Terms of Service

Welcome to Kapwork, Inc. ("Company", "we", "our", "us"). These Terms of Service for Invoice Owners ("Terms") govern the Invoice Owner's use of our receivables data services, portal access services, monitoring services, and related offerings located at kapwork.com (together, the "Services") operated by Kapwork, Inc., a Delaware corporation.

The "Invoice Owner" (also "you" or "yours") is the legal entity that holds accounts receivable, trade receivables, or invoices and applies for an account with the Company to access Services related to such receivables.

Our Privacy Policy ("Privacy Policy") also governs your use of the Services and explains how we collect, safeguard, and disclose information that results from your use of our Services. Please read it here.

Your agreement with us includes these Terms and our Privacy Policy ("Agreements"). You acknowledge that you have read and understood the Agreements and agree to be bound by them. If you do not agree with (or cannot comply with) the Agreements, then you may not use the Services. Please email us at support@kapwork.com with any questions you may have about the Agreements.

Any prior versions of our Terms of Service are available on request.

By accepting these Terms, Invoice Owner hereby appoints the Company as its authorized agent for the limited purposes described herein. This appointment creates an agency relationship under applicable common law, wherein the Company acts solely on behalf of, under the direction of, and for the benefit of Invoice Owner with respect to Invoice Owner's receivables-related data.

Invoice Owner expressly authorizes and directs the Company, acting as Invoice Owner's agent, to: (i) access, retrieve, and monitor information relating to Invoice Owner's accounts receivable, invoices, and payment status from third-party systems of record, including without limitation vendor management systems, buyer portals, enterprise resource planning systems, accounts payable platforms, email inboxes, and similar systems operated by Invoice Owner's customers or their service providers (collectively, "Third-Party Systems"); (ii) use credentials, access tokens, session information, or other authentication materials provided by Invoice Owner to access such Third-Party Systems on Invoice Owner's behalf; (iii) collect, process, store, and transmit data obtained from Third-Party Systems for purposes of providing the Services; and (iv) take such other actions as are reasonably necessary to effectuate the foregoing.

Invoice Owner acknowledges and agrees that all data accessed by the Company from Third-Party Systems pursuant to this authorization relates to receivables owned by Invoice Owner or to which Invoice Owner has a legitimate interest, and that Invoice Owner has the right to access such data and to authorize the Company to access such data on Invoice Owner's behalf. Invoice Owner further acknowledges that the Company's access to Third-Party Systems is undertaken at Invoice Owner's express direction and that Invoice Owner, not the Company, is the party exercising data access rights with respect to Invoice Owner's receivables information.

This agency appointment is non-exclusive. Invoice Owner may revoke this appointment at any time by providing written notice to the Company and terminating the Services, subject to the termination provisions herein. Upon revocation, the Company shall cease accessing Third-Party Systems on Invoice Owner's behalf, provided that the Company may retain data previously obtained as necessary to comply with legal obligations or to enforce its rights under these Terms.

Invoice Owner retains sole control over the scope of the Company's authority under this agency appointment. Invoice Owner may, at any time through the Services interface or by written notice to the Company: (i) specify which Third-Party Systems the Company is authorized to access; (ii) add or remove credentials or other access materials; (iii) limit or expand the types of data the Company may retrieve; and (iv) direct the Company to cease accessing particular Third-Party Systems.

The Company shall act in accordance with Invoice Owner's directions and shall not access Third-Party Systems or data beyond the scope authorized by Invoice Owner. Invoice Owner is solely responsible for ensuring that Invoice Owner's directions to the Company, and the Company's actions taken pursuant to such directions, comply with any agreements Invoice Owner may have with operators of Third-Party Systems or with Invoice Owner's customers.

Invoice Owner's authorization of the Company under these Terms is given directly by Invoice Owner in Invoice Owner's capacity as the owner of the relevant receivables. This authorization is independent of, and not contingent upon, any relationship Invoice Owner may have with any factor, lender, assignee, or other third party (each, a "Financing Party"). Invoice Owner's consent to the Company's access of Third-Party Systems flows from Invoice Owner's own rights as the originator and beneficial owner of the receivables data, not from any Financing Party.

Where Invoice Owner has entered into or may enter into agreements with Financing Parties, and where such Financing Parties separately engage the Company to provide verification, monitoring, or similar services with respect to Invoice Owner's receivables, Invoice Owner acknowledges that the Company may provide information obtained pursuant to this authorization to such Financing Parties. However, the Company's authority to access Third-Party Systems on Invoice Owner's behalf derives from this direct authorization by Invoice Owner and shall continue irrespective of the status of any relationship between Invoice Owner and any Financing Party, unless Invoice Owner revokes such authorization as provided herein.

To enable the Company to access Third-Party Systems on Invoice Owner's behalf, Invoice Owner may provide the Company with login credentials, access tokens, or other authentication materials ("Access Credentials"). Invoice Owner represents and warrants that Invoice Owner has the authority to provide such Access Credentials to the Company and to authorize the Company's use thereof for purposes of accessing Third-Party Systems on Invoice Owner's behalf.

The Company shall maintain commercially reasonable security measures to protect Access Credentials from unauthorized access or disclosure. The Company shall use Access Credentials solely for purposes of providing the Services and shall not disclose Access Credentials to any third party except as required by law or as necessary to provide the Services using subprocessors bound by confidentiality obligations.

Invoice Owner is responsible for: (i) the accuracy and validity of all Access Credentials provided to the Company; (ii) promptly updating or revoking Access Credentials when Invoice Owner's access to a Third-Party System changes; and (iii) notifying the Company promptly if Invoice Owner believes any Access Credentials have been compromised.

The Company may revise and update these Terms at any time and for any reason in our sole discretion. We will provide notice of the most recent version of these Terms by updating the "Last updated" date above, and you waive any right to receive specific notice otherwise of changes. All changes are effective immediately upon posting and apply to all access to and use of the Services thereafter. If you do not agree with any changes to our Terms, you may stop using the Services. Your continued access to and use of the Services signifies your acceptance of the revised and then-current Terms.

Invoice Owner represents and warrants that it is a business entity incorporated or organized in the United States, including its territories and possessions, and applies for and uses the Services in that capacity, with the full authority, right, and capacity to enter into the Agreements and abide by all of their terms and conditions. If you cannot comply with the aforementioned warranty and representation, you are prohibited from both the access and usage of the Services.

Subject to these Terms, the Company shall provide: (i) the Company's receivables data platform, including data retrieval, monitoring, and reporting tools ("Data Services"); (ii) access to the Company's portal access system, which automates the process of accessing and retrieving invoice and payment status information from Third-Party Systems ("Portal Access Services"); and (iii) such other services as the Company may offer from time to time (together with Data Services and Portal Access Services, the "Services").

We may release new versions of, and updates to, the Services for the purpose of (a) solving defects or errors, (b) keeping the Services up to date with market developments, and (c) otherwise improving the Services. You may receive updates within the Services or by other means regarding the aforementioned releases. We will only support the most recent version of the Services.

Invoice Owner further acknowledges and agrees that the Company may aggregate data collected pursuant to these Terms with data from other users on an anonymous basis for the purpose of providing industry insights, facilitating decision-making, and assisting Invoice Owner and other users in better managing their accounts receivable. The Company shall ensure that such aggregated data does not contain any Personally Identifiable Information of Invoice Owner or its customers.

The Company shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to access restrictions or technical countermeasures imposed by operators of Third-Party Systems, governmental action or acts of terrorism, pandemics, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

The Company requires you to apply for an account and provide certain information about yourself in order to use the Services and communicate with us. You agree that you will provide truthful information and maintain the accuracy and completeness of your account information with us. You agree to cooperate and provide us with all requested information in respect of the identification of your beneficial owners, managers, or controllers, your risk profile, and such other due diligence information as we reasonably request. You further agree that you are responsible for all use of your account and password, and you must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

Account users may be provided or asked to create a username or password, and we encourage you to safeguard that information to protect your account from unauthorized access. Any individual identified in the registration data provided by Invoice Owner (or that Invoice Owner later identifies to the Company) with user permission shall be deemed authorized to use the Services ("Permitted Users"). You authorize us to provide Permitted Users with access to your account and to make changes to the account depending on the authorization settings. You are solely responsible for the actions of all Permitted Users and warrant that all Permitted Users will fully comply with these Terms.

You always have the right to terminate your account and can do so by contacting our Support Team at support@kapwork.com. If we, in our sole discretion, determine that you have acted inappropriately, we reserve the right to limit, restrict, or terminate your account, prohibit you from using the Services, and take any appropriate legal actions to protect the Company, our partners, or other users.

Invoice Owner represents and warrants that: (i) Invoice Owner is the legal owner of, or has a legitimate interest in, all receivables with respect to which Invoice Owner directs the Company to access data from Third-Party Systems; (ii) Invoice Owner has the legal right to access data relating to such receivables from the relevant Third-Party Systems and to authorize the Company to access such data on Invoice Owner's behalf; (iii) all Access Credentials provided by Invoice Owner to the Company are valid, have been lawfully obtained, and may be used by the Company for the purposes contemplated herein; (iv) Invoice Owner's use of the Services and Invoice Owner's direction to the Company to access Third-Party Systems does not violate any applicable law or any agreement to which Invoice Owner is a party; and (v) all information provided by Invoice Owner to the Company is truthful, accurate, and complete.

Invoice Owner acknowledges that the Company does not independently verify the ownership status of receivables or the validity of Access Credentials, and that the Company relies upon Invoice Owner's representations in providing the Services. Invoice Owner agrees to indemnify and hold harmless the Company from any claims, losses, or damages arising from any breach of the foregoing representations and warranties.

All trademarks, logos, and service marks ("Marks") displayed within the Services are the registered and unregistered trademarks of the Company or third parties who have authorized their use by us. The Services are protected by copyright and other intellectual property rights, including but not limited to the images, likenesses, designs, and the like, except where explicitly noted otherwise (collectively "Intellectual Property"). You may not use, copy, edit, reproduce, republish, upload, post, transmit, distribute, create derivatives of, or modify the Intellectual Property in any way without prior written approval from us and any third-party owner or licensor.

Unless otherwise indicated, the Services are our proprietary property and all materials, source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics, as well as any Intellectual Property, are owned or licensed and controlled by us. These materials are provided by the Company "as is" for your information and use in connection with the Services only. Except as expressly provided in these Terms, no part of our Services may be used by you for a commercial purpose without our express prior written permission.

THE SERVICES ARE PROVIDED BY THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR ANY DATA OBTAINED THROUGH THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY DATA OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY MAKES NO WARRANTY THAT ACCESS TO ANY THIRD-PARTY SYSTEM WILL BE AVAILABLE, CONTINUOUS, OR UNINTERRUPTED, OR THAT DATA FROM THIRD-PARTY SYSTEMS WILL BE ACCURATE OR COMPLETE. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; HOWEVER, WE EXCLUDE ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENTS, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THE AGREEMENTS AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE THEREOF. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES IS LIMITED TO THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (II) ONE HUNDRED DOLLARS (U.S. $100.00).

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE SECTION 1542, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.

You agree to indemnify, defend, and hold harmless the Company, including our affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (i) your breach of the Agreements or the documents they incorporate by reference; (ii) your violation of any law or the rights of a third party; (iii) any claim by an operator of a Third-Party System relating to the Company's access to such Third-Party System pursuant to your authorization; (iv) any claim that Access Credentials provided by you were invalid, revoked, or improperly obtained; or (v) any inaccuracy in your representations and warranties hereunder.

If you have a dispute with the Company, we invite you to reach out to us at support@kapwork.com so that we can try to resolve your concerns. If after thirty (30) days we are unable to amicably resolve any claim or dispute between us arising under the Agreements, then you agree to have your claim or dispute resolved through the Wyoming Chancery Court and waive any right to a jury trial. Invoice Owner hereby agrees to irrevocably and knowingly waive to the fullest extent permitted by law any right to a trial by jury in any action or proceeding arising out of the Agreements or the Services. Invoice Owner hereby acknowledges that the Wyoming Chancery Court conducts nonjury trials, alternative dispute resolution methods, and limited motions practice and shall have broad authority to shape and expedite discovery as provided in the rules adopted by the Wyoming Supreme Court to govern the Wyoming Chancery Court.

The validity, construction, performance, and enforceability of these Terms, the Agreements, and the Services shall be governed in all respects by the laws of the State of Wyoming, without reference to the choice of law principles thereof. By executing these Terms, the Agreements, or by using the Services, you hereby irrevocably consent to be subject to the exclusive jurisdiction of the Wyoming Chancery Court if applicable, or the courts of the State of Wyoming for any dispute or proceeding that arises out of or relating to these Terms, the Agreements, or the Services. You hereby waive any defense based on lack of personal jurisdiction which may have otherwise been raised in any such dispute or proceeding. You shall be responsible for the costs and fees, including reasonable attorneys' fees, that the Company incurs in enforcing this provision if you institute any proceeding or raise any defense in contravention of this provision.

You may not assign your rights under these Terms, including, without limitation, by operation of law or merger, without our prior written approval, and any attempt to assign these Terms without such prior approval is void. Our failure to enforce any right or provision of the Agreements will not be considered a waiver of those rights. If any provision of the Agreements is held to be invalid or unenforceable by a court, the remaining provisions of the Agreements will remain in effect. The Agreements constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have had between us regarding the Services.

If you have any questions or concerns about these Terms, please contact us at the following:

• Email to support@kapwork.com is the fastest and most-preferred way to reach us.
• Via Direct Mail: 24085 Summerhill Ave, Los Altos, CA 94024