PURCHASE PROGRAM ACCOUNTHOLDER AGREEMENT
THIS PURCHASE PROGRAM ACCOUNTHOLDER AGREEMENT (this “Accountholder Agreement”) by and between you, or on behalf of the “applicant” set forth in the application (the “Accountholder”), and Multi Service Technology Solutions, Inc. (trading as TreviPay) (“TreviPay”), a Florida Corporation with reference to the
WHEREAS, TreviPay is engaged in the business of providing a purchase financing program (the “Purchase
Program”) for products offered for sale by merchants (each, a “Merchant”) utilizing a credit network provided by Apruve, Inc., a Delaware corporation (together with its subsidiaries and affiliates, “Apruve”); and
WHEREAS, Accountholder requests TreviPay to accept and onboard Accountholder by reviewing its application
and, upon approval, assigning a Purchase Program account number and provide financing to participate in the
NOW THEREFORE, in consideration of the mutual covenants provided herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to be legally bound as follows:
- Issuance of Credit
Upon review and approval by MSTS of your application, MSTS shall issue you with a Purchase Program account (the “Account”) identified by an Account specific identification number, and extend such credit as is determined by MSTS in connection with such application.
- Credit Evaluation/Security Deposit
- Program Usage
Participation in the Purchase Program by the Accountholder is subject to TreviPay’s approval of
Accountholder’s application and Accountholder’s acceptance of all terms and conditions contained herein, or as amended from time to time by TreviPay in its sole discretion, and Accountholder’s utilization of the credit line provided hereunder shall be considered acceptance for the purposes hereof.
- Acting reasonably, we can change or vary any term of this Agreement dealing with:
- the pricing of your loan (including credit fees and interest rates, but subject to any specific agreement such as a fixed rate period);
- the day you make repayments or we debit interest to your loan account;
- a change in law or market practice;
- a change in technology or other ways of communication;
- a change in payment methods; or
- any other reasonable change.
- If you are not satisfied with any change or variation to this Agreement, the Accountholder may close its
Account through the Program Website or by notifying Apruve at the following telephone number: 1-844-427-7883, any time before the changes come into effect, provided that Accountholder will remain liable for any outstanding and pending amounts payable under the Account, and any outstanding and pending amounts payable under the Account are paid in full.
- You will be notified in accordance with applicable laws on or before the day the change takes effect by
electronic means through the Program Website, or any other method of communication as determined by TreviPay. You may not be notified of changes which reduce your obligations.
- Usage of the Account by the Accountholder includes the retention or use of the Account by (i) the
Accountholder or (ii) any person or entity under Accountholder’s direction or control; or (iii) any User. As a condition of participating in the Purchase Program, Accountholder consents to receive information from both TreviPay and Apruve electronically through the Apruve portal (“Program Website”), and provided to Accountholder as part of Accountholder’s onboarding into the Purchase Program, or any other method of communication as determined by TreviPay. Account history, statements, and related communications may only be available on the Program Website for a limited time. Accountholder should print or otherwise save copies of any history, statements, or communications for its own records The Accountholder may only use the Purchase Program for business and commercial purposes and not for household, personal, family.
- Participation in the Purchase Program by the Accountholder is subject to TreviPay’s approval of
- Ownership of Accounts
- All accounts issued in connection with the Purchase Program are non-transferable. Accountholder will be responsible for all charges incurred through the use of the Account issued hereunder. The Accountholder is liable for any unauthorized uses of the Account, and the Accountholder agrees to be responsible for any unauthorized use. If an Account number is lost or stolen, it is the Accountholder’s sole responsibility to call Apruve immediately at 1-844-427-7883 to prevent unauthorized usage and any unauthorized usage prior to such notification shall remain the Accountholder’s responsibility, except where such loss arises from fraud, negligence or wilful misconduct by TreviPay, its employees or its agent. Accountholder must follow-up telephone notification with written notification sent directly to Apruve, at the notice address listed below, via email at firstname.lastname@example.org, or through the Program Website. Upon receipt of such notice, Apruve will suspend and/or close the Account and will take commercially reasonable steps to prevent the usage of the Account Number. If the Account Number is honored prior to the receipt of such notice, Accountholder will be responsible for all charges incurred through the use of the Account.
- Accountholder shall be responsible for all unauthorized usage prior to notification in accordance with this Section 4 except for unauthorized usage related to Account numbers that have been compromised, stolen, or otherwise misappropriated due to gross negligence on the part of Apruve and/or TreviPay.
- The Accountholder is responsible for protection of password(s) and access to the Program Website and agrees it is liable for any unauthorized uses of the Program Website and the Account as set forth in this Section.
- Access to the Program Website must be restricted to officers or other authorized representative(s) of
Accountholder. In the event a password is lost or compromised, or Accountholder believes there may have been any unauthorized access to its Account, it must immediately notify Apruve. All requests for changes to the Account or other communications regarding the Account must be submitted electronically through the Program Website, or in a written notice, or in an email from an officer and/or another authorized representative of the Accountholder as set forth in Section 4.a., or as otherwise agreed to by Apruve and TreviPay.
- Representations and Warranties
Accountholder represents and warrants the truth, completeness, and accuracy of the following in connection with this Agreement:
- The financial information and all other information provided to TreviPay, Apruve or any merchant as part of the Purchase Program;
- This Agreement is valid, binding, and enforceable;
- The execution of this Agreement and the performance of its obligations hereunder are within the
Accountholder’s (or its designee’s) power, have been authorized by all necessary corporate actions and does not constitute a breach of any agreement of Accountholder with any other party;
- Accountholder has and continues to comply with all applicable state and federal statutes, ordinances, rules, regulations, and requirements of governmental authorities as they relate to the use of the Account;
- The execution of this Agreement and the performance of its obligations hereunder shall not cause a breach by Accountholder of any duty arising in law or equity;
- Accountholder possesses the financial capacity to perform all of its obligations hereunder; and
- The extension of credit by TreviPay to Accountholder shall be used solely to carry on a business or commercial enterprise and shall not be used for individual, personal, family, or household use.
- Limitations of Warranties
TreviPay is not a seller of the merchandise or services of any merchants participating under the Purchase
Program, or purchased from any other third party under the Purchase Program and TreviPay does not warrant or make any representations regarding any merchandise or services from any source obtained by Accountholder under the Purchase Program, nor does TreviPay make any representations or warranties with respect to any Apruve or Merchant E-Commerce Site or the Program Website, the functionality or security of any Apruve or Merchant E-Commerce Site or the Program Website, or in any other respect regarding any Apruve or Merchant E-Commerce Site or the Program Website. TreviPay neither sells nor warrants in any respect any of the goods or services obtained from any Merchants participating under the Purchase Program, or from Apruve and any affiliates of Apruve through whom Accountholder can use its Account to purchase goods. TreviPay’s sole function in connection with the Purchase Program is to furnish credit services and accommodations to the Accountholder. TreviPay HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY SUCH GOODS OR SERVICES PURCHASED UNDER THE PURCHASE PROGRAM OR THROUGH ANY APRUVE OR MERCHANT E-COMMERCE SITE OR THE
PROGRAM WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT AND ACCOUNTHOLDER HEREBY WAIVES ANY RIGHT TO BRING ANY
CLAIM AGAINST TreviPay IN CONNECTION WITH ANY OF THE FOREGOING.
- Indemnification and Limitation of Liability
Subject to any warranties implied by law that cannot be excluded and provided that that there is no gross
negligence or wrongful misconduct, Accountholder shall indemnify and hold TreviPay harmless against all
losses, damages, costs, expenses (including attorneys’ fees), and liability which may result from: (i) the proper performance of TreviPay’s obligations hereunder; (ii) any negligent or wrongful act or omission of
Accountholder, its directors, officers, agents, employees, and subcontractors; or (iii) any breach by
Accountholder of the representations and warranties made hereunder. IN NO EVENT SHALL TreviPay OR
ANY OF ITS AFFILIATES OR SUBSIDIARIES BE LIABLE TO ACCOUNTHOLDER OR ANY
THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES
OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH,
INTELLECTUAL PROPERTY INFRINGEMENT OR BREACH OF CONFIDENTIALITY
OBLIGATIONS BY APRUVE OR ANY MERCHANT, OR ANY SUBSIDIARY OR AFFILIATE OF
APRUVE OR ANY MERCHANT, IN CONNECTION WITH THE PURCHASE PROGRAM OR
THROUGH ANY APRUVE OR MERCHANT E-COMMERCE SITE OR THE PROGRAM WEBSITE,
OR FOR APRUVE’S OR A MERCHANT’S, OR ANY OF THEIR SUBSIDIARY’S OR AFFILIATE’S FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION, OR
TO PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION FROM TIME TO TIME TO
TreviPay, INCLUDING ANY UPDATES WITH RESPECT TO SECTION 4, AS WELL AS ANY
BREACH BY APRUVE OR A MERCHANT, OR ANY SUBSIDIARY OR AFFILIATE OF APRUVE,
OR A MERCHANT, OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER, OR APRUVE’S OR
MERCHANT’S OR ANY OTHER THIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR
CHARGE TAX OR VAT FOR ANY TRANSACTIONS MADE THROUGH THE PURCHASE
PROGRAM. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL TreviPay HAVE ANY
LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY APRUVE OR
MERCHANT OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES OF ANY CONTRACT TERMS
WITH ACCOUNTHOLDER ON ANY APRUVE OR MERCHANT E-COMMERCE SITE, PROGRAM
WEBSITE, OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A
SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR
OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND
WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY
ELECTRONIC COMMUNICATION BETWEEN TreviPay, APRUVE, AND ANY MERCHANT, OR
ANY SUBSIDIARY OR AFFILIATE OF TreviPay, APRUVE, AND ANY MERCHANT, IN
CONNECTION WITH THE PURCHASE PROGRAM. ACCOUNTHOLDER ACKNOWLEDGES
AND AGREES THAT TREVIPAY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE
LIMITED TO THE LESSER OF THE AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE
PRECEDING 12 MONTHS PERIOD FROM THE DATE OF SUCH CLAIM, OR AUD 10,000.
- Credit Limit/Credit Line
A credit line will be assigned to each Accountholder, subject to TreviPay’s determination of the
creditworthiness of such Accountholder’s application pursuant to Section 1. The calculation of such credit line shall include the outstanding amounts of all purchases Accountholder has made under the Purchase Program, whether billed or unbilled. If Accountholder finds its credit line to be inadequate, then Accountholder may notify Apruve by calling 1-844-427-7883, by email at email@example.com or through the Purchase Program’s website presently located at www.apruve.com and requesting a modification to its credit line. Accountholder may be required to provide any additional evidence as may be necessary to support Accountholder’s creditworthiness in TreviPay’s sole discretion. TreviPay will review and modify credit limits in accordance with TreviPay’s credit line policies. TreviPay, acting reasonably, reserves the right to lower, suspend or terminate the credit line assigned to an Accountholder at any time and for any reason in its sole discretion.
- Payment/Late Fees
- Accountholder shall make payments to TreviPay or TreviPay’s designee as frequently as may be necessary to keep the outstanding Account balance within the line of credit and in compliance with the payment terms set forth herein. If Accountholder or its bank for any reason should fail to timely pay any amount due TreviPay, Accountholder understands and agrees that TreviPay may immediately suspend all Accounts held by Accountholder and draw against any letter of credit or other security pledged by Accountholder for the benefit of TreviPay. If Accountholder’s bank should fail to honor payment to TreviPay or any outstanding amounts due in connection with Accountholder’s Account becomes delinquent, then TreviPay may require immediate and full payment of all outstanding amounts. In the event that a payment made to TreviPay or TreviPay’s designee is returned by the Accountholder’s bank, then TreviPay reserves the right to charge a returned payment fee to the Accountholder’s Account in the amount of fifty dollars ($50.00) per instance or the maximum amount permitted by law, if less. Accountholder may pay its billing statement by direct debit to its bank account via automated clearing house (ACH), or through Electronic Funds Transfer (EFT), or such other means as approved by TreviPay and Apruve from time to time (to the extent payment is made by check, Accountholder shall send the payment to the address on the billing statement). Accountholder shall notify TreviPay of its election to pay any amounts due and payable hereunder through ACH, EFT or check via the Program Website or as otherwise instructed to TreviPay.
- Account statements will be issued by Apruve on either a monthly basis issued on the first day of the month for the previous month’s processed transactions (net 15) or on a daily basis (net 30 or net 60) depending on the Account’s billing settings in the Program Website. Statements that have a remaining balance after the due date are considered delinquent. Delinquent accounts may be assessed late fees at a monthly rate of the lesser of one and a half percent (1.5%) of the transaction value per month on all outstanding transactions or the maximum percentage interest rate assessable pursuant to applicable law. Late fees are assessed on each subsequent statement in which such late fees have accrued. Such late fees are only assessed on outstanding amounts and are not based on the entire amount billed in a billing period. Late fees may be waived or modified by TreviPay’s in its sole discretion with written notice to the Accountholder. The Accountholder is liable for all late fees assessed to the Account and must pay the fees to maintain the Account below the credit limit and in good standing. TreviPay applies payments first to any accrued interest and then to billing statements on a first-in, first out basis.
- TreviPay may offset any amounts owed by TreviPay to Accountholder against any claims TreviPay has
against the Accountholder under any agreement. Accountholder is and shall be liable to TreviPay for all costs and expenses incurred by TreviPay in collection and enforcing its rights hereunder, including but not limited to, late fees, interest, and reasonable attorneys’ fees, if any, incurred by TreviPay to collect all amounts due on Accountholder’s Account.
- The payment terms stated in this Agreement, and/or any subsequent amendments, apply to all undisputed invoices and supersede the payment terms of any Purchase Order (P.O.), third party contract, or any other documentation the Accountholder may have signed.
- Accountholder shall make payments to TreviPay or TreviPay’s designee as frequently as may be necessary to ensure that the outstanding Account balance remains within the Credit Limit and that Accountholder remains in compliance with the payment terms set forth herein and in the invoice. If Accountholder for any reason should fail to pay any amount due to TreviPay on the due date under an invoice (and hereunder), Accountholder understands and agrees that TreviPay may immediately take any of the following actions:
- Demand and require immediate payment of any money due under this Agreement.
- Call up and require payment of the entire balance owing under this Agreement.
- Exercise any right, power or privilege conferred by law, equity, this Agreement or any security
(including any letter of credit or other security pledged by Accountholder for the benefit of TreviPay.
- TreviPay will not:
- require Accountholder to repay the amount Accountholder owes it;
- take enforcement action against Accountholder; or
- enforce any security held to secure repayment under this Agreement, unless TreviPay has given you at least 30 days written notice of the overdue amount;
- Accountholder has not rectified the overdue payment during that period; and
- In the event that a payment made to TreviPay or TreviPay’s designee is returned by the
Accountholder’s bank, then TreviPay reserves the right to charge a returned payment fee to the
Accountholder’s Account in the amount of AUD fifty (AUD 50.00) per instance or the maximum
amount permitted by law, if less. Accountholder may pay its billing statement by direct debit to its bank account via automated clearing house (“ACH”) (to the extent available), or by way of an
Electronic Funds Transfer (“EFT”), or such other means as approved by TreviPay from time to time (to the extent payment is made by check, Accountholder shall send the payment to the address on the billing statement). Accountholder shall notify TreviPay of its election to pay any amounts due and payable hereunder through ACH or reoccurring or one-time EFT via the Program Website, or as otherwise instructed to or agreed to by TreviPay. Accountholder shall be responsible for any and all banking fees incurred with respect to any remittance, including, but not limited to wire transfer fees and currency conversion fees (the “Bank Fees”), if any
Accountholders have thirty (30) days from the original invoice date to dispute charges. All disputes must be
submitted to Apruve by the Accountholder within such thirty (30) day period. If an Account transaction is not disputed within thirty (30) days from the original invoice date in accordance with the terms hereof, then the Accountholder is liable for all charges related to the transaction. For the avoidance of doubt, in the event the Accountholder notifies the merchant first of a dispute within the thirty (30) day period, the dispute process will not be considered initiated until Apruve is notified. To formally initiate the dispute process, Accountholder can notify Apruve via the following:
A CLAIM OF A DISPUTE ARISING FROM ANY ISSUE OTHER THAN A BILLING ERROR (FOR
EXAMPLE, BUT NOT AS A LIMITATION, DISPUTES ARISING FROM WARRANTY CLAIMS,
REPRESENTATIONS, PRODUCT QUALITY, OR INCORRECT PRODUCT RECEIVED AND
ACCEPTED BY ACCOUNTHOLDER), REGARDLESS OF HOW SUCH DISPUTE IS ULTIMATELY
RESOLVED BY APRUVE OR MERCHANT, SHALL UNDER NO CIRCUMSTANCES BE
CONSIDERED A DEFENSE TO PAYMENT OF THE UNDERLYING OBLIGATION TO TreviPay
AND ALL OBLIGATIONS SHALL BE DUE BY THE INVOICE DUE DATE UNLESS OTHERWISE
AGREED TO BY TreviPay. ACCOUNTHOLDER HEREBY WAIVES ANY AND ALL SUCH
DEFENSES TO PAYMENT THAT ARISE AS A RESULT OF A CLAIM OF BREACH OF A
REPRESENTATION OR WARRANTY BY APRUVE, MERCHANT, TreviPay, OR OTHERWISE
THAT IT MAY BE ENTITLED TO UNDER APPLICABLE LAW OR BY CONTRACT.
- Choice of Law; Jurisdiction; Venue/Waiver of Immunity/Trial by Jury
- This Agreement, and any continuing guaranty, as may be required, is governed by the laws of New South Wales, Australia. The Parties each submit to the exclusive jurisdiction of the courts of that place and the courts of appeal from them. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by mediation in accordance with the Australian Disputes Centre (“ADC”) Arbitration Rules. The seat of mediation shall be Melbourne, Australia. The language of the arbitration shall be English. The Parties agree that any party may seek a separate order from a court of competent jurisdiction enforcing the arbitrator(s)’s order protecting the disclosure of pleadings, motions, discovery responses, depositions, testimony, and documents exchanged or filed in the arbitration, provided, however, that such motion and responses thereto shall be filed under seal. Notwithstanding the foregoing, TreviPay may, at its option, choose to pursue legal action against the Accountholder in (1) the courts of Australia; or (2) The courts of any jurisdiction where the Accountholder does business or any other courts with jurisdiction. To the extent allowed by law, TreviPay may take concurrent proceedings in any number of jurisdictions. ALL ACTIONS, CLAIMS, DISPUTES AND PROCEEDINGS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE ADJUDICATED ON AN INDIVIDUAL BASIS, AND ACCOUNTHOLDER WILL NOT UNDER ANY CIRCUMSTANCES CONSOLIDATE OR SEEK CLASS TREATMENT FOR ANY SUCH ACTION, CLAIM, DISPUTE OR PROCEEDING UNLESS PREVIOUSLY AGREED TO IN WRITING BY TreviPay.
- Accountholder agrees that in the event of default, TreviPay may institute suit against the Accountholder as set forth in Section 11(a) and that service of process by certified mail, return receipt requested, postage prepaid, and addressed to the Accountholder shall be sufficient to confer jurisdiction of said courts, regardless of where the Accountholder is geographically located or does business.
- To the fullest extent permitted by applicable law, Accountholder expressly and irrevocably waives, and
agrees not to assert, a defense of immunity on the grounds of sovereign immunity or other similar grounds in any action or proceeding which may be commenced or asserted by TreviPay against Accountholder or Accountholder’s revenues and/or assets, whether in whole or in part or otherwise, which status would otherwise entitle Accountholder to assert such a defense in any claim against it from: (a) suit; (b) jurisdiction of any court; (c) relief by way of injunction, order for specific performance or for recovery of property; (d) attachment of Accountholder’s revenues and/or assets (whether before or after judgement); and (e) execution or enforcement of any judgement to which Accountholder or Accountholder’s revenues and/or assets might otherwise be subject in any proceedings in the courts of any jurisdiction. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF THESE TERMS AND CONDITIONS. No action shall be brought against TreviPay by Accountholder arising out of any transactions charged to any Account in accordance with this Agreement more than one (1) year from the date therefrom or, if less, such period of time set forth by the laws of Australia.
- Term and Termination
This Agreement will continue in effect until terminated by either party immediately upon written notice to the other at the mailing address or email address, in the case of TreviPay, as set forth herein, or in the case of Accountholder, at the mailing address or email address set forth in the Accountholder application or maintained in the Program Website. This Agreement may be terminated by either party at any time by giving written notice to the other party; provided, however, that such termination shall not relieve Accountholder of any outstanding or pending amounts owed to TreviPay in connection with such Accountholder’s Account. Upon termination, all Accounts shall be immediately terminated and deactivated, and the Accountholder must immediately destroy all Account identification numbers in the possession or under the control of the Accountholder. Accountholder shall have the responsibility to pay all amounts outstanding, which shall become immediately due and payable. All terms and provisions by their nature that should survive the termination of this Agreement shall so survive and continue in full force and effect after the termination or expiration of this Agreement, including, without limitation, Sections 6, 7, 10, 11, and 12.
TreviPay may assign, novate, or otherwise transfer this Agreement and any and all rights and obligations
hereunder without prior notice to Accountholder. Accountholder may not assign or transfer this Agreement or any rights or obligations hereunder, by merger, or law, or otherwise, without the prior written consent of
- Waiver and Amendment
Failure by TreviPay to enforce any of its rights hereunder shall not constitute a waiver of such rights or any
other rights hereunder. No waiver of any of the provisions of this Agreement shall be effective unless it is in
writing, and signed by TreviPay. Any such written waiver shall only be applicable to the specific instance to
which it relates and shall not be deemed to be a continuing or future waiver.
- Electronic Communication
This Agreement authorizes TreviPay and Apruve to transmit information via email to the undersigned
Accountholder at the email address(es) provided for communication in the Accountholder application or
maintained at the Program Website. Accountholder acknowledges that the email communication may contain confidential information intended solely for the use of the Accountholder and its authorized agents and representatives. In consideration of TreviPay’s and Apruve’s willingness to provide the reporting to
Accountholder via email, Accountholder agrees that it will not hold TreviPay or Apruve responsible for any
email communication intercepted or received by anyone other than the intended recipients. Accountholder
hereby releases TreviPay and Apruve and their affiliates, and each of their agents, employees, and
representatives, from any and all liabilities, claims, losses, damages, injuries, and expenses of any kind in any way connected with or arising out of the interception or receipt of the email communications by any unintended recipients. Accountholder hereby further agrees to indemnify, defend, and hold harmless TreviPay and Apruve and their affiliates, and each of their agents, employees and representatives, from and against any and all liabilities, claims, losses, damages, injuries, or expenses sought by a third party and in any way connected with or arising out of the interception or receipt of the email communications by any unintended recipients. Accountholder’s obligations, as set forth in Section 15, shall not apply to the extent such liabilities, claims, losses, damages, and injuries are caused by the gross negligence or willful misconduct of TreviPay, Apruve or their employees, or agents.
All written correspondence, with the exception of payments, pertaining to Accountholder’s Account shall be
sent to Apruve. For correspondence regarding payments, Accountholder shall notify TreviPay using the
following address via certified or registered mail, overnight courier:
Multi Service Technology Solutions, Inc. (trading as TreviPay)
8650 College Boulevard
Overland Park, KS 66210
ATTN: Apruve Purchase Program
- Accountholder Data and Personal Information
Act 2006), provided the third party does not sell the Personal Information. For purposes of this Section 17, the term “Personal Information” means any information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information, that is linked or linkable to a specific individual, and that is subject to, or otherwise afforded protection under, an applicable data protection law.
The Apruve marks are and will continue to be trademarks owned by Apruve, Inc. The TreviPay marks are and
will continue to be trademarks owned by Multi Service Technology Solutions, Inc.
- Effective Date
This Agreement shall be effective on the date on which Accountholder executes this Agreement.
The parties acknowledge having requested that this Agreement be drafted in the English language.
Accountholder will make all payments under this Agreement in US Dollars, unless a different currency is
consented to and offered by TreviPay. If Accountholder makes a payment in a currency other than US Dollars (whether voluntary or pursuant to an order or judgement of jurisdiction) such payment will constitute a discharge of the obligations of Accountholder under this Agreement only to the extent of the amount of US Dollars which TreviPay is able to purchase with the amount it receives on the date of receipt. If the amount of US Dollars which TreviPay is able to purchase is less than the amount originally due to it, Accountholder will indemnify TreviPay from any loss arising as a result of such deficiency.
- Third Party Beneficiary/ Agency
Nothing contained in this Agreement will or is intended to create or will be construed to create any right in or any duty or obligation to any third party, nor does this Agreement create any third-party beneficiary rights in the Accountholder with respect to any other agreement that may exist between Apruve and TreviPay or TreviPay and a Merchant. Accountholder acknowledges and agrees that with respect to Apruve or a Merchant, TreviPay is an independent contractor in the performance of all its services under the terms of this Agreement, and nothing in this Agreement will be construed to create any relationship of employer and employee between TreviPay or TreviPay directors, officers, employees, agents, and servants, and Accountholder, Apruve or a Merchant. Nothing in this Agreement will be construed to create any joint venture, agency, or partnership relationship between TreviPay, Accountholder, Apruve and/or a Merchant.
If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force.
- Future Reference
Please retain this Agreement for future reference.
By clicking “Yes” below, Accountholder certifies that all information provided in connection with
Accountholder’s application and Account to be true and correct, and agrees to be bound by the terms and
conditions set forth above.