The APPROVE Marketing Co-op Program ("Program") is designed to support APPROVE’s vendor customers (“Vendor”) in promoting APPROVE financing through various marketing efforts, including but not limited to, search engine advertising, social media, print media, and other qualified promotions. Our aim is to mutually increase brand visibility and sales for the purchase of Vendor’s products using APPROVE financing.

1. Acceptance of Terms: By participating in the Program, Vendor agrees to these Terms and Conditions. Participation is considered as acceptance.
   
2. Eligibility Criteria: Participation is open to authorized Vendors in good standing, subject to a review of past performance and adherence to APPROVE's brand and program guidelines. Participation is unavailable to Vendors who operate in Program industry exclusions, have been specifically excluded, have violated the terms of the Program or terms and conditions of the APPROVE service, are in excluded geographies, are unable to provide required reports and supporting documentation, or other reasons not specified in these terms and conditions. Participation is limited to one enrollment per Company and may be limited to only one Company in the case that Company shares the same or similar ownership structure of another Company that is already enrolled.
3. Contributions: APPROVE will contribute a portion of each application funded for Vendor towards Vendor’s Program balance. Once the balance reaches a minimum of $500.00, Vendor may apply for reimbursement for qualified marketing activities. The minimum reimbursement is $500.00. Contributions may only be made to Vendor’s APPROVE account for which the application funded and may not be transferred to another Company account on APPROVE. APPROVE reserves the right to change the rate of contribution at any time.
4. User of Funds: Co-Op funds may be used to pay third-parties for advertising, promotional materials, event sponsorships and other marketing activities that have been approved in advance to be in compliance with the Program’s marketing and brand guidelines. Funds cannot be used to reimburse Vendor for non-third party expenses such as general business expenses, salaries, or unrelated marketing efforts. APPROVE, at its own discretion, at any time, and without notice to Vendor, may change the guidelines and requirements for qualified reimbursements.
5. Reimbursement: Vendors must apply for reimbursement of qualified marketing expense by submitting the Program’s Co-Op Cash application form. Upon APPROVE notifying Vendor their application has been approved, Vendor must then submit required reports for reimbursement within 60 days of the application approval. Reports may include, but are not limited to, receipts, audience reach, or performance metrics for the marketing activities. APPROVE reserves the right to retract the application approval if the Vendor fails to submit required reports for reimbursement within 60 days of the application approval or if, upon review of the required reports, APPROVE, at it’s own discretion, determine the marketing activities were inconsistent with the initial application.
6. No Indebtedness: Notwithstanding any provision to the contrary herein or in any other document, agreement, or understanding related to the Marketing Co-op Program, it is expressly agreed and understood that the relationship established by this Agreement and the transactions contemplated hereby do not and shall not be construed to create any form of indebtedness, liability, or financial obligation on the part of APPROVE to Vendor, or vice versa, beyond the specific terms and conditions set forth herein. For the avoidance of doubt, APPROVE's contribution to Vendor under the terms of this Agreement, whether in the form of grants, contributions, reimbursements, or any other financial support, shall not be deemed a loan or create any debt, liability, or repayment obligation of any kind, except as may be expressly stated in this Agreement. This provision is intended to clarify the parties' intent and to govern the interpretation and enforcement of this Agreement, notwithstanding any principle of law or equity that might suggest otherwise.
7. Ownership and Intellectual Property: Marketing materials created by Vendors to be used with Program funds remain the property of the Vendor, with APPROVE granted a royalty-free, perpetual license to use such materials for promotional purposes. Vendors are granted a non-exclusive, revocable license to use APPROVE trademarks and logos for the duration of the Program, in accordance with our brand guidelines and exclusively for the Program.
8. Compliance and Ethics: Vendors must ensure all marketing activities comply with local, state, and federal laws, including advertising standards and consumer protection laws. Marketing practices must be truthful, non-deceptive, and respectful of competitors and consumers. Any unethical behavior may result in expulsion from the Program.
9. Termination and Modification: APPROVE reserves the right to modify or terminate the Program at any time without notice to Vendors. Vendors may withdraw from the Program at any time by providing written notice to APPROVE. Withdrawal does not exempt the Vendor from completing pending obligations.
10. DISPUTE RESOLUTION AND BINDING ARBITRATION. YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Terms is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. You agree to an arbitration on an individual basis. In any dispute, YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
11. LIMITATION OF LIABILITY. Each party agrees and acknowledges that it is using the services and website provided by KWIPPED to facilitate the purchase transaction of the Equipment between Buyer and Supplier with financing by Lender, at each party's own risk. KWIPPED is not an agent for any party. The KWIPPED services and website are provided on an "AS IS" and "AS AVAILABLE" basis, and to the extent permitted by applicable law, KWIPPED excludes all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Kwipped is not responsible for any repairs, service, maintenance, or defect in the equipment or services. KWIPPED'S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) SHALL BE LIMITED SOLELY TO YOUR USE OF THE SITE, PROVIDED THAT (i) KWIPPED SHALL BE LIABLE SOLELY FOR DAMAGES ARISING FROM KWIPPED'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (ii) IN NO EVENT SHALL KWIPPED BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR OPPORTUNITY COSTS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING WITHOUT LIMITATION BREACH OF ANY OBLIGATION IMPOSED ON KWIPPED HEREUNDER OR IN CONNECTION HEREWITH.
12. Release and Indemnity of APPROVE: With respect to any dispute between one or more parties arising out the Program, each party expressly releases APPROVE (and its affiliates and subsidiaries, and each of their respective shareholders, officers, directors, employees, and agents) from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the Program, these Terms, or any transactions consummated in connection therewith. Each party expressly waives any protections (whether statutory or otherwise) that would otherwise limit the coverage of this paragraph to include only those claims which that party may know or suspect to exist in its favor at the time of agreeing to this paragraph. Each party further agrees to jointly and severally indemnify and defend APPROVE and its affiliates and their respective shareholders, directors, officers, employees, attorneys, and agents (the "APPROVE Indemnified Parties"), and hold each of them harmless from and against any and all losses, damages, claims, demands, expenses, fines, penalties, suits and liabilities, including without limitation, reasonable attorneys' fees ("Losses") that the APPROVE Indemnified Parties shall incur or suffer arising out of, relating to, or resulting from (a) the Program, these Terms, or any transactions consummated in connection therewith, (b) the negligence, willful misconduct, fraud, or misrepresentation of such party or of persons acting for or on behalf of such party pursuant to these Terms, including without limitation, officers, directors, employees, agents and contractors of such party, (c) such party's improper use of APPROVE’s services or the Program, or (d) such party's breach of any law or the rights of a third party.
13. GOVERNING LAW AND JURISDICTION. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of North Carolina.
14. NO WAIVER. The failure of either party to insist upon the other party's performance of any obligations hereunder shall not be construed as a waiver of or the breach of any obligation of either party or of any subsequent breach of which obligation. The failure of either party to exercise any right or remedy which it may have hereunder or under the law shall not be construed as a waiver of any other right or remedy which the party may have hereunder or under the law.
15. CUMULATIVE REMEDIES. Any right and remedy belonging to APPROVE hereunder or under the law shall be deemed cumulative and not exclusive of one another and the exercise by APPROVE of any such right or remedy shall not preclude APPROVE from exercising or enforcing any other right or remedy it may have.
16. MISCELLANEOUS. These Terms contain the entire understanding between the parties related to your use of the Program and supersedes all prior understandings of the parties hereto relating to the subject matter hereof. Paragraph headings used herein are for convenience only and shall not be used in any way to interpret the provisions of these Terms.

Last Updated - February 21, 2024