Terms of Service

1. Introduction and Acceptance of Terms

Welcome to Loya! Loya is a payment and loyalty platform that turns everyday purchases into store-locked rewards. When you pay with Loya, you may earn cashback that is redeemable only at the merchant where you made your purchase. Loya helps shoppers get more value and helps merchants build lasting customer relationships.

By accessing or using Loya's website, web application, payment services, or any related services (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you don't agree with these Terms, please don't use the Service.

These Terms constitute a legally binding agreement between you and Loya Labs Inc.

2. Eligibility

To use Loya, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Service under applicable laws
• Provide accurate, current, and complete information during registration

By using the Service, you represent and warrant that you meet all eligibility requirements.

3. Account Registration and Security

3.1 Account Creation

You must create an account to use the Service. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Accept responsibility for all activities under your account

3.2 Account Type

Loya offers two types of accounts:

• Shopper Accounts: For individuals making purchases and earning rewards
• Merchant Accounts: For businesses accepting Loya payments and offering rewards

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials. You must immediately notify us at hello@useloya.com if you:

• Suspect unauthorized use of your account
• Discover a security breach
• Lose access to your account

We are not liable for any loss or damage arising from your failure to protect your account information.

3.4 One Account Per User

You may not create multiple accounts to gain unfair advantages, manipulate rewards, or circumvent restrictions. We reserve the right to suspend or terminate duplicate accounts.

4. How Loya Works

4.1 For Shoppers

When you pay using Loya at participating merchants:

• Payment Processing: Your payment is securely processed through our payment partners (currently Stripe)
• Reward Earning: You may earn a percentage of your purchase amount as "Loya Balance" (store-locked cashback)
• Reward Redemption: Your Loya Balance is redeemable only at the same merchant where it was earned
• No Cash Value: Loya Balance has no cash value and cannot be transferred, sold, or exchanged

4.2 Reward Terms

Earning Rewards:

• Rewards are calculated based on the eligible purchase amount after taxes and fees
• Reward rates are determined by Loya and may vary (currently 5% at all participating merchants)
• Rewards are credited instantly upon successful transaction completion
• Certain purchases may be excluded from earning rewards (e.g., gift cards, as determined by merchants)

Reward Expiration:

• Loya Balance expires 365 days from the date earned unless otherwise specified by the merchant
• Expired rewards are forfeited and cannot be reinstated
• We will provide notification before rewards expire when possible

Reward Limits:

• Merchants may set minimum redemption amounts
• There is no maximum balance limit unless specified by a merchant
• Partial redemption is allowed where the merchant's system supports it

Using Your Rewards:

• Rewards can only be redeemed at the merchant where they were earned
• Rewards must be applied at checkout when making a purchase
• Rewards cannot be combined with certain promotions (at merchant's discretion)

4.3 For Merchants

Merchants who integrate Loya agree to:

Service Obligations:

• Display Loya as a payment option at checkout
• Honor Loya Balance redemptions from customers
• Set a rewards rate for customer purchases (minimum 1%)
• Maintain accurate business information in your merchant dashboard
• Provide reasonable customer service for Loya-related transactions

Payment Processing:

• Accept payment through Loya's integrated payment processor
• Receive settlements according to the payout schedule in your merchant agreement
• Pay applicable service fees as outlined in Section 5

Compliance:

• Comply with all applicable laws and regulations
• Not discriminate against Loya users
• Not charge different prices for Loya payments versus other payment methods
• Maintain appropriate business licenses and permits

5. Fees and Payment Terms

5.1 Shopper Fees

There are no fees for shoppers to use Loya. We do not charge you to:

• Create an account
• Make purchases
• Earn rewards
• Redeem rewards

5.2 Merchant Fees

Merchants pay a transaction-based service fee when customers pay with Loya. Fee structure:

• Standard Rate: 10% per transaction (subject to change with 30 days notice)
• Fee Includes: Customer rewards are funded from this service fee. Merchants do not pay separately for rewards - the 10% covers all services including payment processing, reward distribution, and platform fees
• Payout Schedule: Funds are transferred to your connected bank account according to Stripe's standard payout schedule (typically 2 business days)
• Net Settlement: You receive the purchase amount minus the 10% service fee

5.3 Payment Processing

• All payment processing is handled securely through our third-party payment processor (Stripe)
• Loya does not hold, store, or process payment card information directly
• You authorize us to instruct our payment processor to charge your payment method
• All fees are exclusive of applicable taxes, which you are responsible for

5.4 Failed Payments

If a payment fails:

• We may attempt to re-process the payment
• We may suspend your ability to use certain features
• You remain responsible for any outstanding amounts owed

6. Refunds, Returns, and Cancellations

6.1 Purchase Refunds

If you return a purchase or receive a refund from a merchant:

• Any Loya Balance earned from that purchase will be automatically deducted from your balance
• If you've already used the rewards, your balance may become negative
• You must repay any negative balance before making future purchases
• Refunds for purchases made with Loya Balance will be credited back as Loya Balance, not cash

6.2 Partial Refunds

For partial refunds, the corresponding portion of earned rewards will be deducted.

6.3 Chargebacks

If you initiate a chargeback with your bank or payment provider:

• Any related rewards will be immediately forfeited
• Your account may be suspended pending investigation
• You may be liable for chargeback fees and any losses we incur
• Repeated chargebacks may result in permanent account termination

6.4 Merchant Disputes

For issues with products or services, contact the merchant directly. Loya is not responsible for:

• Product quality or delivery
• Merchant business practices
• Merchant customer service

However, if you believe a merchant is violating these Terms, please notify us at hello@useloya.com.

7. Account Suspension and Termination

7.1 Your Right to Terminate

You may close your account at any time by:

• Contacting us at hello@useloya.com
• Following the account deletion process in your account settings

Upon termination:

• You will no longer be able to access your account
• Any unused Loya Balance will be forfeited (no cash value)
• Pending transactions will be completed or cancelled
• We will delete or anonymize your personal information as required by law

7.2 Our Right to Suspend or Terminate

We reserve the right to suspend or terminate your account immediately if:

• You violate these Terms or our policies
• We suspect fraudulent, illegal, or suspicious activity
• Your account has been inactive for 24 consecutive months
• You provide false or misleading information
• You engage in prohibited activities (see Section 8)
• Required by law or legal process
• We discontinue the Service (with 30 days notice when possible)

7.3 Effect of Termination

Upon termination by us:

• Your access to the Service will be immediately revoked
• Unused Loya Balance will be forfeited
• Outstanding obligations survive termination
• We may retain certain information as required by law or for legitimate business purposes

7.4 Merchant Termination

If a merchant closes their Loya account or goes out of business:

• Your Loya Balance with that merchant will expire within 30 days
• We will attempt to notify affected users when possible
• No refunds or cash equivalents will be provided for forfeited balances

8. Prohibited Activities

You agree not to:

Fraudulent Activity:

• Use stolen payment methods or false information
• Create fake accounts or impersonate others
• Manipulate the system to gain unauthorized rewards
• Engage in money laundering or other financial crimes

Abuse of Service:

• Create multiple accounts to exploit promotions
• Use automated systems (bots) to access the Service
• Attempt to reverse-engineer, hack, or compromise the platform
• Interfere with other users' access to the Service

Illegal Conduct:

• Use Loya for illegal transactions or purposes
• Purchase illegal goods or services
• Violate any applicable laws or regulations
• Infringe on intellectual property rights

Merchant-Specific:

• Process fraudulent or unauthorized transactions
• Discriminate against customers using Loya
• Misrepresent your business or products
• Fail to deliver purchased goods or services

Violation of these prohibitions may result in immediate account termination, forfeiture of rewards, and legal action.

9. Intellectual Property Rights

9.1 Loya's Property

All content, features, and functionality of the Service, including but not limited to:

• Software, code, and technology
• Trademarks, logos, and branding ("Loya" name and marks)
• Text, graphics, and visual design
• Data compilation and arrangement

...are owned by Loya Labs Inc. or our licensors and are protected by copyright, trademark, and other intellectual property laws.

9.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose. You may not:

• Copy, modify, or create derivative works
• Sell, rent, lease, or sublicense access
• Decompile or reverse-engineer the Service
• Remove proprietary notices or labels

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them without obligation or compensation to you.

10. Privacy and Data Security

10.1 Privacy Policy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your information. By using the Service, you consent to our privacy practices as described in the Privacy Policy.

10.2 Data Security

We implement industry-standard security measures to protect your data, including:

• Encryption of sensitive information
• Secure data storage with trusted providers (Convex, Clerk)
• Regular security assessments
• Compliance with payment card industry (PCI) standards through Stripe

However, no system is completely secure. We cannot guarantee absolute security of your information.

10.3 Data Breach Notification

In the event of a data breach that may affect your personal information, we will notify you as required by applicable law.

11. Third-Party Services

11.1 Payment Processing

We use Stripe as our payment processor. When you make a payment:

• You agree to Stripe's Terms of Service and Privacy Policy
• Your payment information is transmitted directly to Stripe
• Loya does not store your full payment card information

11.2 Authentication Services

We use Clerk for user authentication. By creating an account:

• You agree to Clerk's Terms of Service and Privacy Policy
• Your authentication data is managed by Clerk's secure infrastructure

11.3 Other Third Parties

The Service may integrate with other third-party services. We are not responsible for:

• Third-party terms, policies, or practices
• The availability or reliability of third-party services
• Your interactions with third parties

12. Disclaimers and Warranties

12.1 "AS IS" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Service will be uninterrupted, secure, or error-free
• Warranties regarding the accuracy, reliability, or completeness of content
• Warranties that defects will be corrected

12.2 No Guarantee of Rewards

We do not guarantee:

• The availability or amount of rewards offered by merchants
• That merchants will continue participating in the program
• The ability to redeem rewards at any specific time
• That the Service will always be available in your location

12.3 Merchant Responsibility

LOYA IS NOT RESPONSIBLE FOR:

• Products or services purchased through the Service
• Merchant business practices, closures, or bankruptcies
• Disputes between you and merchants
• Merchant fulfillment of orders or customer service

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

13. Limitation of Liability

13.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOYA LABS INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

Indirect Damages:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Loss of rewards or inability to redeem rewards
• Service interruptions or downtime

Direct Damages Cap:

Our total liability for any claims arising from these Terms or the Service is limited to the greater of:

• $100, or
• The amount you paid to Loya in fees during the 12 months preceding the claim

13.2 Exclusions

This limitation applies to claims based on:

• Breach of contract
• Breach of warranty
• Negligence
• Strict liability
• Any other legal theory

...even if we have been advised of the possibility of such damages.

13.3 Jurisdictional Limitations

Some jurisdictions do not allow limitations on implied warranties or exclusion of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Loya Labs Inc., its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any laws or regulations
• Your violation of any third-party rights
• Your account or payment method activity
• Content you submit or transmit through the Service
• Disputes between you and merchants or other users

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you will cooperate with our defense of such claims.

15. Dispute Resolution and Arbitration

15.1 Informal Resolution

Before filing any legal claim, you agree to first contact us at hello@useloya.com to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith within 60 days.

15.2 Binding Arbitration

If we cannot resolve a dispute informally, you agree that any dispute, claim, or controversy arising from or relating to these Terms or the Service shall be resolved exclusively through binding arbitration, except:

• Small claims court actions (under $10,000)
• Claims for injunctive relief
• Intellectual property disputes

Arbitration Terms:

• Arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules
• The arbitration will be held in Delaware or another mutually agreeable location
• The arbitrator's decision will be final and binding
• Judgment on the arbitration award may be entered in any court of competent jurisdiction
• Each party bears their own costs unless otherwise required by applicable law

15.3 Class Action Waiver

YOU AND LOYA AGREE THAT DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted.

15.4 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to hello@useloya.com within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of the arbitration agreement.

15.5 Exceptions

Notwithstanding the above, either party may bring qualifying claims in small claims court.

16. Governing Law and Jurisdiction

16.1 Governing Law

These Terms and your use of the Service are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

16.2 Venue

For any disputes not subject to arbitration, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

16.3 International Users

The Service is controlled and operated from the United States and is currently available only for transactions within the United States.

Transaction Availability:

• Payment processing and merchant services are available only to US-based users
• You must have a US payment method and US address to complete transactions
• Rewards can only be earned and redeemed at US-based merchants

Informational Access:

• Our website and marketing materials may be accessed internationally
• However, account creation and transactions are restricted to US residents

If you access the Service from outside the United States, you are responsible for compliance with local laws.

17. Changes to Terms

17.1 Right to Modify

We reserve the right to modify these Terms at any time. When we make changes, we will:

• Update the "Last Updated" date at the top of this document
• Notify you via email or in-app notification for material changes
• Provide at least 30 days notice for material changes that adversely affect your rights

17.2 Acceptance of Changes

Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you don't agree with the changes, you must stop using the Service and close your account.

17.3 Material Changes

Material changes include, but are not limited to:

• Changes to fee structures
• Changes to dispute resolution procedures
• Changes that materially reduce your rights

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms you agree to, constitute the entire agreement between you and Loya and supersede all prior agreements, representations, and understandings.

18.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

18.3 No Waiver

Our failure to enforce any provision of these Terms does not waive our right to enforce it later. Any waiver must be in writing and signed by an authorized representative.

18.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms or delegate our obligations without restriction.

18.5 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including:

• Natural disasters
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Payment processor outages
• Pandemics or public health emergencies

18.6 Relationship

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Loya.

18.7 No Third-Party Beneficiaries

These Terms are solely for the benefit of you and Loya and do not confer rights on any third parties.

18.8 Survival

Sections that by their nature should survive termination will survive, including but not limited to: Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law.

19. Tax Responsibilities

19.1 Shopper Tax Obligations

You are responsible for determining and paying any applicable taxes related to your use of the Service, including:

• Sales tax or VAT on purchases
• Tax reporting for rewards (if applicable in your jurisdiction)

19.2 Merchant Tax Obligations

Merchants are responsible for:

• Collecting and remitting applicable sales taxes
• Reporting income received through Loya
• Providing tax documentation (1099-K forms will be issued as required by law)
• Accounting for the cost of rewards offered

19.3 Tax Forms

We may provide tax documentation (such as 1099-K forms) to merchants who meet IRS reporting thresholds. It is your responsibility to consult with a tax professional regarding your tax obligations.

20. Accessibility

We are committed to making our Service accessible to all users. If you experience difficulty accessing any part of the Service due to a disability, please contact us at hello@useloya.com, and we will work with you to provide access through alternative means.

21. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

Loya Labs Inc.
Email: hello@useloya.com
Website: useloya.com

For legal notices, please send to:
Loya Labs Inc.
Attn: Legal Department
169 Madison Ave STE 15796
New York, NY 10016

22. Effective Date and Acceptance

These Terms are effective as of January 12, 2026. By using the Service after this date, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Thank you for choosing Loya! We're excited to help you earn and grow with every purchase.