Terms of Service

Welcome to Loopback Systems, Inc. ("Loopback Systems," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website www.loopbacksystemsinc.com (the "Site"), our powerWatch platform, hardware, connectivity, and related services (collectively, the "Services"). The Services enable utilities and Distributed Energy Resources (DER) owners to connect, monitor, and manage DER sites efficiently.

By accessing or using our Site or Services, you ("you," "User," or "Client," including utilities, DER owners, or other authorized users) agree to be bound by these Terms and our and . If you do not agree, please do not use our Site or Services.

1. Eligibility

1.1. Age: You must be at least 13 years old (or 16 where required by law, such as in certain jurisdictions) to use our Site or Services. If you’re under 18, you confirm you have legal guardian consent.

1.2. Authority: If you’re using the Services on behalf of a utility, DER owner, or other entity, you represent that you have authority to bind that entity to these Terms.

2. Services Overview

2.1. powerWatch Solution: Loopback Systems provides a turnkey platform for DER integration, including:

Customized hardware (supporting vendors like Schweitzer Engineering Labs, GE MDS Orbit, Siemens Ruggedcom, Eaton, and others).
Nationwide connectivity via secure, encrypted networks.
Complete lifecycle management (implementation, monitoring, maintenance).
Workflow tools for utilities and DER owners.

2.2. Client Roles:

Utilities: Set standards, security protocols, and SLAs; maintain direct access to DER data.
DER Owners: Purchase and own on-site hardware, with Loopback managing integration and recurring costs.
Loopback Systems: Orchestrates end-to-end processes, ensuring efficiency and compliance.

2.3. Service Availability: We strive to provide reliable Services but do not guarantee uninterrupted access due to factors like maintenance, network issues, or third-party dependencies.

3. Accounts and Access

3.1. Account Creation: You may need an account to access the powerWatch platform or certain Services. You agree to:

Provide accurate, current information during registration.
Keep your password confidential and secure.
Notify us immediately of unauthorized account use at [insert contact email].

3.2. Account Responsibility: You are responsible for all activities under your account, including by authorized users (e.g., utility staff, DER personnel).

3.3. Access Restrictions: We may suspend or terminate your account for violating these Terms, non-payment, or suspected security risks, with notice where feasible.

4. Use of Services

4.1. Permitted Use: You agree to use the Site and Services:

For lawful purposes and in compliance with applicable laws, regulations, and utility standards.
As intended (e.g., utilities monitoring DERs, DER owners managing hardware).
Without attempting to disrupt, hack, or reverse-engineer our systems, networks, or security measures (e.g., VPNs, firewalls).

4.2. Prohibited Conduct: You must not:

Use the Services to transmit malicious code, spam, or illegal content.
Interfere with other users’ access (e.g., overloading servers).
Copy, sell, or distribute our Services or content without written permission.
Misrepresent your identity or authority to use the Services.

4.3. Client Responsibilities:

Utilities: Provide accurate standards, security requirements, and data for integration; ensure compliance with regulatory obligations.
DER Owners: Purchase and maintain hardware as agreed; promptly report issues to Loopback Systems.
All Users: Keep account credentials secure and update contact information.

5. Intellectual Property

5.1. Our Ownership: Loopback Systems or its licensors own all rights, title, and interest in:

The Site, powerWatch platform, and related software.
Hardware designs, firmware, and connectivity protocols (subject to third-party vendor rights).
Content (e.g., text, graphics, logos, documentation, reports).
Trademarks, copyrights, patents, and trade secrets.

5.2. Client License: We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for authorized purposes (e.g., utilities monitoring DERs, DER owners accessing dashboards), subject to these Terms.

5.3. Client Content: You retain ownership of data you provide (e.g., utility standards, DER site data). You grant us a non-exclusive, worldwide, royalty-free license to use, process, and store this data to deliver the Services (e.g., integrating DER data into powerWatch).

5.4. Restrictions: You may not:

Copy, modify, or distribute our content or Services without permission.
Reverse-engineer or decompile powerWatch software or hardware.
Use our trademarks (e.g., “Loopback Systems,” “powerWatch”) without consent.

5.5. Feedback: If you provide feedback or suggestions, we may use them without obligation, while respecting your confidentiality where applicable.

6. Payments and Fees

6.1. DER Owner Payments:

DER owners are responsible for purchasing hardware and recurring costs (e.g., connectivity, maintenance), as outlined in separate agreements or invoices.
Fees are disclosed upfront and processed via secure third-party providers (e.g., Stripe).

6.2. Utility Payments: If utilities contract for premium Services (e.g., custom integrations), fees will be specified in a separate agreement.

6.3. Payment Terms:

Payments are due as agreed (e.g., monthly, annually).
Late payments may incur fees or suspension of Services, with 30 days’ notice.
Taxes are your responsibility unless included in our pricing.

6.4. Refunds: No refunds unless specified in a separate agreement or required by law (e.g., consumer protection laws in Canada or Mexico).

6.5. Protection for Both Parties:

Clients: Transparent pricing and no hidden fees; disputes resolved via [insert contact email].
Loopback: Ensures payment for Services rendered, protecting operational sustainability.

7. Confidentiality

7.1. Definition: “Confidential Information” includes non-public data shared between us (e.g., utility standards, DER site details, pricing).

7.2. Obligations:

We’ll protect your Confidential Information with industry-standard care, using it only to deliver Services.
You’ll protect our Confidential Information (e.g., powerWatch protocols) and not disclose it without consent.

7.3. Exceptions: Confidentiality doesn’t apply to information that:

Is publicly available (not due to a breach).
Was known to the recipient beforehand.
Is required to be disclosed by law (with notice to the other party where possible).

7.4. Protection: Safeguards both parties’ sensitive data, ensuring trust in utility-grade operations.

8. Data and Security

8.1. Data Use: We process data per our , ensuring secure, encrypted connections for DER sites (e.g., via VPNs).

8.2. Client Responsibilities: You’ll:

Provide accurate data for integration (e.g., meter readings, hardware specs).
Maintain security of your systems connecting to powerWatch.

8.3. Security Measures: We use encryption, firewalls, and audits to protect data, but no system is 100% secure.

8.4. Protection:

Clients: Your data is processed only as needed, with clear rights under privacy laws.
Loopback: Limits liability for breaches beyond our control (e.g., client-side vulnerabilities).

9. Termination

9.1. By You: You may stop using the Services at any time, subject to payment obligations or contract terms.

9.2. By Us: We may suspend or terminate your access if you:

Violate these Terms (e.g., misuse powerWatch).
Fail to pay fees after 30 days’ notice.
Pose a security risk to our systems or other users.

9.3. Effect of Termination:

Access to powerWatch will cease, but DER hardware remains your property.
We’ll retain data as required by law (e.g., 7 years for financial records) or delete it per our .
You’ll pay outstanding fees.

9.4. Protection:

Clients: Clear process for ending Services, with data rights preserved.
Loopback: Ensures orderly termination without disrupting operations.

10. Disclaimers

10.1. As-Is Services: The Site and Services are provided “as is” without warranties, express or implied, including for merchantability, fitness for a particular purpose, or uninterrupted access.

10.2. No Guarantee:

We don’t guarantee specific outcomes (e.g., grid stability, DER uptime), as these depend on third parties (e.g., utilities, network providers).
Hardware performance is subject to vendor specifications.

10.3. Protection:

Clients: Clear expectations avoid misunderstandings.
Loopback: Limits liability for factors beyond our control.

11. Limitation of Liability

11.1. Scope: To the fullest extent permitted by law, Loopback Systems, its affiliates, and vendors are not liable for:

Indirect, incidental, consequential, or punitive damages (e.g., lost profits, grid outages).
Damages from your use of the Services, third-party actions, or data breaches beyond our control.

11.2. Cap: Our total liability is limited to the amount you paid us in the 12 months before the claim.

11.3. Exceptions: Liability limits don’t apply to gross negligence, willful misconduct, or obligations under law (e.g., consumer rights in Canada/Mexico).

11.4. Protection:

Clients: Ensures fairness by capping only non-direct damages; legal rights preserved.
Loopback: Shields against excessive claims, ensuring business viability.

12. Indemnification

12.1. By You: You agree to indemnify and hold harmless Loopback Systems, its affiliates, and employees from claims, damages, or costs (including legal fees) arising from:

Your violation of these Terms or laws.
Misuse of the Services (e.g., unauthorized DER access).
Inaccurate data you provide (e.g., faulty meter readings).

12.2. By Us: We’ll indemnify you against claims that our Services infringe third-party intellectual property, provided you notify us promptly and cooperate in defense.

12.3. Protection:

Clients: Limits liability to your actions, with our support for valid claims.
Loopback: Protects against frivolous lawsuits while ensuring client cooperation.

13. Dispute Resolution

13.1. Informal Resolution: Before legal action, contact us at [insert contact email] to resolve issues within 30 days.

13.2. Arbitration:

Disputes not resolved informally will be settled by binding arbitration in California, per American Arbitration Association rules.
You waive class action rights; disputes are individual.

13.3. Exceptions: Either party may seek court relief for intellectual property or confidentiality breaches.

13.4. Protection:

Clients: Fair, cost-effective dispute process.
Loopback: Avoids lengthy litigation, preserving resources.

14. Governing Law

14.1. Jurisdiction: These Terms are governed by California law, without regard to conflict of law principles.

14.2. Venue: Any non-arbitrated disputes will be handled in state or federal courts in [insert county, e.g., San Francisco County], California.

14.3. Protection: Provides predictable legal framework for both parties.

15. Third-Party Services

15.1. Vendors: We integrate with third parties (e.g., Webflow, Schweitzer, GE, Siemens, Eaton, payment processors). Their terms apply when you use their services.

15.2. No Liability: We’re not responsible for third-party performance, outages, or data practices.

15.3. Protection:

Clients: Clear boundaries on our responsibilities.
Loopback: Limits liability for vendor issues.

16. Changes to Terms

16.1. Updates: We may modify these Terms at any time. Changes will be posted here with an updated “Last Updated” date.

16.2. Notification: Significant changes will be communicated via email or Site notice, especially for active utility/DER clients.

16.3. Continued Use: Using the Services after changes means you accept the new Terms.

16.4. Protection:

Clients: Transparency and notice ensure informed consent.
Loopback: Flexibility to adapt to legal or business needs.

17. Miscellaneous

17.1. Entire Agreement: These Terms, our Privacy Policy, Cookie Policy, and any separate agreements constitute the full agreement between us, superseding prior communications.

17.2. Severability: If any provision is invalid, the rest remain enforceable.

17.3. No Waiver: Our failure to enforce a right doesn’t waive it.

17.4. Assignment: You may not assign these Terms without our consent; we may assign them in a business transfer.

17.5. Force Majeure: Neither party is liable for delays due to events beyond control (e.g., natural disasters, grid failures).

17.6. Protection: Ensures clarity and fairness for both sides.

18. Contact Us

For questions, disputes, or notices, contact:

Loopback Systems, Inc.
456 Innovation Blvd, Tech City, CA 90001, USA

Email: support@loopbacksystems.com
Phone: +1 (555) 123-4567

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