APRUVE PAYMENT SERVICES AGREEMENT

Transcription

1 APRUVE PAYMENT SERVICES AGREEMENT Version 8 - June 3, 2015 This Apruve Payment Service Agreement (the Agreement ) is by and between Apruve, Inc. ( Apruve ) and the party seeking to receive the Apruve Technology Services ( Merchant ). Capitalized terms used herein shall have the meanings assigned to such terms in Article XIII. Article I Contract Overview 1.1 Statement of Services. Pursuant to the terms of this Agreement, Merchant engages Apruve to provide the Apruve Technology Services. The Apruve Technology Services includes an integration with Merchant s website that will allow Merchant s Customers that have an Apruve Account to purchase goods and services from Merchant and pay for such goods and services through Apruve. 1.2 Incorporation of Third Party Agreements. To allow Apruve to provide the payment to Merchant for Transactions, in addition to this Agreement, Merchant by executing this Agreement is also agreeing to certain terms set forth by Apruve s then current third party service provider (a Processing Party ) for certain payment services (e.g. card acceptance, merchant settlement, and related services) in the delivery of the Apruve Technology Services (such terms with the Processing Party, the Seller Agreement ). The Seller Agreement contains the terms that Merchant agrees with the Processing Party and Apruve to adhere by in using the Apruve Technology Services. Merchant authorizes Apruve and Processing Party to share any information and payments instructions provided by Merchant with third party service providers to the minimum extent required to complete Merchant s Transactions. The Seller Agreement is incorporated herein by reference and Apruve is considered a third party beneficiary under such agreement and is entitled to enforce such agreements against Merchant. As of the date of this Agreement, payment processing services for Merchant on Apruve are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the Stripe Services Agreement ). By agreeing to these terms or continuing to operate as a seller on Apruve, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Apruve enabling payment processing services through Stripe, you agree to provide Apruve accurate and complete information about you and your business, and you authorize Apruve to share it and transaction information related to your use of the payment processing services provided by Stripe. 1.3 Necessity of Processing Party Contract. Merchant understands and agrees that Apruve s ability to deliver the Apruve Technology Services may be dependent upon Apruve having an agreement in place with a Processing Party. If at any time Apruve cannot provide the Apruve Technology Services because (i) Apruve, through no fault of its own, does not have the required enforceable contracts with a Processing Party or (ii) the

2 Processing Party cannot or will not perform under its contracts with Apruve, then Apruve shall not be obligated to provide the Apruve Technology Services and shall not be deemed in breach of this Agreement or otherwise have any liability to Merchant as a result of its inability to provide the Apruve Technology Services. However, Apruve shall provide Merchant notice as soon as it has a reasonable belief that an event or series of events has occurred that will likely result in Apruve not being able to perform under this Agreement due to a condition set forth in the immediately preceding sentence. 1.4 Acknowledgement of Apruve s Role. Merchant acknowledges and agrees that Apruve is responsible only for the transmission of data necessary to complete a Transaction and the delivery of funds with respect to such approved Transactions. Apruve is not a bank or a money services business and Apruve does not offer banking or money services business as defined by the United States Department of the Treasury. Article II Apruve Obligations 2.1 Apruve Plug-In and Support. Pursuant to the license set forth in Article IV, Apruve shall provide Merchant access to the Apruve Payment Application. To facilitate Merchant s use of the Apruve Payment Application, Apruve will provide commercially reasonable technical support to assist Merchant in integrating the Apruve Payment Application into Merchant s website. Apruve shall make available such resources, including Apruve personnel, that are reasonably required to: (i) install the Apruve Payment Application, (ii) train designated employee(s) of Merchant in the use of the Apruve Payment Application and (iii) otherwise support the Apruve Payment Application as provided under this Agreement. 2.2 Submission of Transactions. Promptly upon receipt of information from a Customer with an Apruve Account through the use of the Apruve Payment Application requesting approval of a Transaction with Merchant, Apruve will transmit such request to the appropriate Approving Party. Promptly after receipt of approval from the Approving Party, Apruve will seek payment authorization of such Transaction using the payment method selected by the Approving Party. 2.3 Notification of Approval of Denial. Promptly upon receipt of payment authorization using the payment method selected by the Approving Party, Apruve will provide Merchant with electronic notification that the Transaction has been paid. If a Transaction (i) is declined by the Approving Party or (ii) cannot be paid using the payment method selected by the Approving Party and no alternative payment method is selected by the Approving Party, the Transaction shall be deemed declined and Apruve will promptly provide Merchant electronic notice of the denial of such Transaction.

3 2.4 Settlement of Transactions. After the notification to Merchant that a Transaction is paid, Apruve shall transmit the Settlement Funds to Merchant, less any amounts due to Apruve pursuant to Article V herein within the number of days specified on Apruve s website as the Settlement Period (the Settlement Period ). 2.4 Phyiscal Check Processing. Should Merchant elect to utilize Apruve Paper Check Processing services, Apruve will manage a US Post Office Box for the purpose of receiving and processing paper checks on Merchant s behalf. Apruve will make commercially reasonable effort to scan such checks, process them via the ACH network, correlate them with the Apruve Transaction, and settle according to Section 2.4. Apruve accepts no liability for postal mail delivery failures, mail which has been lost or incorrectly addressed, or checks having incorrect, unreadable, or insufficient information. Commercially reasonable effort will be made to return unprocessed mail to the sender when possible. Article III Merchant Obligations 3.1 Maintenance of Website; Data Security. Merchant shall be solely responsible for establishing, hosting, and maintaining its website and Internet connections. Merchant shall employ commercially reasonable business practices to maintain and protect the security of Merchant s website, including securing and protecting the confidentiality of Customer information collected by Merchant in connection with a Transaction. Upon the suspicion or discovery of a security breach of Merchant s website or any Customer information, Merchant shall immediately notify Apruve and detail the investigative steps being undertaken and the remedial plan being implemented to limit the potential damages from such breach and to protect Merchant s website and Customer information from future security breaches. 3.2 Installation of Apruve Payment Application. Merchant recognizes and agrees that appropriate configuration of its internal computer systems may be necessary to employ the Apruve Technology Services and Merchant agrees, at its own cost, to take the reasonable steps necessary to so configure its internal computer system. Merchant is responsible for integrating the Apruve Payment Application into its website and other systems as necessary to allow Merchant to receive the Apruve Technology Services under this Agreement. 3.3 Compliance with Seller Agreement. Merchant agrees that through its execution of this Agreement, it is also bound to the Seller Agreement and any other agreements incorporated into the Seller Agreement, and agrees to adhere to the terms contained in the Seller Agreement. 3.4 Compliance with Law and Payment Network Rules. Merchant agrees to comply with all applicable laws related to Transactions. Specifically, Merchant

4 agrees to comply with all laws governing the security, privacy, collection, retention and use of Customer information. 3.5 Exclusion of Prohibited Transactions. Merchant agrees that it shall not submit as Transactions under this Agreement those types of transactions that the Processing Party prohibits as Transactions under the Seller Agreement. 3.6 Prohibition on Collecting Payment Information. When obtaining Customer information, Merchant shall not collect alternative payment information from a Customer that selects Apruve as a payment method. No credit card information shall be collected from a Customer that selects Apruve as a form of payment. 3.7 Access to Apruve Payment Application. Merchant is the sole party that shall have a right to access the Apruve Payment Application through the license granted in Article IV. Merchant agrees that it shall not provide any other party selling goods or service access to the Apruve Payment Application and Merchant agrees not to submit as Transactions a transaction from any third party selling goods or services. 3.8 Submission of Transactions. Merchant is responsible for timely submitting all Transactions to the Apruve Payment Application. Merchant is solely responsible for verifying the accuracy and completeness of all Customer information (other than payment information) with respect to a Transaction. 3.9 Pending State of Transactions. Until Merchant receives notification from Apruve that a particular Transaction has been paid or rejected, the transaction is not complete and any action taken on the part of Merchant to complete such Transaction pending receipt of such notification is taken at Merchant s own risk. If a Transaction is declined or not paid within the Merchant s required time frame, Merchant shall promptly notify Apruve and the Customer that the Transaction has been terminated Completion of Transaction. Promptly upon receipt of notification from Apruve that a Transaction has been paid, Merchant shall notify Customer of such approval and shall commence delivery of the goods or services that are the subject of the Transaction Payment of Sales Taxes. Merchant is solely responsible for determining, collecting, and remitting any taxes (including sales taxes) arising from Transactions and Apruve shall not no obligation to assist Merchant with respect to such activities.

5 3.12 Notification of Errors. If Merchant obtains information from a Customer that an error has occurred in Customer s attempt to access its Apruve Account or that the Apruve Payment Application is not functioning properly, Merchant shall provide prompt notice to Apruve of such event Maintenance of Return/Refund Policy. Merchant shall maintain a commercially reasonable refund and return policy and shall not discriminate in the application of such policy merely because a Customer has selected Apruve as the payment method Chargeback Liability and Support. Merchant agrees to assist Apruve, the Processing Party and their third party vendors in investigating and resolving any Chargeback claims submitted by a Customer. Specifically, Merchant agrees that Apruve may share information about the Transaction with the Processing Party and their third party vendors in an effort to resolve such Chargeback claims ACH and Check Return Liability and Support. Merchant agrees to assist Apruve, the Processing Party and their third party vendors in investigating and resolving any ACH or Check Returns. Specifically, Merchant agrees that Apruve may share information about the Transaction with the Processing Party and their third party vendors in an effort to resolve such claims. Article IV License 4.1 Provision of License. Subject to the terms of this Agreement, Apruve hereby grants to Merchant and Merchant accepts, a non-exclusive, non-transferable, revocable, limited license, without right of sublicense to use the Apruve Payment Application during the term of this Agreement for the sole and limited purpose of submitting Transactions to Apruve for processing. 4.2 Updates of Software. Apruve reserves the right to update the Apruve Payment Application and Merchant agrees that it will promptly install any updates to the Apruve Payment Application within a reasonable period of time after notification from Apruve regarding an update to such software. 4.3 Derivative Works. Merchant shall not, nor shall Merchant permit its affiliates, agents, contractors or any other party, to create any Derivative Work of, copy or reproduce all or any part of the Apruve Payment Application.

6 Article V Fees and Settlement 5.1 Transaction Fees. For each Transaction, Merchant shall owe Apruve the fees as set forth on Apruve s website as the Transaction Fee for the type of Transaction conducted. The Transaction Fees may be updated and modified by Apruve from time to time. 5.2 Chargebacks, Chargeback Fees and Refunds. Merchant acknowledges and agrees that some of the Transactions may involve Customers that use Credit Cards to make payments on their Apruve Accounts. In such cases, those Customer have Chargeback rights under Payment Network Rules. To the extent a Customer successfully submits a Chargeback with respect to a Transaction, Merchant will be obligated to immediately reimburse Apruve for the Chargeback amount and any fees levied by the Processing Party with respect to such Chargebacks from time to time, which at the date of this Agreement is $ Pending the resolution of a Chargeback claim, Apruve shall have the right to request Merchant deliver sufficient funds to cover any Chargebacks and Chargeback fees or to deduct from Apruve s settlements with Merchant the Chargeback amounts plus the then applicable chargeback fees. If Merchant elects to refund a Transaction to a Customer previously processed by Apruve, Merchant shall notify Apruve of such event and shall deliver to Apruve sufficient funds to cover any such refunds. 5.3 ACH or Check Returns and Fees. Merchant acknowledges and agrees that some of the Transactions may involve Customers that use Bank Accounts to make payments on their Apruve Accounts. Such transactions may be initiated electronically or by utilizing physical paper checks. In all such cases, those transactions are subject to the rules of the Automated Clearing House (ACH) network. To the extent a Bank successfully submits a Return with respect to a Transaction, Merchant will be obligated to immediately reimburse Apruve for the Return amount and any fees levied by the Processing Party with respect to such Returns from time to time. Apruve shall have the right to request Merchant deliver sufficient funds to cover any Returns and related fees or to deduct from Apruve s settlements with Merchant the Return amounts plus the then applicable fees. 5.4 Settlement of Transactions. When a Transaction has been paid, Apruve will pay the net settlement to Merchant within the then applicable Settlement Period. Apruve will deposit the settlement funds for each Transaction (net of amounts due to Apruve) into an account designed in writing by Merchant. Merchant acknowledges and agrees that the funds received by Apruve from the Payment Networks or otherwise pursuant to a Transaction represent only a future right to payment owed to Merchant under this Agreement, payment of which is subject to the terms and conditions of this Agreement and to Merchant s complete and irrevocable fulfillment of its obligations and duties under this Agreement and do not

7 constitute funds of Merchant. Merchant is not entitled to any interest of other compensation associated with the settlement funds held by Apruve prior to the date payment is due to Merchant under this Agreement. 5.5 Security Interest; Set Off. At any time that an amount is due to Apruve under this Agreement, the aggregate amount due may be deducted, recouped or set off from amounts subsequently payable to Merchant under this Agreement; provided, that, Apruve may, at its option require remittance in immediately available funds by Merchant in the amount due. Merchant will, upon demand by Apruve, pay interest on the amount due from Merchant under this Agreement for the period such amount remains unpaid calculated at a per annum rate equal to five percent (5%) per annum. Merchant acknowledges that this Agreement is a net payment agreement and that the right of Apruve to net out obligations due from Merchant under this Agreement from amounts payable to Merchant hereunder is a right of recoupment. Merchant further acknowledges that Apruve has entered into this Agreement in reliance upon such right. To the extent Merchant has or may at any time acquire any rights in funds held by Apruve prior to settlement of such fund with Merchant, Merchant grants to Apruve a lien on such funds to secure the payment and performance by Merchant of all its obligations under this Agreement. Merchant hereby acknowledges that notwithstanding the foregoing grant of a lien, funds held by Apruve prior to settlement with Merchant represent only a future right to payment owed to Merchant under this Agreement, payment of which is subject to the terms and conditions of this Agreement and to Merchant s complete and irrevocable fulfillment of its obligations and duties under this Agreement and do not constitute funds of Merchant. Article VI Intellectual Property 6.1 Ownership of Intellectual Property. Merchant acknowledges and agrees that Apruve owns all right, title and interest in and to the Apruve Payment Application, the Apruve Technology Services and the goodwill associated therewith (the Intellectual Property ), subject to the license granted in Article IV. Merchant shall not acquire nor claim any right, title or interest in or to the Intellectual Property of Apruve as a result of the rights granted herein or the use of the Intellectual Property in accordance with the terms of this Agreement. Merchant shall 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 Merchant s use of the Intellectual Property shall inure exclusively to the benefit of Apruve other than the revenues arising from Transactions. Merchant shall not, during the Term or thereafter, attack or dispute Apruve s ownership or the validity of the Intellectual Property or the validity of this Agreement and shall utilize the Intellectual Property solely with respect to this Agreement. Article VII Confidentiality 7.1 Confidentiality.

8 Merchant and Apruve (each, as the case may be, the Receiving Party ) shall each use reasonable efforts to assure that this Agreement and information about the other party and their respective operations, affairs and financial condition, not generally disclosed to the public or to trade and other creditors, which is furnished to the Receiving Party pursuant to the provisions hereof is used only for the purposes of this Agreement and any other relationship between the parties and shall not be divulged to any person other than Receiving Party, its affiliates and their respective officers, directors, employees and agents, except (a) to their attorneys and accountants in connection with this Agreement, (b) for due diligence purposes in connection with significant transactions or dealings involving Receiving Party and which are outside the ordinary course of Receiving Party s business, including investments, acquisitions or financing, to other potential parties to such dealings or transactions or their professional advisors, subject to confidentiality agreements no less protective than these confidentiality provisions and redaction of such information as any other party may deem proprietary to such party, (c) in connection with the enforcement of the rights of Receiving Party hereunder or otherwise in connection with applicable litigation, and (d) 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, the opinion of Receiving Party s legal advisors concerning the making of such disclosure to be binding on the parties hereto; provided, that, in the event Receiving Party determines that it is required to disclose any such information whether pursuant to a judicial order or to applicable law, Receiving Party agrees, to the extent legally permissible, to provide the other party within 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 to waive compliance with the requirements of this Section 7.1. Receiving Party shall not incur any liability to the other party by reason of any disclosure permitted by this Section Notification Regarding Merchant Status. Merchant hereby authorizes Apruve to disclose to the Payment Networks Merchant s name and address and any and all other information as may be required pursuant to any Payment Network Rules, and to list Merchant as one of its customers. Merchant acknowledges that Apruve and Processing Party may be required to report Merchant s business name and the name of Merchant s principals to the Visa VMAS listing maintained by Visa pursuant to the Payment Network Rules. Article VIII Representations, Warranties and Covenants 8.1 Merchant Representations. Merchant represents and warrants to Apruve that: (a) 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 (b) the execution, delivery and performance of this Agreement by Merchant (i) has been approved by any necessary corporate action and constitutes the valid and binding obligation of Merchant, enforceable in accordance with its terms; and (ii) does not contravene any provision of Merchant s

9 organizational documents, violate or conflict with any law to which Merchant is subject and will not result in any breach of any of the provisions of or constitute a default under any other material agreement (including any agreements Merchant may have with any credit card or other payment service provider). 8.2 Apruve Representations. Apruve represents and warrants to Merchant that: (a) 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 (b) the execution, delivery and performance of this Agreement by Merchant (i) has been approved by any necessary corporate action and constitutes the valid and binding obligation of Merchant, enforceable in accordance with its terms; and (ii) does not contravene any provision of Merchant s organizational documents, violate or conflict with any law to which Merchant is subject and will not result in any breach of any of the provisions of or constitute a default under any other material agreement (including any agreements Merchant may have with any credit card or other payment service provider). Article IX Term and Termination 9.1 Term. Except as otherwise provided in the following section, this Agreement shall continue until either party provides notice of termination, in which case this Agreement shall terminate on the later of (i) thirty days after such notice of termination is provided or (ii) the termination date set forth in the notice of termination. 9.2 Apruve Termination Rights. Apruve shall be entitled to terminate this Agreement under the following circumstances: (a) immediately without notice upon the occurrence of an Insolvency Event involving Merchant; (b) immediately if Merchant has not remedied any material breach of this Agreement within thirty (30) days after notice of such breach has been provided by Apruve. (c) within ten (10) days if Merchant fails to pay amounts due to Apruve under this Agreement. (d) immediately if Merchant has engaged in a systematic fraud against Apruve through the use of the Apruve Payment Application. (e) immediately if an allegation by any governmental authority is lodged against Apruve that the delivery of the Apruve Technology Services as contemplated by this Agreement violates then applicable law. 9.3 Apruve Suspension Rights.

10 In lieu of terminating this Agreement, upon the occurrence of an event that gives rise to a right of Apruve under Section 9.2 of this Agreement to terminate this Agreement, Apruve may suspend its performance under this Agreement pending its efforts to resolve with Merchant the event giving rise to the termination right. Notwithstanding any declaration of a suspension under this Section 9.3, Apruve reserves the right to end such suspension and terminate the Agreement at any time it has a right to terminate the Agreement pursuant to Section Merchant Termination Rights. Merchant shall be entitled to terminate this Agreement under the following circumstances: (a) immediately without notice upon the occurrence of an Insolvency Event involving Apruve. (b) immediately if Apruve has not remedied any material breach of this Agreement within thirty (30) days after notice of such breach has been provided by Merchant. Article X Indemnification 10.1 Indemnification. 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 ( Third Party Claims ), incurred by or asserted against any of the Client 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 breach of cardholder data or other privacy breach (each claim under (iv) a Data Breach Claim ) where the cause of action is based upon the Indemnifying Party s acts or omissions Indemnification Procedures. 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 Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense and settlement of such Third Party Claim. The Indemnifying Party may settle any Third Party Claim without the Indemnified Party s written 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

11 the Indemnified Party other than an obligation to stop using any infringing items. Article XI Limitation on Liability 11.1 Limitation on Liability. IN ADDITION TO THE PAYMENT OF ANY FEES DUE UNDER ARTICLE V HEREIN, THE LIABILITY OF EITHER PARTY UNDER THE AGREEMENT, FOR BREACH OF THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE THE GREATER OF FIVE HUNDRED THOUSAND DOLLARS ($500,000) OR AN AMOUNT EQUAL TO THE TRANSACTION FEES INCURRED AND PAYABLE FROM MERCHANT TO APRUVE UNDER THIS AGREEMENT DURING THE LAST TWELVE (12) MONTHS PRIOR TO THE TERMINATION OF THIS AGREEMENT. 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 No Consequential Damages. IN NO EVENT WILL THE PARTIES, OR THEIR AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE TO ANY OTHER PARTY TO THE AGREEMENT FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES Disclaimer of Warranties. Expect as expressly provided, herein, to the extent permitted by applicable law, Apruve makes no warranty of any kind, express, implied or statutory regarding the Apruve Technology Services or the Apruve Payment Application. To the maximum extent permitted by applicable law, Apruve disclaims all warranties with respect to the Apruve Technology Services or the Apruve Payment Application, including the implied warranties of merchantability and fitness for a particular purpose. Merchant acknowledges that Apruve has not represented or warranted that the Apruve Technology Services or the Apruve Payment Application will be uninterrupted, error free or without delay. Article XII -- Miscellaneous 12.1 Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement shall be in writing and signed by the parties. Notwithstanding the foregoing, Apruve may amend or modify the Agreement, to the extent such changes are required by or attributable to changes in (i) Apruve s agreement with the Processing Party, (ii) the Payment Network Rules, or (iii) applicable laws, upon written notice to Merchant. Apruve will inform Merchant of such a change via at the address(es) provided by Merchant or in other written notice, and such change will become effective not less than thirty (30) days following the issuance of the notice. By continuing to submit Transactions after the delivery of such notice, Merchant shall be deemed to have accepted such

12 amendments Independent Contractors. Apruve and Merchant will be deemed independent contractors and no one 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 Severability; Waiver. If any provision of the 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 the Agreement shall not in any way be affected or impaired thereby if the essential terms and conditions of the Agreement for each party remain valid, legal and enforceable. None of the failure, the delay by any party to exercise, or the partial exercise of any right under the Agreement will operate as a waiver or estoppel of such right, nor shall such amend the Agreement. All waivers requested by a party must be signed by the waiving party Force Majeure. Apruve and Merchant shall not be considered in default in performance of their obligations to the extent such performance is delayed by force majeure affecting their ability to so perform. Force majeure shall include, but not be limited to, hostilities, 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 the Agreement or over the parties hereto, or any act of God or any act of government or any cause whether of the same or different nature existing now or in the future which is beyond the reasonable control of Apruve and Merchant Governing Law. 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 of conflicts of law Attorneys Fees. If any legal proceeding at law or in equity arises between the parties in connection with this Agreement, the prevailing party shall be awarded costs, reasonable expert witness fees, and reasonable attorneys' fees incurred in connection with such legal proceedings Acceptance of Agreement. Upon acceptance, this Agreement, including the exhibits hereto, is a legal and binding agreement between the party identified above as the Merchant and Apruve. By checking the Acceptance of Term box below, Merchant acknowledge that it has read, understood and agreed to be bound by

13 all the terms in this Agreement and that the party performing such acts authorized on behalf of the Merchant to bind the Merchant to this contract. Article XIII Definitions; Rules of Construction 13.1 Definitions. Capitalized terms used herein shall have the following meanings: Automated Clearing House the electronic network for financial transactions in the United States used primarily for credit and debit transactions on bank accounts. Approving Party the party according to Apruve s records whose approval must be obtained before a Transaction from a particular Customer can be approved for payment. Apruve Account an account maintained by an individual or business that may be accessed to make payments on purchases made over the internet. Apruve Paper Check Processing a feature of the Apruve Technology Services that allows a Customer on a merchant s website to elect to make a payment with respect to a Transaction using a paper check sent via the US Postal Service to a delivery address managed by Apruve. Apruve Payment Application Apruve s proprietary software and system that allows a Customer on a merchant s website to access its Apruve Account to make a payment with respect to a Transaction. Apruve Technology Services Apruve s services rendered to Merchant hereunder, which includes providing access to the Apruve Payment Application and the settlement of funds to Merchant upon the successful completion of a Transaction. Business Days any day that is not a Saturday, Sunday or legal holiday recognized by Apruve. Bank Account an account maintained by an individual or business at a financial institution. Funds may be debited from the account to purchase goods and services from a merchant or to pay an amount due to a merchant. Credit Card A card or device associated with a revolving line of credit that may be used to purchase goods and services from a merchant or to pay an amount due to a merchant. Credit Card Networks (i) Visa.; (ii) MasterCard; (iii) American Express; (iv) Discover Network; (v) Diners; (vi) JCB; (vii) UnionPay; and (viii) any other organization or association that authorizes, captures, and/or settles Transactions effected with Credit Cards or signature-based debit cards. Customer a person or entity that is seeking to conduct a Transaction with Merchant. Derivative Work a work that is based upon one or more pre-existing works, such as a revision, modification, translation, abridgement, condensation, expansion or any other form in which such pre-existing works may be recast, transformed or adapted, and that, if prepared without the authorization of the owner of the copyright in or to such pre-existing work, would constitute a copyright infringement.

14 Insolvency Event (i) The commencement of any bankruptcy, insolvency, moratorium, liquidation, judicial reorganization proceeding, judicial debt restructuring, dissolution or proceeding under any creditors rights law or other similar proceeding by or against a person which if commenced against such person is not discharged within 14 days, (ii) any application for, consent by a person, or acquiescence by a person in, the appointment of any trustee, receiver, or other custodian for such person or a substantial part of its property, (iii) any appointment of a trustee, receiver or other custodian for a person or a substantial part of its property, or (iv) any assignment by a person for the benefit of creditors generally. Payment Network Any Credit Card Network or other association or authority that has a method for obtaining credit or debiting a particular designated account. Payment Network Rules all rules, operating regulations, and guidelines for Transactions issued by the Payment Networks from time to time. Transaction the purchase by a Customer of any goods or services provided by Merchant with payment being made using an Apruve Account. Article XIV Revision History Version 5 December 20, 2013 Initial Version 6 June 6, 2014 ACH Returns Version 7 October 27, 2014 Paper Check Processing