Services Agreement

Agreement between user and www.apruve.com

Welcome to www.apruve.com. The www.apruve.com website (the “Site”) is comprised of various web pages operated by Apruve, Inc. (“Apruve”). www.apruve.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of www.apruve.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

www.apruve.com is an Online Payment Platform for Businesses

Apruve facilitates the purchase of goods from an online merchant. The technology enables users to purchase goods or services online using a proprietary payment method that involves giving users safe access to funds (a credit card or bank account) that are owned by a designated third party that has pre-authorized such a purchase to occur on their behalf.

Privacy

Apruve is committed to protecting your privacy when visiting its website. That is why we have adopted this Privacy Policy. This Privacy Policy is intended to describe how your personal information is processed and used, and we will make every effort to ensure that our activities keep within the spirit of this Privacy Policy. Please note that by visiting and using www.apruve.com you are accepting the practices described in this Privacy Policy. Every computer connected to the internet is provided with a domain name and an IP address. When a visitor requests a page from within the Apruve website, our web servers automatically identify and log the HTTP request that is made to our web server. This information reveals nothing personal about you. The Apruve website may utilize cookies as a means of providing personalization features to our visitors. You can choose whether to accept cookies by changing the settings of your browser. Typically, by accessing the browser’s help feature you can obtain information on how to prevent your browser from accepting all cookies or to notify you when a cookie is being sent. If you choose not to accept these cookies, your experience at our website and other websites may be diminished and some features may not work as intended. We may also request your email address or mailing address for the purposes of conducting a survey, adding you to our mailing list, or by your request to have someone contact you for additional information. Whenever we request the identity of a visitor, we will clearly indicate the purpose of the inquiry before the information is requested. We maintain a strict “no spam” policy that means we will not sell, rent, or otherwise give your email address to a third-party, without your consent. In addition, we will not send you email that you have not agreed to receive. If you are a member of our mailing list, you will be contacted with announcements, news, portfolio additions, and new products or services. You have the option of “unsubscribing” from our mailing list at any time by emailing “unsubscribe” to hello@apruve.com thereby disabling any further such email communication from being sent to you. We will disclose your personal information or any of its log file information when required by law or in the good-faith belief that such actions are necessary to: conform to the edicts of the law or comply with a legal process served on us; protect and defend the rights or property of Apruve, or visitors of Apruve; identify persons who may be violating the law, the legal notice, or the rights of third parties; co-operate with the investigations of purported unlawful activities. Apruve uses reasonable precautions to keep the information disclosed to us secure. Furthermore, we are not responsible for any breach of security or for any actions of any third parties that receive the information. Where Apruve also provides “links” to other web sites on the internet, we are not responsible for their Privacy Policies or how those web sites manage information about their users. We strongly urge you to check with those web sites to determine their privacy policy.

Electronic Communications

Visiting www.apruve.com or sending emails to Apruve constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Apruve is not responsible for third party access to your account that results from theft or misappropriation of your account. Apruve and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion. Apruve does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.apruve.com only with permission of a parent or guardian.

Links to third party sites/Third party services

www.apruve.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Apruve and Apruve is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Apruve is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Apruve of the site or any association with its operators. Certain services made available via www.apruve.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.apruve.com domain, you hereby acknowledge and consent that Apruve may share such information and data with any third party with whom Apruve has a contractual relationship to provide the requested product, service or functionality on behalf of www.apruve.com users and customers.

No unlawful or prohibited use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use www.apruve.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Apruve that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Apruve or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Apruve content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Apruve and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Apruve or our licensors except as expressly authorized by these Terms.

Third Party Accounts

You will be able to connect your Apruve account to third party accounts. By connecting your Apruve account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

International Users

The Service is controlled, operated and administered by Apruve from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Apruve Content accessed through www.apruve.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Apruve, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Apruve reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Apruve in asserting any available defenses.

Liability disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. APRUVE, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. APRUVE, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. APRUVE, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL APRUVE, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF APRUVE, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/access restriction

Apruve reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Minnesota and you hereby consent to the exclusive jurisdiction and venue of courts in Minnesota in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Apruve as a result of this agreement or use of the Site. Apruve’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Apruve’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Apruve with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Apruve with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Apruve with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

Apruve reserves the right, in its sole discretion, to change the Terms under which www.apruve.com is offered. The most current version of the Terms will supersede all previous versions. Apruve encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Apruve welcomes your questions or comments regarding the Terms: Apruve, Inc. 110 5th Street N Suite 420 Minneapolis, MN 55403 Email Address: hello@apruve.com Telephone number: 952.657.4743 Effective as of April 08, 2013