar event modification, CRM record editing) to support this oversight but does not independently verify that AI actions are correct or appropriate for your business.

Visitor-facing notice: Visitors who interact with a Loop agent are provided the AI Interaction Notice, which discloses that the AI may take these actions and that visitor recipients can modify or cancel them by contacting the operating business.

10. Pre-Contractual Statements

Statements made by an AI agent during pre-signup or pre-purchase interactions are informational only and do not:

• Modify, replace, or supersede these Terms
• Modify, replace, or supersede our published pricing, plan terms, or feature descriptions
• Modify, replace, or supersede our refund, cancellation, or dispute policies
• Create any contract, warranty, or binding commitment by LoopHQ

If an AI answer conflicts with our published terms, pricing, or written confirmations you receive from us, the published terms and written confirmations control. This Section also applies to statements made by AI agents operated by our customers: statements about a customer’s products, services, pricing, or policies made by that customer’s Loop agent are informational only and do not bind the customer in place of that customer’s own published terms and written confirmations.

Before entering a binding transaction based on an AI conversation, request written confirmation from a human representative of the relevant business.

11. User Responsibilities

As a user of LoopHQ, you agree to:

• Provide accurate and current information in your knowledge base
• Comply with all applicable laws and regulations
• Ensure content you upload (including URLs you instruct LoopHQ to scrape) does not infringe third-party intellectual property rights and that you have the rights necessary to authorize its use in the Service
• Monitor and review your AI agent’s responses for accuracy
• Secure your account credentials and not share them with unauthorized parties
• Disclose to your website visitors that they are interacting with an AI agent — for example, by naming your agent in a way that includes “AI” or using the platform’s default naming conventions
• Include appropriate legal disclosures on your own website regarding data collection through your chatbot, including a privacy policy that discloses LoopHQ’s processor role
• Obtain any consents required by applicable law in your visitors’ jurisdictions
• If your industry is regulated, include appropriate disclaimers and refer users to qualified professionals where required

Messaging channel responsibilities: If you connect messaging channels (Facebook Messenger and SMS today; Instagram DM and WhatsApp when introduced), you additionally agree to:

• Comply with the respective platform’s terms of service and community standards (e.g., Meta Platform Terms)
• Use automated messaging only for legitimate business communications — not for spam, unsolicited promotions, or bulk messaging
• Honor opt-out and stop requests from users promptly, including standard opt-out keywords (STOP, UNSUBSCRIBE) where the channel supports them
• Ensure your connected account meets the platform’s requirements for automated messaging
• Comply with all applicable anti-spam and communications laws, including (where applicable) the Telephone Consumer Protection Act (TCPA) and CAN-SPAM in the United States

SMS-specific responsibilities: If you enable SMS for any agent, you additionally agree to:

• Complete the A2P 10DLC registration through our setup wizard truthfully and provide accurate business and use-case information
• Maintain TCPA-compliant consent for every phone number you collect through any channel and intend to message via your Loop agent
• Display the required SMS disclosure on the lead-capture forms and points of phone-number collection on your own website and marketing materials. Recommended template: “By providing your phone number, you consent to receive SMS messages from [your business]. Consent to receive SMS is not a condition of purchase. Reply STOP to opt out. Reply HELP for help. Msg & data rates may apply. Message frequency varies based on your interaction.”
• Update your own privacy policy to disclose your use of SMS and LoopHQ’s role as a data processor
• Use SMS only for the purposes for which your A2P campaign was approved (do not use a transactional-approved campaign to send marketing or promotional content)
• Not override or attempt to bypass LoopHQ’s automatic STOP and HELP keyword handling
• Acknowledge that voluntary cancellation or non-payment results in your provisioned phone number being released to the carrier pool after a brief grace period, and that visitors who text the released number will receive a brief auto-reply pointing them to the website you have configured

LoopHQ is not responsible if a platform provider (such as Meta) revokes API access to your connected accounts due to policy violations or platform changes. Messaging channel availability is subject to third-party platform terms and may change without notice. Messaging carriers may also reject A2P 10DLC registrations or require modifications based on their own review; LoopHQ is not responsible for delays or rejections by carriers.

12. Restricted Uses

LoopHQ is a general-purpose AI engagement platform. It is NOT designed, intended, or certified for the following uses, and you agree not to use the Service for them:

• Protected health information (PHI) under HIPAA: Do not upload PHI to your knowledge base, do not configure your agent to collect PHI, and do not use the Service in a workflow that requires HIPAA compliance. LoopHQ does not currently offer a Business Associate Agreement (BAA) and is not HIPAA-compliant.
• Financial advice, securities recommendations, or brokerage activity: The Service is not registered with the SEC, FINRA, or any state securities regulator. Do not use the Service to provide investment advice, recommend securities, or execute financial transactions that require registration.
• Legal advice or attorney-client services: Loop agents are not a licensed attorney and responses do not establish an attorney-client relationship.
• Medical diagnosis, treatment, or emergency response: The Service is not a medical device under FDA rules and must not be used as a substitute for emergency services (911 in the US, 988 for suicide and crisis response, or local equivalents).
• Mental health crisis intervention: Mental-health-oriented agents may be configured only for information, intake logistics, and routing to qualified human providers. Do not deploy the Service as a crisis-response or therapy tool.
• Children under 13: Do not deploy the Service in a way that directs it to children under 13 or knowingly collects personal information from children under 13, in compliance with the Children’s Online Privacy Protection Act (COPPA).
• Residential real estate transactions: Residential real estate is currently out of scope for LoopHQ because of Fair Housing Act and related regulatory complexity. Do not use the Service as a tool for screening, qualifying, or making housing decisions about residential applicants.
• Credit decisions, hiring decisions, insurance underwriting, or other high-stakes automated decisions: Do not use the Service as the sole decision-maker for outcomes that are subject to the Equal Credit Opportunity Act, Fair Credit Reporting Act, ADA, Title VII, FHA, or comparable anti-discrimination or consumer-protection laws.
• Weapons, illegal goods, or regulated substances: Do not use the Service in connection with the sale, marketing, or distribution of firearms, controlled substances, or other goods whose sale is subject to licensure you do not hold.
• Deceptive AI personas: Do not configure your agent to deny that it is AI, impersonate specific real individuals, or create the false impression that a human is responding. Loop’s default configuration instructs agents to disclose their AI nature honestly when asked.
• Political persuasion through impersonation, election interference, deepfakes, or voice cloning: Do not use the Service to impersonate candidates, officials, or voters, or to generate synthetic audio/video of identifiable individuals without consent.

For the full list of prohibited conduct, see our Usage Policy.

13. Communications Compliance

Customer responsibility for communications law: When you use LoopHQ to send messages — including proactive re-engagement messages, lead follow-ups via email/SMS, messaging platform replies, or any other communications — you are responsible for ensuring those communications comply with all applicable communications laws, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) and related FCC rules, including consent, opt-out, and STOP-keyword requirements for SMS and automated calls
• CAN-SPAM, including clear sender identification and functional unsubscribe mechanisms for commercial email
• The Do-Not-Call registry for telemarketing calls, where applicable
• Canadian Anti-Spam Law (CASL) if messaging Canadian recipients
• GDPR ePrivacy consent requirements if messaging recipients in the EU/EEA or UK
• Meta Platform Terms, including the 24-hour messaging window and opt-out handling for Messenger

LoopHQ transactional communications: LoopHQ itself sends transactional communications on your behalf — including lead alerts, handoff notifications, booking confirmations (with .ics attachments and reschedule/cancel options), billing notifications, and daily digest emails. You may toggle most notification types in your account settings. Certain critical communications (billing, security, subscription-state changes) cannot be disabled.

Visitor-facing compliance notices: For agents configured in certain regulated industries, LoopHQ may surface compliance notices to visitors as a safety backstop, with links to the terms, privacy, and custom legal pages you have configured. You remain responsible for configuring those links and ensuring the linked documents are accurate.

13.1 SMS, Voice, and A2P 10DLC Compliance

When you enable SMS for any agent, LoopHQ provisions a dedicated phone number on your behalf and submits the required A2P 10DLC registration (carrier compliance paperwork) on your behalf through our setup wizard. You are the brand and campaign owner with the messaging carrier and TCR (The Campaign Registry); LoopHQ operates the wizard and submits the application as your platform provider.

By enabling SMS you represent and warrant that:

• The business and use-case information you submit through our A2P registration wizard is accurate and complete
• You have obtained TCPA-compliant consent from every phone number you intend to message through your Loop agent
• You will display the required consent disclosure on your own forms (see Section 11)
• You will use SMS only for the purposes for which your A2P campaign was approved by the messaging carrier

Conversational consent: When a visitor sends an inbound SMS to your provisioned business number, that visitor-initiated message constitutes consent for your agent to respond, consistent with messaging-carrier guidance. Outbound SMS sent without prior visitor-initiated contact requires separately collected, TCPA-compliant consent. Note: consistent with the Twilio Messaging Policy, an inbound message constitutes consent only for your agent’s responsive reply within the same conversation; it does not constitute consent for ongoing recurring engagement (such as appointment reminders, follow-up sequences, or re-engagement messaging). Recurring engagement requires a separate, recorded affirmative confirmation from the visitor — for example, an explicit reply to your agent’s recurring-engagement opt-in prompt.

Consent is not a condition of purchase or service. You agree to present SMS opt-in to consumers as optional, not conditioned on the consumer purchasing any product or receiving any service from you, and not bundled with the consumer’s acceptance of any other contract term.

Opt-out and HELP keyword handling: Reply STOP to any SMS message at any time to opt out and stop receiving messages. After you send STOP, we will send one final confirmation that you have been unsubscribed, and you will no longer receive SMS messages from the agent unless you opt back in through the operating business’s intake forms. Reply HELP for assistance. LoopHQ honors STOP and HELP requests automatically across all SMS interactions. You may not configure your agent to override, ignore, or attempt to bypass automatic opt-out handling.

Internal limits: LoopHQ applies internal limits on SMS conversations (including a per-conversation message ceiling) to protect visitors and the Service from abuse. You may not attempt to circumvent these limits.

Carrier rates and frequency: Message and data rates may apply to SMS recipients based on their mobile carrier plan. Message frequency varies based on the visitor’s interaction. If you have questions about your text plan or data plan, please contact your wireless provider.

Carrier non-liability: Messaging carriers are not liable for delayed or undelivered messages.

Permitted use: Inbound visitor responses, customer service, qualification, booking, transactional confirmations, and account-holder alerts you have opted in to. Outbound payment links, appointment reminders, review requests, and re-engagement messaging may be added in future releases under the same compliance framework.

Prohibited use: Mass marketing, promotional messaging beyond what your A2P campaign was approved for, contacting numbers without TCPA-compliant consent, and any use that violates carrier policies or applicable law.

Lapse and release behavior: If your subscription lapses or is closed, your provisioned phone number is released to the carrier pool after a brief grace period. Visitors who text the released number receive a brief auto-reply directing them to the website you have configured. Reactivation may require a new phone number and, depending on how long the account has been lapsed, may incur additional carrier registration fees.

Carrier and platform actions outside our control: Messaging carriers and TCR may reject A2P registrations, suspend approved campaigns, or impose new requirements at any time. LoopHQ is not responsible for delays, rejections, suspensions, or changes imposed by carriers, TCR, or other parties outside our control.

Voice services: When voice services are introduced, the same dedicated phone number provisioned for SMS is intended to support voice as well, under a similar compliance framework.

Customer indemnification for SMS: You agree to indemnify LoopHQ for claims, fines, or carrier actions arising from your consent practices, your use of SMS for purposes outside your approved campaign, or your failure to honor opt-out requests received through any channel.

For a detailed reference of how Loop captures consumer SMS consent on its own AI agent surfaces, see our SMS Consent Reference.

13.2 SMS Customer Attestations and Remedies

When you enable SMS for any agent through our setup wizard, you make the following attestations and accept the following remedies. These supplement, and do not replace, your obligations under Section 11 (User Responsibilities), Section 12 (Restricted Uses), Section 13.1, our Usage Policy, and applicable law.

(a) Compliance Attestation. You attest that you have read and will comply with this Section 13, our Usage Policy, the CTIA Messaging Principles and Best Practices, and all applicable communications laws — including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, applicable state mini-TCPAs (including but not limited to California, Florida, Oklahoma, Washington, and Maryland), the Canadian Anti-Spam Law (CASL) where you message Canadian recipients, and any other communications, privacy, or consumer-protection laws applicable to your messaging program.

(b) A2P Registration Accuracy Attestation. You attest that all information you provide during A2P 10DLC registration through our setup wizard — including business name, employer identification number (EIN), business address, contact information, vertical/use-case selection, sample message content, and the URL of your business website — is true, accurate, and complete. You acknowledge that LoopHQ supplies its own published policy URLs (loophq.dev/legal/privacy and loophq.dev/legal/terms) as the privacy policy and terms-of-service URLs covering your A2P 10DLC registration and consumer-facing consent disclosures, consistent with the platform-provider model used by other approved Twilio ISVs, and you agree to be bound by those policies as published in connection with your SMS use. You acknowledge that material misrepresentations of your business information may result in carrier rejection, campaign suspension, reversal of approval, or legal action by carriers or regulators, and that any consequences of such misrepresentations are your sole responsibility. You authorize LoopHQ to file the A2P 10DLC registration on your behalf with TCR (The Campaign Registry) and the messaging carrier, and you acknowledge that the resulting brand and campaign records are your own. Your relationship with TCR and the messaging carrier is direct, with LoopHQ acting solely as the registration submission platform.

(c) No-Consent-Bypass Warranty. You warrant that you will not (i) import phone numbers obtained without TCPA-compliant consent into your knowledge base, CRM, or any other surface of the Service; (ii) message numbers from purchased, scraped, or rented lists; (iii) use any technique to circumvent TCPA's prior express consent or prior express written consent requirements; (iv) configure your agent or any integration to send messages to numbers that have opted out, regardless of how the opt-out was received; or (v) attempt to bypass, override, or defeat any technical safeguard LoopHQ applies to SMS, including STOP/HELP keyword handling, opt-out propagation, the marketing-versus-transactional content gate, or carrier-imposed throughput and frequency limits.

(d) Right to Suspend for Cause. LoopHQ may suspend SMS service for any agent or your entire account immediately, without prior notice, if we determine in good faith that you have: submitted false or misleading information during A2P registration; sent SMS to numbers without TCPA-compliant consent; used SMS for a purpose materially outside your approved campaign scope; caused or contributed to a carrier suspension, fine, or enforcement action; failed to honor opt-out requests received through any channel; or otherwise violated this Section 13, our Usage Policy, or applicable law. Suspension under this clause does not entitle you to a refund of fees paid for the affected period.

(e) No Content Review Obligation. LoopHQ does not pre-screen, monitor, or audit the content of messages your AI agent generates or the lists of phone numbers you import. You are solely responsible for the lawfulness of your messaging activity. LoopHQ’s automated safeguards (such as STOP/HELP keyword handling and the marketing-versus-transactional content gate) are technical convenience features and do not constitute review, approval, or endorsement of your underlying compliance.

(f) Logs as Evidence. You agree that LoopHQ’s records — including A2P registration submissions, consent records, message logs, opt-out logs, and audit trails — are admissible as business records in any carrier review, regulatory inquiry, arbitration, or legal proceeding, and may be relied upon as evidence of the matters they record. You waive any objection to the admissibility of such records on the basis of authentication or hearsay, subject to applicable rules of procedure.

(g) Legal Counsel Disclaimer. Any compliance guidance LoopHQ provides — including but not limited to support team responses, help-center articles, A2P readiness checklists, and starter templates — is informational only and does not constitute legal advice. You should consult your own counsel for jurisdiction-specific or industry-specific requirements. Internal LoopHQ communications regarding compliance, abuse, and risk assessment are protected work product and confidential, and will not be produced absent valid legal process.

(h) SMS-Specific Indemnification. In addition to the general indemnification in Section 23, you agree to indemnify, defend, and hold LoopHQ harmless for: any claim, fine, settlement, or carrier action arising from your A2P registration submissions or message content; any TCPA, CAN-SPAM, CASL, or analogous communications-law claim arising from messages sent through your agent; any consumer claim arising from your failure to honor an opt-out request received through any channel; and any costs (including reasonable attorneys’ fees and carrier pass-through fees) LoopHQ incurs in defending or resolving such claims.

(i) Carrier Compliance Pass-Through. You acknowledge that LoopHQ must comply with directives, suspension orders, content restrictions, and registration rejections issued by messaging carriers, TCR, or downstream messaging sub-processors. LoopHQ may pass through any such directive immediately and without notice. You may not require LoopHQ to appeal, contest, or delay compliance with a carrier or TCR directive on your behalf, and LoopHQ has no obligation to do so. Carrier-imposed fees, surcharges, or pass-through costs that arise from your activity may be charged to your account.

(j) Operator of Record; Reasonable Safeguards. You are the operator of record for all SMS messages sent through your Loop agent for purposes of TCPA, CTIA Messaging Principles, applicable carrier policies, and any consumer-facing relationship with the recipients of those messages. LoopHQ provides the technical infrastructure but does not initiate, sponsor, or endorse the content of any message. The relationship between you and the consumers messaged through your Loop agent is solely between you and those consumers, and LoopHQ is not a party to that relationship. LoopHQ implements reasonable technical safeguards consistent with industry standards and applicable law (including automatic STOP and HELP handling, consent recordkeeping, and opt-out propagation), but does not warrant that such safeguards will prevent every form of misuse, and is not liable for failures attributable to your conduct or your failure to use the safeguards properly.

(k) Mandatory Reporting Obligations. You acknowledge that LoopHQ is subject to mandatory reporting obligations under United States federal law, including but not limited to the obligation to report apparent violations of 18 U.S.C. § 2258A (child sexual abuse material) to the National Center for Missing & Exploited Children. You acknowledge that LoopHQ will respond to lawful government, law-enforcement, and regulatory requests as described in our Privacy Policy § 8.2. You may not require LoopHQ to withhold or delay any report or disclosure that LoopHQ is legally obligated to make. You warrant that you will not use the Service to provide material support to any organization designated as a foreign terrorist organization under 18 U.S.C. § 2339B, or for any other purpose prohibited by federal criminal law.

(l) HIPAA and Jurisdictional Bot-Disclosure Obligations. If you operate as a HIPAA-covered entity or business associate and intend to send any SMS that may include or relate to protected health information (PHI), you must execute a separate Business Associate Agreement with LoopHQ before such SMS is enabled. In the absence of an executed BAA, you warrant that no PHI will flow through SMS messages sent through your Loop agent and you accept the prohibition on PHI in Section 12 (Restricted Uses) as fully applicable to your SMS use. You further warrant that you will comply with all jurisdiction-specific bot- or AI-disclosure laws applicable to your messaging program (including, where applicable, California Business & Professions Code § 17940-43 and analogous state laws), and you acknowledge that LoopHQ’s default disclosure of AI identity is a backstop, not a substitute for compliance you must perform on your own forms, scripts, and consent surfaces.

13.3 Platform Provider Status and Section 230 Acknowledgment

The following acknowledgments describe LoopHQ’s legal posture as a platform provider. You agree that this Section accurately reflects the relationship between you and LoopHQ for purposes of any third-party claim, regulatory inquiry, or other proceeding arising from your use of the Service.

(a) Interactive Computer Service. LoopHQ is an interactive computer service within the meaning of 47 U.S.C. § 230(f)(2). With respect to content you provide to LoopHQ — including knowledge base content, agent instructions and persona, agent name and configuration, integration credentials, A2P registration content, sample messages, and the intended use cases you select — you are an information content provider within the meaning of 47 U.S.C. § 230(f)(3) and LoopHQ acts as a passive host for that content. The scope of this acknowledgment is limited to content you provide; the allocation of responsibility for AI-generated message content is addressed separately in subsection (g) below.

(b) Editorial Control over Upstream Configuration. You exercise editorial control over your Loop agent’s behavior through upstream configuration choices — your knowledge base content, your AI instructions, your enabled tools and integrations, your selected use case, your sample message preferences, and your messaging program design. LoopHQ does not exercise editorial control over your upstream choices and does not select, draft, approve, or endorse those choices on your behalf. Your upstream choices materially shape the downstream output of LoopHQ’s AI; nothing in this acknowledgment shifts to LoopHQ the responsibility for those upstream choices, the consumer relationships they target, or the substantive lawfulness of the program you operate.

(c) No Agency. Your use of the Service does not create an agency, joint venture, partnership, employment, franchise, or fiduciary relationship between you and LoopHQ. You are not LoopHQ’s agent, and LoopHQ is not your agent. Neither party has authority to bind the other to any obligation to a third party.

(d) No Apparent Authority. LoopHQ has not granted you, and you do not have, apparent authority to make representations on LoopHQ’s behalf to any consumer, regulator, carrier, or other third party. Statements, promises, warranties, or commitments you make to consumers through your Loop agent are yours, not LoopHQ’s.

(e) No Ratification. LoopHQ’s provision of infrastructure, its automated safeguards, its responsiveness to abuse signals, its failure to detect or block any specific message, and its general operation of the Service do not constitute ratification, approval, or endorsement of any specific use you make of the Service. The fact that a message was successfully sent through LoopHQ does not constitute evidence that LoopHQ reviewed, approved, or sponsored that message.

(f) Acknowledgment of Statutory Limitations. You acknowledge that 47 U.S.C. § 230 does not preempt federal statutes that create their own liability frameworks (including the Telephone Consumer Protection Act), and that recent case law has narrowed the scope of § 230 protection for content a platform’s own systems generate or curate (including Anderson v. TikTok, 116 F.4th 180 (3d Cir. 2024)). The acknowledgments in subsections (a) and (b) above are limited to content you provide; the allocation of responsibility for AI-generated message content is set forth in subsection (g) below. LoopHQ does not represent that § 230 provides immunity from any specific federal statutory claim, and the protections in Sections 13.2(j) (Operator of Record), 13.2(h) (SMS-Specific Indemnification), this Section 13.3, and the AI-Generated Content Allocation in subsection (g) below are intended to allocate liability between you and LoopHQ regardless of any third-party theory of liability.

(g) AI-Generated Content Allocation. LoopHQ’s AI generates the actual text of messages sent through your Loop agent, drawing on the upstream configuration choices and content you provide. Because that AI generation is LoopHQ’s first-party output, the § 230 framing in subsections (a) and (b) above does not extend to it; instead, the parties allocate responsibility for AI-generated content as follows:

• Technical-layer responsibility (LoopHQ). LoopHQ provides safeguards designed to ensure AI-generated SMS complies with the operational requirements of the TCPA, the Twilio Messaging Policy, and applicable carrier and TCR rules — including STOP/HELP keyword handling, opt-out propagation, A2P 10DLC compliance, the consent-disclosure language LoopHQ publishes, and the throughput and frequency limits LoopHQ applies. LoopHQ does not warrant that any specific AI-generated message will be free of error or perfectly suited to a specific consumer context.
• Substantive-layer responsibility (you). You are responsible for the lawfulness and accuracy of the content you supply your agent (knowledge base, instructions, configuration, intended-use selection), for obtaining TCPA-compliant consent for every recipient, for ensuring your selected use case and consumer-facing program comply with applicable law, and for the consequences of any AI-generated message that drifts beyond the topical scope of the configuration and content you supplied.
• Mutual indemnification. LoopHQ will indemnify you against claims arising solely from a documented failure of LoopHQ’s technical-layer safeguards (for example, a failure of LoopHQ to honor a STOP keyword within the regulatory window due to a LoopHQ system failure not caused by your circumvention). You will indemnify LoopHQ against claims arising from your substantive-layer responsibilities — including any TCPA, CAN-SPAM, CASL, or analogous claim premised on the consent practices, the consumer relationship, the underlying purpose of the messages, or the content you supplied to your agent — and any tort or contract claim brought by any consumer arising from your use of the Service. The indemnification scopes in this Section 13.3(g) supplement, and do not replace, the indemnification obligations in Section 23 and Section 13.2(h).

13.4 Litigation Cooperation

If LoopHQ is named as a defendant, respondent, or interested party in any third-party action, regulatory inquiry, arbitration, carrier complaint investigation, or other proceeding arising from or related to your use of the Service (including any TCPA, CAN-SPAM, CASL, state mini-TCPA, FTC Section 5, or state-AG matter), you agree to:

• Cooperate fully and promptly with LoopHQ in the defense of the matter, including by responding to reasonable requests for information, witnesses, and assistance;
• Preserve and produce, on reasonable request, all records relevant to the matter, including consent records, lead-source records, opt-out records, message logs, agent configuration history, and communications with the affected consumer or recipient;
• Refrain from filing any cross-claim, counter-claim, or third-party complaint against LoopHQ in the same proceeding that is premised on your own conduct or your failure to comply with this Section 13;
• If LoopHQ tenders defense to you under Section 23 (Indemnification) or Section 13.2(h) (SMS-Specific Indemnification), accept the tender within fifteen (15) business days, retain counsel acceptable to LoopHQ (acceptance not unreasonably withheld), and conduct the defense in good faith; and
• Not settle any matter in a way that imposes any non-monetary obligation on LoopHQ, admits any wrongdoing by LoopHQ, or restricts LoopHQ’s future operations, without LoopHQ’s prior written consent.

LoopHQ may, at its option and at your cost (subject to Section 23 and Section 13.2(h)), assume control of the defense of any matter for which you have an indemnification obligation, retain counsel of LoopHQ’s choice, and direct the strategy of the defense. You will continue to cooperate as described above.

The obligations in this Section 13.4 survive termination of these Terms for any matter arising from your use of the Service prior to termination.

14. Acceptable Use

You agree NOT to use LoopHQ in any way that violates our Usage Policy or applicable laws. Prohibited activities include but are not limited to:

• Using the Service for illegal activities
• Attempting to reverse-engineer, hack, or disrupt the Service
• Reselling or redistributing LoopHQ’s services without authorization
• Automated abuse, excessive bot-to-bot traffic, or using the Service to spam visitors
• Using the Service in a manner that violates Section 12 (Restricted Uses) or Section 13 (Communications Compliance)

See our full Usage Policy for detailed guidelines.

15. Intellectual Property

All content, features, and functionality of the Service (excluding user-uploaded content) are owned by PROXYGIST LLC or its licensors and are protected by copyright, trademark, and other intellectual property laws.

You may not copy, modify, distribute, sell, or create derivative works based on the Service. The LoopHQ name, logo, and branding are trademarks of PROXYGIST LLC.

16. Data Ownership and Portability

Your content: You retain full ownership of all content you upload to LoopHQ, including documents, Q&A entries, website content, and AI agent configurations.

Conversation data: You retain ownership of all conversation data and lead information collected through your chatbot. For visitor data on your connected sites and channels, you act as the data controller and LoopHQ acts as the data processor.

License to us: By uploading content, you grant LoopHQ a non-exclusive, worldwide license to use your content solely for the purpose of providing the Service to you. This license terminates when you delete the content or your account.

Data portability: You may request an export of your data. Upon account termination, you have 30 days to request a data export before data may be permanently removed.

Agent deletion: You can delete any agent from your dashboard. This permanently removes the agent, its knowledge base, and all conversation history for that agent. This action cannot be undone.

17. Data Processing and Sub-Processors

For customers whose use of the Service involves processing personal data subject to the GDPR, UK GDPR, or analogous U.S. state privacy laws, LoopHQ acts as a data processor on your behalf with respect to visitor data collected through Loop agents. You act as the data controller.

A Data Processing Addendum (DPA) that incorporates the relevant Article 28 processor obligations and, where applicable, the Standard Contractual Clauses for international transfers is available on request. Contact privacy@loophq.dev with the subject line “DPA request” to receive a copy.

Our current sub-processors are listed at loophq.dev/legal/sub-processors, including their purposes, data-processing locations, and whether each is engaged for all customers (always-on) or only when you opt in to a specific feature. We provide 30 days’ notice through the dashboard before adding a new always-on sub-processor that processes personal data.

18. Third-Party Services

LoopHQ integrates with third-party service providers to deliver the Service. These include:

• Payment processing: Stripe processes all payments and manages billing. By using LoopHQ, you also agree to Stripe’s Terms of Service.
• Cloud infrastructure and data storage: Your data is stored on secure, US-based cloud infrastructure
• AI service providers: Multiple AI providers generate chatbot responses and power analytical signals using your knowledge base content
• Google APIs: Google Calendar API enables appointment scheduling through your chatbot (on applicable plans). By connecting your Google account, you also agree to Google’s Terms of Service. See our Privacy Policy for details on how we handle Google user data.
• Meta platforms: Facebook Messenger integration is currently supported (on applicable plans) and enables your chatbot to communicate with customers through that channel. Additional Meta-owned channels (Instagram DM, WhatsApp) may be added in the future under the same arrangement. By connecting your Facebook Page or any future Meta property, you also agree to the Meta Platform Terms. LoopHQ is not endorsed by, affiliated with, or sponsored by Meta. See our Privacy Policy for details on messaging data.
• CRM and automation integrations: HubSpot, GoHighLevel, Zapier, and customer-configured webhooks are optional integrations you can connect to route captured leads and events. When you connect them, their respective terms also apply to the data you share.
• SMS messaging carrier: When SMS is enabled for any agent, a third-party messaging carrier handles SMS delivery, A2P 10DLC compliance registration, and phone number provisioning on our behalf.
• Email delivery: Transactional emails are sent through a third-party email service
• Rate-limit cache: A transient caching service is used to enforce abuse-prevention limits
• Web analytics: Page-level analytics are collected through our hosting provider

Each third-party provider is subject to their own terms of service and privacy policies. A complete enumeration of our sub-processors, with links to their privacy policies, is available at loophq.dev/legal/sub-processors. LoopHQ is not responsible for the availability, practices, or content of third-party services.

19. Beta and Evolving Features

Some features of the Service are designated as beta, preview, early-access, or similar. Additional features are continuously introduced, updated, or retired.

Beta features are offered on an “AS IS” basis without warranties, may be changed or removed without notice, may contain bugs, and may have different availability or performance characteristics than generally available features. Your use of beta features is at your discretion and risk.

Evolving features across the Service continue to develop. LoopHQ may adjust, refine, or reconfigure features over time. Where a change materially reduces functionality you rely on, we will provide reasonable advance notice.

20. Service Modifications and Downtime

LoopHQ reserves the right to modify, suspend, or discontinue any feature of the Service at any time with reasonable notice. We will provide advance notice of material changes when possible.

LoopHQ is hosted on reliable cloud infrastructure and is designed for high availability.

LoopHQ does not currently offer a formal Service Level Agreement (SLA) on standard plans. Enterprise plans include custom SLAs with uptime guarantees.

21. Termination

21.1 Termination by You

You may cancel your subscription at any time from your dashboard under the Billing section. See Section 5.4 for details on what happens after cancellation.

21.2 Termination by LoopHQ

We may suspend or terminate your account immediately if you:

• Violate these Terms or our Usage Policy
• Engage in fraudulent or illegal activity
• Fail to pay for an extended period
• Use the Service in a manner that threatens the security or integrity of the platform
• Use the Service for any of the Restricted Uses in Section 12

21.3 Inactive Accounts

Accounts that have been inactive for 12 months or more (no logins and no chatbot activity) may be archived. Before archiving, LoopHQ sends email notifications giving you the opportunity to log in and keep your account active. Logging in or having any chatbot conversation resets the inactivity timer.

21.4 Effect of Termination

Upon termination by you, your account reverts to the Free plan as described in Section 5.4. Upon termination by LoopHQ for cause, your account may be suspended or deleted. Data retention follows the schedules described in our Privacy Policy. On termination or account deletion, stored integration credentials are removed from our systems and any active OAuth tokens are revoked where the third-party provider supports revocation.

22. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LOOPHQ AND PROXYGIST LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO LOOPHQ IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

WITHOUT LIMITING THE FOREGOING, LOOPHQ IS NOT LIABLE FOR ANY DECISIONS, ACTIONS, OR OUTCOMES BASED ON AI-GENERATED CONTENT, INCLUDING WITHOUT LIMITATION: AI-GENERATED INACCURACIES, AI-INITIATED ACTIONS (SUCH AS CALENDAR BOOKINGS, LEAD CAPTURES, WEBHOOK DELIVERIES, OR PROACTIVE MESSAGES), MISREPRESENTATIONS ATTRIBUTABLE TO AI HALLUCINATION, PRE-CONTRACTUAL STATEMENTS MADE BY AI AGENTS, OR RELIANCE BY ANY VISITOR ON AI-GENERATED CONTENT. YOU USE AI-GENERATED RESPONSES AT YOUR OWN RISK.

LOOPHQ IS ALSO NOT LIABLE FOR (i) SMS DELIVERY FAILURES OR CARRIER-IMPOSED RESTRICTIONS; (ii) DELAYS, REJECTIONS, OR SUSPENSIONS OF A2P 10DLC REGISTRATIONS BY MESSAGING CARRIERS, TCR, OR OTHER PARTIES OUTSIDE OUR CONTROL; (iii) FINES, CLAIMS, OR LIABILITY ARISING FROM YOUR FAILURE TO COLLECT TCPA-COMPLIANT CONSENT OR YOUR USE OF SMS FOR PURPOSES OUTSIDE YOUR APPROVED CAMPAIGN; OR (iv) THIRD-PARTY PLATFORM ACTIONS (INCLUDING META, GOOGLE, OR INTEGRATION PARTNERS) THAT REVOKE OR MODIFY YOUR ACCESS.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

23. Indemnification

You agree to indemnify, defend, and hold harmless PROXYGIST LLC and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

• Your use of the Service
• Your violation of these Terms or any applicable law, including communications, privacy, anti-discrimination, or consumer-protection law
• Content you upload to the Service, including URLs you instruct the Service to scrape, and any copyright or other intellectual property claim arising from that content
• Your violation of any third-party right, including intellectual property, privacy, or publicity rights
• Any claim by a third party related to your AI agent’s responses, the data collected through your chatbot, or any AI-initiated action authorized under Section 9
• Your use of the Service for any Restricted Use under Section 12
• Any TCPA, CAN-SPAM, CASL, or analogous communications-law claim, fine, or carrier action arising from your consent practices, your use of SMS for purposes outside your approved A2P 10DLC campaign, or your failure to honor opt-out requests received through any channel
• Disputes between you and your visitors or customers regarding content, conduct, or transactions facilitated by your Loop agent

24. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Missouri, United States, without regard to its conflict of law provisions.

Informal resolution: Before filing any formal legal action, you agree to attempt to resolve the dispute informally by contacting us at legal@loophq.dev. We will attempt to resolve the dispute within 30 days.

Jurisdiction: If informal resolution fails, any legal action shall be brought exclusively in the state or federal courts located in the State of Missouri.

25. Severability and Entire Agreement

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

These Terms, together with our Privacy Policy, Usage Policy, Cookie Policy, AI Interaction Notice, and any Data Processing Addendum executed between the parties, constitute the entire agreement between you and PROXYGIST LLC regarding the Service and supersede all prior agreements.

26. Contact Information

If you have any questions about these Terms of Service, please contact us:

PROXYGIST LLC, doing business as LOOP
Email: legal@loophq.dev
Website: loophq.dev