Services Agreement

Corporate Account Management Agreement

Welcome to apruve.com, a service of Apruve, Inc., a Delaware corporation (“Apruve”). Apruve helps you sell goods and services to your customers by using a proprietary payment method that gives them easy, safe access to a credit line that they can use to buy things from you. The following terms and conditions govern your commercial relationship with Apruve and you will be conclusively deemed to have accepted the same by clicking “I Agree” or words to like effect below. You are referred to as “you,” “your” or the “Merchant” in this Agreement.

1. Apruve Accounts. Apruve will integrate with your merchant website in a manner that will allow your business customers to apply for an account (an “Apruve Account”) that they can use to order and pay for goods and services from you and other online merchants. Apruve Accounts may not be established by individual consumers (other than sole proprietors of businesses). You agree to cooperate with Apruve to create the functionality needed to enable your business customers to apply for Apruve Accounts through your website. The Apruve Account application platform will be primarily branded with your marks but will also prominently contain the statement “powered by Apruve” or words to like effect. You agree that Apruve may install code on your website to collect the data needed by Apruve to establish Apruve Accounts. Apruve may accept or reject an application for an Apruve account in its sole discretion and may terminate a buyer’s Apruve Account at any time, for any reason or no reason.

2. Financing. Businesses that have an Apruve Account may become eligible to finance their purchases (typically Net 15 EOM and Net 30) on terms and conditions established by the bank (the “Bank”) designated by Apruve for such purpose from time to time. You agree to enter into a Merchant Program Agreement (the “Merchant Program Agreement”) with the Bank in support of the Apruve corporate account management program (the “Program”). You must use the Bank designated for such purposes by Apruve. You understand and acknowledge that Apruve has no role with respect to determining the terms of any credit extended by the Bank to your customers, apart from collecting credit application data and forwarding it to the Bank or its designee. Apruve is not an agent of or partner with Bank and will have no liability to you with respect to any errors or omissions by the Bank or any failure by the Bank to perform in accordance with the terms and conditions of the Merchant Program Agreement.

3. Processing of Invoices. Promptly after a customer has ordered goods or services from you using their Apruve Account, you must electronically transmit a copy of the related invoice to Apruve. Apruve shall have the right to designate the format for transmission of the invoices.

4. Payment of Invoices. The Bank shall pay the invoices generated by businesses that use their Apruve Accounts to purchase goods or services from you, all in accordance with the terms and conditions of the Merchant Program Agreement. Payment by the Bank of an invoice issued by you shall constitute the full and final settlement of the same. Apruve shall invoice the users of Apruve Accounts in accordance with the terms of their Apruve Accounts. The balances owing by users of Apruve Accounts may be paid by check or through ACH transfers.

5. Returns. In the event any person who purchased goods from you returns the same in accordance with your return policies, you agree to promptly provide electronic notice thereof to Apruve and the Bank in order that the corresponding invoice to be issued by Apruve can be appropriately adjusted to reflect such return. You and the Bank will account for any returns in accordance with the terms and conditions of the Merchant Program Agreement. In the event of any chargebacks or customer disputes, you agree to assist Apruve, the Bank and their respective third party vendors to investigate and resolve the same and you agree that Apruve and the Bank may share information about orders from you initiated through the use of Apruve Accounts with their respective third party vendors to the extent needed to resolve customer disputes.

6. Status of Customers. Customers who use their Apruve Accounts to purchase goods or services from you shall also be considered customers of Apruve and you and Apruve shall each be free to use the data they collect regarding their customers in accordance with their own applicable policies and procedures: provided, however, that Apruve will not disclose details regarding specific purchases from you made by users of Apruve Accounts.

7. Payment of Sales Taxes. You are solely responsible for determining and remitting any taxes (including sales taxes) arising from transactions initiated by users of Apruve Accounts and Apruve shall have no obligation to assist you with respect to the same.

8. Fees. Apruve will debit (via ACH) an account designated by you for its monthly fees on the first business day of each month. You agree to maintain sufficient funds in your designated account to pay the invoices anticipated to be received from Apruve and you hereby consent to the auto-payment of Apruve’s fees from said account. Apruve retains the right to wholly or partially suspend the Program if its fees are not paid timely.

9. Limitation of Liability. THE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT FOR ANY BREACH OF THIS AGREEMENT (OTHER THAN A FAILURE BY YOU TO PAY FEES PURSUANT TO SECTION 8, WHICH LIABILITY SHALL NOT BE CAPPED), SHALL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (A) ONE HUNDRED THOUSAND DOLLARS ($10,000) OR (B) AN AMOUNT EQUAL TO THE TRANSACTION FEES PAID OR PAYABLE BY YOU TO APRUVE UNDER THIS AGREEMENT IN RESPECT OF THE TWELVE FULL CALENDAR MONTHS PRECEDING SUCH BREACH. EACH PARTY AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE PARTIES' AGREEMENT TO THESE LIMITATIONS OF LIABILITY IN THE MANNER, AND TO THE EXTENT, PROVIDED UNDER THIS AGREEMENT.

THE PROVISIONS OF THIS SECTION 9 SHALL NOT APPLY TO A PARTIES’ INDEMNIFICATION OBLIGATIONS IN RESPECT OF THIRD PARTY CLAIMS (as hereinafter defined).

10. No Consequential Damages. IN NO EVENT WILL THE PARTIES, OR THEIR AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

11. Representations of the Merchant.

(a) You represent and warrant to Apruve that: (i) you are a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction under which you were organized and you have all power necessary to execute, deliver and perform your obligations under this Agreement; and (ii) the execution, delivery and performance of this Agreement by you (A) has been approved by any necessary corporate action and constitutes the valid and binding obligation of you, enforceable in accordance with its terms; and (B) does not contravene any provision of your organizational documents or violate or conflict with any law to which you are subject and will not result in any breach of any of the provisions of or constitute a default under any other material agreement to which you are subject or by which you are bound.

(b) You represent and warrant that each invoice generated by you in respect of a user of an Apruve Account will reflect an actual bona fide commercial transaction between you and such user.

12. Representations of Apruve. Apruve represents and warrants to you that: (i) it is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all power necessary to execute, deliver and perform its obligations under this Agreement; and (ii) the execution, delivery and performance of this Agreement by Apruve (A) has been approved by any necessary corporate action and constitutes the valid and binding obligation of Apruve enforceable in accordance with its terms; and (B) does not contravene any provision of Apruve's organizational documents or violate or conflict with any law to which Apruve is subject and will not result in any breach of any of the provisions of or constitute a default under any other material agreement to which Apruve is subject or by which it is bound.

13. Ownership of Intellectual Property.

(a) You acknowledge and agree that Apruve owns all right, title and interest in and to the software and other systems that it or its vendors have developed in connection with the Program and all of the goodwill associated therewith (the "Intellectual Property"), subject to the license granted in this Section 13. You understand and agree that you will not acquire nor claim any right, title or interest in or to the Intellectual Property as a result of the rights granted herein or the use of the Intellectual Property in accordance with the terms of this Agreement. You agree that you will not file any copyright, patent, trademark or other application anywhere in the world to register, in whole or in part, any of the Intellectual Property. Any and all benefits arising from your use of the Intellectual Property shall inure exclusively to the benefit of Apruve, other than the revenues arising from transactions between you and the holders of Apruve Accounts. You agree that you will not, during the Term (as hereinafter defined) or thereafter, attack or dispute Apruve's ownership or the validity of the Intellectual Property or the validity of this Section 13 and you agree to utilize the Intellectual Property solely with in accordance with this Agreement. You agree that you will not, and will not permit your affiliates, employees, agents or contractors to, create any derivative work based on the Intellectual Property or seek to decompile, decode or reverse engineer any software owned by Apruve and used in connection with the Program.

(b) Subject to the terms of this Agreement, Apruve hereby grants you, and you accept, a non-exclusive, non-transferable, revocable, limited license, without right of sublicense, to use the Intellectual Property for the sole and limited purpose of participating in the Program as envisioned by this Agreement.

14. Indemnification.

(a) Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and such other party's affiliates, and each of its officers, directors, employees and agents (collectively, the "Indemnified Parties"), from and against all liabilities, obligations, losses, damages, deficiencies, penalties, taxes, levies, fines, judgments, settlements, expenses (including attorneys' and accountants' fees and disbursements) and costs arising from a claim, demand, proceeding, suit or action by a third party (collectively, “Third Party Claims), incurred by or asserted against any of the Indemnified Parties to the extent such Third Party Claims relate to, arise out of or result from (i) the Indemnifying Party's failure to perform or improper performance under this Agreement; (ii) any actual or alleged infringement or misappropriation of any intellectual property provided pursuant to this Agreement; (iii) the Indemnifying Party's failure to comply with any applicable laws in connection with this Agreement; or (iv) any claim of exposure of customer data or other privacy breach where the cause of action is based upon the Indemnifying Party's acts or omissions or those of its vendors.

(b) Promptly after an Indemnified Party obtains knowledge of the existence or commencement of a Third Party Claim, the Indemnified Party will notify the Indemnifying Party of such Third Party Claim in writing; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent that the rights of the Indemnifying Party are actually prejudiced thereby. The Indemnifying Party shall have the right to manage the defense or other response to the Claim and the Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense and settlement thereof. The Indemnifying Party may settle any Third Party Claim without the Indemnified Party's consent unless such settlement (i) does not include a release of all covered claims pending against the Indemnified Party; (ii) contains an admission of liability or wrongdoing by the Indemnified Party; or (iii) imposes any obligations upon the Indemnified Party other than an obligation to stop using any infringing items. If the Indemnifying Party fails to undertake the timely defense of a Third Party Claim for which it is responsible, the Indemnified Party may undertake the defense of the same, all at the expense of the Indemnifying Party.

15. Disclaimer of Warranties. Expect as expressly provided herein, to the fullest extent permitted by applicable law, Apruve makes no warranty of any kind, express, implied or statutory regarding the features and functionality of the Intellectual Property or the Program and the Program is provided on an “AS-IS” and “AS AVAILABLE” basis. To the maximum extent permitted by applicable law and without limitation of the foregoing, Apruve expressly disclaims the implied warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that Apruve has not represented nor warranted that its software and systems will operate uninterrupted, error free or without delay.

16. Confidentiality.

(a) You and Apruve (each, as the case may be, the "Receiving Party") shall each use reasonable efforts to assure that nonpublic information about the other party and their respective operations, affairs and financial condition (“Confidential Information”) is not generally disclosed to the public or the trade and other creditors of the disclosing party. Confidential Information which is furnished to a Receiving Party pursuant to the provisions hereof may be used only for the purposes sought to be achieved by this Agreement and shall not be divulged to any person other than (i) to the Receiving Party and its affiliates, officers, directors, employees and agents, (ii) to the attorneys and accountants of the Receiving Party, (iii) for due diligence purposes in connection with significant transactions or dealings involving Receiving Party which are outside the ordinary course of Receiving Party's business, including investments, acquisitions or financings (such right of disclosure to extend to other potential parties to such dealings or transactions and their professional advisors so long as confidentiality agreements no less protective than these confidentiality provisions are in place), (iv) in connection with the enforcement of the rights of Receiving Party hereunder or otherwise in connection with applicable litigation and (v) as may otherwise be required by any court or law enforcement or regulatory authority having jurisdiction over Receiving Party or by any applicable law, rule, regulation or judicial process applicable to or binding on Receiving Party; provided, however, that, in the event Receiving Party determines that it is required to disclose any such information, whether pursuant to a judicial order or by applicable law, Receiving Party agrees, to the extent legally permissible, to provide the other party with ten (10) days' prior written notice (or such shorter prior notice as shall be reasonable and practicable in the circumstances) of such determination and the basis for such determination prior to making disclosure so that the other party may consider whether to seek an appropriate protective order or waive compliance with the requirements of this Section 16. Receiving Party shall not incur any liability to the other party by reason of any disclosure permitted by this Section 16.

(b) Confidential Information shall not include information that becomes publicly available through no fault of the Receiving Party and information that the disclosing party discloses to others without an obligation of confidentiality.

(c) Notwithstanding the foregoing, Apruve shall be entitled to list your company as a customer in its marketing materials and to disclose such information regarding you as may be required by any payment networks used in connection with the operation of the Program.

17. Miscellaneous.

(a) All amendments to this Agreement shall be in writing and signed by both of the parties hereto.

(b) Apruve and you will be deemed independent contractors and neither will be considered an agent, joint venturer or partner of the other. This Agreement has been entered into solely for the benefit of the parties hereto and is not intended to create an interest in any third party.

(c) If any provision of this Agreement is found to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby if the essential terms and conditions of the Agreement remain valid, legal and enforceable. No failure or delay by any party to exercise any right under this Agreement will operate as a waiver or estoppel of such right, nor shall any such forbearance be considered an amendment of this Agreement. All waivers requested by a party must be in writing and signed by the waiving party.

(d) The parties shall not be considered in default in the performance of their obligations under this Agreement to the extent such performance is delayed by force majeure affecting their ability to perform. Force majeure shall include, but not be limited to, hostilities or terrorist acts, acts of God, civil commotion or riots, strike, lockout, epidemic, accident, fire, flood, earthquake, windstorm, explosion, lack of or failure of telecommunication facilities or the Internet, regulation or ordinance, demand or requirement of any government or governmental agency, or any court, tribunal or arbitrator(s), having or claiming to have jurisdiction over the subject matter of this Agreement or over the parties hereto or any other cause, whether of the same or different nature, existing now or in the future which is beyond the reasonable control of either or both of the parties.

(e) This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Minnesota, excluding its rules regarding conflicts of law.

(f) Neither party shall have the right to assign this Agreement absent the prior consent of the other; provided, however, that Apruve shall have the right to assign this Agreement to any person or entity purchasing all or substantially all of its assets or otherwise involved in a strategic combination with it.

(g) Apruve reserves the right to update the software and other Intellectual Property used in connection with the Program and you agree to promptly install any such updates after receiving notice thereof.

(h) Each party (and their respective vendors) shall be responsible for establishing, hosting and maintaining its own website and Internet connections. Each party (and their respective vendors) shall employ commercially reasonable business practices to maintain and protect the security of their website and to safeguard the confidentiality of any customer information collected by them in connection with the Program. Upon the suspicion or discovery of a security breach, the party experiencing such suspected or actual breach will notify the other and describe the investigative and remedial steps taken or planned to be taken in connection therewith.

(i) Each party agrees not to disclose, and to take commercially reasonable efforts intended to protect Customer Information (including any nonpublic personal information (as defined in the Gramm-Leach Bliley Act of 1999, its implementing regulations and other similar laws and regulations)), to (i) any third party or (ii) any of its employees, officers, directors, partners of vendors who do not have a need to know the same in order that the party may perform its obligations under this Agreement. Each party will maintain and disclose on their website privacy policies outlining its practices with respect to its acquisition, retention and use of personal identifying information.

(j) ACH transfers between the parties under this Agreement are currently provided through Stripe, Inc. and each party hereby agrees to abide by the Stripe Connected Account Agreement (including the Stripe ACH Processing Addendum) and the related Stripe Terms of Service, as the same may be modified from time to time, in connection therewith. Apruve may designate another payments processor for such purposes upon notice to you.

(k) All demands, notices and communications under this Agreement shall be in writing. Notices shall be deemed to have been given (i) three business days from the date of mailing by regular first class U.S. mail; (ii) one business day from the date of mailing using a commercial overnight mail carrier, such as Federal Express; and (iii) the business day on which notice is sent by e-mail, provided that notice shall not be deemed to have been given by email if the sender receives notice that the e-mail was not delivered. All notices shall be sent to the addresses set forth below or to such other addresses as a party may specify by written notice to the other.

If to Apruve:

Apruve, Inc.
Attn: Customer Service
110 5th Street N
Suite 420
Minneapolis, MN 55403
hello@apruve.com

If to you:

At the addresses shown on the books and records of Apruve

(l) This Agreement is to have and indefinite term (the “Term”). Either party may terminate this Agreement at any time upon thirty (30) days’ notice to the other.

(m) By agreeing to this Agreement, you also agree to Apruve’s terms and conditions applicable to users of its website https://www.apruve.com/.