TERMS OF SERVICELast Updated: 06/03/2023

Table of Contents

1. Modifications
2. Using the Services
3. Fees and Payment
4. Term
5. Intellectual Property Rights
6. Restrictions
7. Use and Transaction Policies
8. Suspension or Termination
9. Indemnity
10. Sanctions Export Policy
11. No Warranties and Limitations of Liability
12. Confidentiality and Nondisclosure
13. Governing Law
14. Dispute Resolution
15. Miscellaneous

1. Modifications

We may modify the Terms from time to time. The most current version of these Terms will be located at https://approvo.ai/legal/privacy_policy. You understand and agree that your access to or use of the Services is governed by the Terms effective at the time of your access to or use of the Services. If we make material changes to these Terms, we will notify you by push notification and/or by posting a notice on the Site at least thirty (30) days prior to the effective date of the changes. If we are required by applicable data protection laws to give you enhanced notice or seek your consent for any such changes, we will do so. You can see when the Terms were last updated by checking the “last updated” date displayed at the top of these Terms. Any revised terms of service will supersede all previous terms of service.

2. Using the Services

2.1. Eligibility. To access or use the Services, you must be at least 18 years old (or the age of majority where you live) and have the requisite power and authority to enter into these Terms. The Services are not offered to users under the age of 18. You may not access or use the Services if we have previously banned you from the Services.

2.2. Permission to Use the Subscription Service. Upon your acceptance of this Agreement, we grant to you a limited, non-exclusive and non-transferable license, without right of sublicense, during the period identified in the Order Form (or any renewal term, as applicable (the “Term”) to access the Subscription Services, and to permit your employees and independent contractors working for you in the ordinary course of your business who (a) agree to be bound by this Agreement, and (b) are specifically authorized by you (your “Authorized Users”) to use the Subscription Services, subject to the terms and conditions this Agreement. Unless otherwise specified on or in this Agreement, the Subscription Services are solely for your business purposes. Except as expressly provided herein, we do not grant you any other express or implied rights or license in or to the Services, and all rights, title and interest that we have in the Services and rights not explicitly granted to you. Except as expressly set forth in this Agreement, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole or in part, the content of the Services without our express prior written permission, nor migrate such data elsewhere. This Agreement, and any rights or obligations hereunder, is not assignable, transferable, or sublicensable by you except with our prior written consent but may be assigned or transferred by the Company without restriction. Any attempted assignment by you without our consent is a violation of this Agreement and shall be void.

2.3. Subscription Service Scope. The license granted to you hereunder is limited to a single, authorized application for use of the Subscription Services by your Authorized User(s). The license does not extend to users not identified as Authorized Users in the Order Form, unless agreed by us in writing. You shall have no right pursuant to this Agreement to distribute the Subscription Services in whole or in part over the Internet, or via email or instant messaging, via an Intranet, personal digital assistant, wireless application protocol, short message service, radio system, or the like. Nothing in this Agreement shall obligate us to continue providing access to any Service beyond the date when we cease providing any such Service to our subscribers generally.

2.4. Service Availability. We may, at our own discretion, from time to time, offer new or change the availability of the Services. Details of the Services are set forth in this Agreement. All features, content, specifications, Services and fees associated therewith (the “Fees”), and any other services described or depicted in this Site are subject to change at any time without notice. By using the Services, you represent that the Services will be used only in a lawful manner. The Services may be modified, updated, interrupted, suspended, or discontinued by us at any time without notice or liability. In the event the we suspend any Services, such Services shall remain available to you for the duration of the Term.

2.5. User Accounts. You and/or your Authorized User(s) must create a user account (“Account”) and provide certain personal information in order to use some of the features that are offered through the Services. Providing the Company with your personal information is your choice. You acknowledge and agree that you have no ownership or other proprietary interest in such Account.

(a) Responsibility for Authorized User Accounts. You control access by your Authorized User(s) and are responsible for their use of the Services in accordance with this Agreement.

(b) Account Creation. Your Account is for business purposes only. To create an Account, you must be eligible to use the Service for which you are registering, be a resident of a country where use of the Services is permitted, have a valid email address and provide truthful and accurate information. You may not impersonate someone else, create or use an Account for anyone other than yourself, your Authorized User(s), or the company you represent. Please read our Privacy Policy for more information.

(c) Username and Password. In addition, to create an Account, we may require you to select a username and password. You acknowledge that you shall be responsible for ensuring that any username you select does not infringe any third party rights and is not otherwise unlawful. You understand and agree that we reserve the right to change, remove, alter, or delete any username, with or without prior notice to you, at any time and for any reason in our sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR ACCOUNT, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF SERVICES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR ACCOUNT MAY BE SUSPENDED OR TERMINATED IF SOMEONE ELSE USES YOUR ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE TERMS.

(d) Unauthorized Account Use. You agree to notify the Company immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time if you violate this Agreement or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation. For the purposes of verifying compliance with this Agreement, we shall have the right to observe the use made of the Services and the manner in which each Authorized User accesses the Services. If our records indicate that more users are accessing the Service than you have paid for, you agree to pay the shortfall in Fees retrospectively to the date of the applicable increase.

2.6. Communication from the Company. By creating an Account, you agree to receive certain communications in connection with the Services. You can opt-out of non-essential communications by clicking the “unsubscribe” button in the email or by requesting our support team at hello@approvo.ai opt you out of future non-essential communications.

3. Fees and Payment

3.1. Fees. In exchange for the license granted above, commencing on the date identified on the Order Form as the date from which billing shall be alculated (which under no circumstances shall be later than the Service Start Date (defined below)) (the “Billing Start Date”), you shall pay to us the Fees for the term of the Agreement, payable in advance, based on your use of the Services and the number of Authorized Users identified in the Order Form, and on any other commercial terms contained in this Agreement.

3.2. Authorized User and Fee Increases. You shall inform us of any increases in the number of Authorized Users no later than seven (7) days after the date of such increase. The Order Form, including any associated increase in Fees, will be deemed amended accordingly. Your failure to inform us of any increases in the number of Authorized Users shall not preclude us from amending the Order Form and increasing Fees accordingly upon our discovery of an increase in Authorized Users.

3.3. Late Payments. If you fail to pay the Fees by the due date specified on our invoice to you for such Fees, we shall be entitled to interest from the day on which the Fees are due. Both parties agree that the rate of interest on overdue invoices shall be ten percent (10%) per year, calculated on the basis of a year of 365 days for the actual number of days elapsed.

3.4. Taxes. You will be responsible for, and will promptly pay or reimburse us for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission by us that is in accordance with your direction or request) that are based on or with respect to any Services or goods provided by us to you, or the amounts payable to us therefore.

3.5. Invoicing and Payment. We will invoice you for the Fees in advance and in accordance with the terms of this Agreement. Charges will be payable within fifteen (15) days of the date the invoice was received by you. All payments made under this Agreement will be in United States Dollars.

4. Term

This Agreement shall become effective when you sign the Order Form and, unless terminated earlier in accordance herewith, shall continue from the Billing Start Date for the period specified in the Order Form. This Agreement shall automatically renew for subsequent like terms unless either party gives the other written notice of its intention not to renew no later than fifteen (15) days prior to the end of the then-current term. For the avoidance of doubt: (a) in the event you execute the Order Form after the Billing Start Date, the agreement for your use of the Services will be deemed effective from the Billing Start Date, and (b) in the event you gain use of the Services before the Order Form is executed, then the agreement for your use of the Services will be deemed effective from the date which you gain use of the Services (the “Service Start Date”).

5. Intellectual Property Rights

5.1. Ownership. All content that the we create and make available in connection with the Services (“Company Content”) is owned by us, and you retain ownership of the content that you submit, or transmit to, through or in connection with the Services (“Your Content”). Company Content includes but is not limited to visual interfaces, interactive features, graphics, design, our compilation of other Services Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Services excluding Your Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world (“Intellectual Property Rights”) associated with the Company Content and the Services, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of public displays or in any way exploit any of the Company Content or the Services in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Services and the Company Content are retained by us. “Services Content” means all of the content that is made available in connection with the Services, Third Party Content and Company Content. “Third Party Content” means content that originates from parties other than the Company which is made available in connection with the Services.

(a) Your content. You are solely responsible for Your Content. You must secure and maintain all rights in Your Content necessary for us to provide the Services to you without violating the rights of any third party or otherwise obligating us to you or any third party. We do not and will not assume any obligations with respect to Your Content or your use of the Services other than as expressly set forth in this Agreement or as required by applicable law.

(a) Feedback. If you provide feedback or suggestions about the Services (“Feedback”) to us, then we may use that information without obligation to you. By sending us any Feedback, you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against the Company and our users any claims and assertions of any moral rights that you may have with respect to such Feedback.

5.2. Copyright. We respect the Intellectual Property Rights of others and expect our users to do the same. We will take whatever action, in our sole discretion, that we deem appropriate, which may include removal of, or disabling of access to, any challenged material from the Services.

5.3. Trademark. Publications, products, content, or Services referenced herein or on the Site are our exclusive trademarks or service marks. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

6. Restrictions

No provision of the Terms includes the right to, and the user shall not, directly or indirectly: (a) enable any person or asset other than the Authorized User(s) to access and use the Services; (b) modify or create any derivative work based upon the Services; (c) engage in, permit or suffer to continue any copying or distribution of the Services; (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any component of the Services (except to the extent such restriction is limited under applicable law); (e) access or use the Services, for purposes of competitive analysis or the development, provision or use of competing products or services; (f) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Services or any Services Content; (g) attempt to gain unauthorized access to the Services, user Accounts, computer systems or networks connected to the Services through hacking, password mining or any other means; (h) use any device, software or routine that interferes with the proper working of the Services or otherwise attempt to interfere with the proper working of the Services; (i) use the Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services or Services Content; (j) remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of Services Content or features that enforce limitations on the use of the Services; (k) use the Services if you or such other persons are located in a country that is embargoed by the United States or if you or such other persons are on the U.S. Treasury Department's list of Specially Designated Nationals; (l) authorize any user under the age of 18 or submit any information of any person under the age of 18; (m) submit personally identifiable health or medical records to the Company; (n) use the Services to engage in fraud; (o) use the Services to be abusive towards or conduct surveillance on individuals or groups; (p) use the Services to discriminate against any individual on the basis of race, sex, or religion, nationality, disability, sexual orientation or age; and (q) use or permit others to use the Services other than as described in the Terms, or for any unlawful purpose.

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, we reserve the right to determine what conduct we consider to be in violation of this Agreement or otherwise outside the intent or spirit of the Services. We reserve the right to take action as a result, which may include terminating your Account and prohibiting you from using the Services in whole or in part.

7. Use and Transaction Policies

7.1. Equipment. You will provide at your own expense the equipment and internet connection required to access and use the Services.

7.2. Use Charges. We shall have no liability to you for use charges related to any device or service that you use to access the Services, including, without limitation, use charges for mobile telephones, tablet devices, Internet service providers, car navigation systems and other devices, whether wireless, wireline, requiring cradle synchronization or otherwise.

7.3. Transaction Charges. We are not responsible or liable to you for any third party payment processor credit card or bank-related charges and fees related to your transactions on the Services, on or through third party platforms or for your participation in any third party offers. All such transactions are administered by a third party payment processor. We expressly disclaim any liability for any such transactions, and you agree that your sole avenue of recourse regarding such transactions is through such third party processor. You acknowledge and agree: (a) that any transaction-related information will be treated by us as described in our Privacy Policy and, as applicable, in the privacy policy of the third party payment processor(s) used by us on or through the Services or third party platforms, (b) that all credit card and other payment related information that you provide to us, our designated payment processor or a third party providing offers, is accurate, current and complete; (c) that you will pay any and all charges incurred by you or any authorized user of your payment method r esulting from your purchase at the rate(s) in effect when such charges are incurred; and (d) that you are responsible for any and all taxes that we assess on your purchase(s).

7.4. Payment. You shall pay the amounts specified in the Order Form for the Services in accordance with this Agreement. All amounts shall be paid prior to the provision of the relevant Services and such payments are non-refundable, regardless of whether you use the Services identified in this Agreement or otherwise.

7.5. Purchase Errors.. We assume no liability for purchase errors, trial versions, Subscription Services purchased for the wrong device or platform, promotion codes or discounts not provided at the time of purchase or any unintended purchased item for any reason (“Purchaser Errors”). We shall not be liable for any errors on billing statements issued to you by your carrier. You accept full responsibility for confirming that your device, platform and carrier are supported and that the device and platform are compatible with the products or services purchased, downloaded or otherwise obtained by you through the Services. If you have other questions in connection with any product or service available through the Services, please contact our customer support at hello@approvo.ai. We accept ABSOLUTELY NO RETURNS on any Services purchases. Please review your system requirements very carefully before making any purchases. You agree to be responsible for obtaining and maintaining all device hardware, software and other equipment needed for access to and use of the Services, and all charges related thereto.

8. Suspension or Termination

8.1. Suspension. We reserve the right to investigate potential violations of this Agreement. In the event we believe this Agreement is being violated, the Company will have the right to suspend, as applicable, your access to and use of the Services for so long as is reasonably necessary to address the potential violation. Except in urgent or emergency situations, we will notify you of any such suspension in advance (each, a “Suspension Notice”), and work with you in good faith to resolve the potential violation. In addition, we may report any activity that we reasonably believe violates any law or regulation to law enforcement, regulators, or other appropriate party, and may also cooperate with any investigation by such parties. For clarity, we reserve the right, but do not assume any obligation to you (except with respect to the Suspension Notice), to take any of the actions described in this Section 8.1 (Suspension).

8.2. Termination. The terms of this Agreement will continue through the expiration of the Term (and any renewal terms) identified in the Order Form. In the event of any termination of these Terms, whether by you or us, the following sections will continue in full force and effect: Section 5 (Intellectual Property Rights), Section 6 (Restrictions), Section 7 (Use and Transaction Policies), Section 8 (Suspension or Termination), Section 9 (Indemnity), Section 11 (No Warranties and Limitations of Liability), Section 12 (Confidentiality and Nondisclosure), Section 13 (Governing Law) Section 14 (Dispute Resolution), and Section 15 (Miscellaneous).

(a) Early Termination. We may terminate this Agreement for our convenience and without cause or further liability upon written notice to you. In addition, either party may terminate this Agreement or the Services effective on written notice to the other party if the other party materially breaches this Agreement and such breach (if capable of cure) remains uncured for ten (10) days after the non-breaching party provides the breaching party with written notice of such breach.

(b) Effect of Termination. Except as provided for in Section 8.2(a) (Early Termination), upon expiration or earlier termination of this Agreement: (i) all rights granted to you with respect to the Services and this Agreement will terminate effective as of the effective date of termination; (ii) we will have no obligation to provide Services to you or your Authorized Users after the effective date of termination; and (iii) you will pay any amounts payable for your use of the Services through the effective date of the termination, together with all other amounts in accordance with this Agreement.

9. Indemnity

You agree to indemnify, defend and hold us, our parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “Company Entities”) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Services, (ii) your violation of this Agreement, (iii) any products or services purchased or obtained by you in connection with the Services, or (iv) any infringement by you, or any unauthorized third party using your Account, of any intellectual property or other right of any person or entity. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.

10. Sanctions Export Policy

You may not use the Services for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). We do not claim, and we cannot guarantee that the Company is or will be appropriate or available for any location or jurisdiction, comply with the laws of any location or jurisdiction, or comply with laws governing export, import, or foreign use.

11. No Warranties and Limitations of Liability

PLEASE READ THIS SECTION 11 CAREFULLY SINCE THIS SECTION LIMITS THE LIABILITY OF THE COMPANY TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION 11. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

11.1. NO WARRANTY OF THE SERVICES. HE SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS” WITHOUT WARRANTY, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT WE MIGHT NOT MONITOR, CONTROL OR VET YOUR CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. WE MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY OR RELIABILITY OF THE SERVICES, THE SAFETY OR SECURITY OF THE SERVICES, OR THE SERVICES CONTENT. ACCORDINGLY, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICES' INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY OR RELIABILITY OF THE SERVICES CONTENT.

11.2. DISCLAIMER OF WARRANTIES. WE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY US OR OUR REPRESENTATIVES SHALL CREATE A REPRESENTATION OR WARRANTY.

11.3. USER REMEDIES. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES, THIRD PARTY SERVICES MADE AVAILABLE THROUGH THE SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES.

12. Confidentiality and Nondisclosure

12.1. Confidential Information. In this Agreement, any information disclosed by the parties that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential is referred to as “Confidential Information”. Confidential Information includes without limitation: (a) information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs and (b) third-party information we are obligated to keep confidential. However, Confidential Information does not include any information that: (i) was known to the parties prior to receiving the same from the other party in connection with this Agreement; (ii) is independently developed by us without reference to or use of your Confidential Information; (iii) is acquired by us from another source without restriction as to use or disclosure; or (iv) is or becomes publicly available through no fault or action of our own.

12.2. Confidentiality. Each party reserves any and all right, title, and interest, including any Intellectual Property Rights, that it may have in or to any Confidential Information that it may disclose to the other party under this Agreement. Each party shall protect the Confidential Information received from the other party against any unauthorized use or disclosure to the same extent that such party protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event shall use less than a reasonable standard of care to protect such Confidential Information. This section will not be interpreted or construed to prohibit: (a) any use or disclosure which is necessary or appropriate in connection with our performance of our obligations or exercise of our rights under this Agreement; (b) any use or disclosure required by applicable law; or (c) any use or disclosure made with the consent of the other party.

13. Governing Law

Any claims arising out of this Agreement (including interpretation, claims for breach, and all other claims, including consumer protection, unfair competition and tort claims) will be subject to the laws of the State of California, United States, without reference to conflict of laws principles.

14. Dispute Resolution

PLEASE READ THIS SECTION 14 CAREFULLY. THIS SECTION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

14.1. Informal Dispute Resolution. We are available by email at hello@approvo.ai or on the web at https://approvo.ai to address any concerns, disputes, claims or controversies you may have regarding the Services, these Terms (including its interpretation, formation, performance and breach) or the relationship between you and the Company (collectively, “Disputes”). Most Disputes are quickly resolved in this manner to our users' satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

14.2. Formal Dispute Resolution. If you are not a resident of the EEA, in the event that the parties do not agree upon a resolution in connection with a Dispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 14.1 (Initial Dispute Resolution), you expressly agree with us that the provisions in Section 14.2(a)(Agreement to Arbitrate), Section 14.2(b) (Location), Section 14.2(c) (Class Action Waiver), Section 14.2(d) (Exception - Litigation of Intellectual Property and Small Claims Court) and Section 14.2(e) (30 Day Right to Opt Out) apply to you if (i) you are domiciled in and/or use the Services in the United States or (ii) you are domiciled in and/or use the Services from outside the United States, legal proceedings in connection with a Dispute are initiated within the United States and you are entitled to participate in such proceedings, in each case unless any court or arbitrator deems that the “Agreement to Arbitrate” set forth in Section 14.2(a) (Agreement to Arbitrate) or the “Class Action Waiver” set forth in Section 14.2(c) (Class Action Waiver) are void or unenforceable for any reason or that an arbitration can proceed on a class basis.

(a) Agreement to Arbitrate. If the parties do not agree upon a resolution in connection with a Dispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 14.1 (Initial Dispute Resolution), then either party may initiate binding arbitration as the sole means to formally resolve claims (the “Agreement to Arbitrate”), subject to the terms set forth below. Specifically, all Disputes shall be finally settled by binding arbitration administered by the American Arbitration Association (the “AAA”). The arbitration proceedings shall be governed by AAA's Commercial Arbitration Rules (the “AAA Rules”) and, where appropriate, AAA's Supplementary Procedures for Resolution of Consumer-Related Disputes (the “AAA Consumer Rules”). This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act shall apply to the interpretation, applicability, enforceability and formation of these Terms notwithstanding any other choice of law provision contained in these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including without limitation any claim that all or any party of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The AAA Rules and the AAA Consumer Rules are both available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the cost of litigation and the right to discovery may be more limited in arbitration than in court.

(b) Location. If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in San Francisco, California, and you and the Company agree to submit to the personal jurisdiction of any federal or state court in San Francisco, California, in order to compel arbitration, to stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

(c) Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AGREE THAT THE PARTIES MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLANITFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this subsection (the “Class Action Waiver”) is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Disputes.

(d) Exception - Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all Disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Services under this Agreement. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

(e) 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Subsection 14.2(a) (Agreement to Arbitrate), Subsection 14.2(b) (Location) and Subsection 14.2(c) (Class Action Waiver) above by sending written notice of your decision to opt-out to the following address: 712 Bancroft Road #925, Walnut Creek, CA 94598, Attn: Legal. The notice must be sent within thirty (30) days of your first access or use of the Services; otherwise you will be bound to arbitrate Disputes in accordance with the terms of those Subsections. If you opt-out of these arbitration provisions, the Company also will not be bound by such provisions.

(f) Disputes Not Subject to Arbitration or Class Action Waiver. For Disputes not subject to the “Agreement to Arbitrate” set forth in Section 14.2(a) (Agreement to Arbitrate), or if any court or arbitrator determines that the “Class Action Waiver” set forth in Section 14.2(c) (Class Action Waiver) is void or unenforceable for any reason or that an arbitration can proceed on a class basis, exclusive jurisdiction for any claim or action arising out of or relating to the Services or these Terms shall be the federal or state courts in San Francisco, California, and you expressly consent to the exercise of personal jurisdiction of such courts.

(g) Changes to this Section. We will provide sixty (60) days' notice of any changes to this Section 14.2 and any such change will apply only to any claims arising after the sixtieth (60th) day following such notice.

15. Miscellaneous

15.1. Notices. All notices must be in writing. You shall send all notices regarding this Agreement to hello@approvo.ai. We will send any and all notices to the email address identified under your signature on the Order Form. Notice will be deemed as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

15.2. Assignment. Neither party may assign any part of this Agreement without the prior written consent of the other.

15.3. Force Majeure.. Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

15.4. Rights. Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

15.5. Amendments. Unless otherwise specified by this Agreement, any amendment to this Agreement shall be in writing, signed by both parties, and expressly state that it is amending this Agreement.

15.6. Waiver. Any failure on our part to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

15.7. Severance. If any provision of this Agreement is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

15.7. Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.