PLEASE READ THE TERMS OF THIS USER AGREEMENT ("Agreement") CAREFULLY. BY ACCESSING THE APACE WEBSITE OR USING APACE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT: 1). IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS THE APACE WEBSITE OR USE THE APACE SERVICE. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY. YOU SHOULD PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

STOP AND READ! — ARBITRATION AND CLASS ACTION WAIVER

THESE TERMS HAVE AN ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14 THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY OR COURT TRIALS OR CLASS ACTIONS. CAREFULLY REVIEW THESE SECTIONS BEFORE YOU AGREE TO THESE TERMS OR ACCESS THE APACE WEBSITE OR USE THE APACE SERVICE.

This Agreement also governs your use of this site ("Website"), your use of the Apace Service as described below, and your access to your Apace Account information and service through the Website (together, the "Apace Services" or "Services"). Unless otherwise specified, this Agreement applies to you regardless of where you are residing internationally. Using the Apace Services means that you have accepted all of the terms and conditions contained in this Agreement and the agreements on the Legal Agreements. You should read all of these terms carefully before creating an Apace Account or using the Apace Services.

The Agreement

1.1 The Parties to this Agreement

For all states not expressly listed below, this Agreement describes the terms between Apace ("we", "us" or "our") and you ("you", "your", "User", "Apace User") for the financing provided by Apace, the creditor, to you for the goods and/or services you purchased from the retail or online merchants that offer Apace as a payment method (“Apace Merchant”). Through this Agreement, Apace has extended you financing and the right to defer payment for the goods and/or services you have purchased. You agree to pay us pursuant to the terms of this Agreement.

1.2 Changes to this Agreement

Apace may unilaterally decide to amend this Agreement from time to time, including your credit limit, provided, however, that such amendments will not impose additional obligations on you concerning actions you had taken before the change became effective unless you specifically agree to such changes. You accept and agree to the amendments to this Agreement by continuing to use Apace services.

1.3 Your Eligibility

To be eligible to use the Services, you must be at least 18 years old and a resident of the United States or Nigeria. You represent and warrant that you are eligible to use the Services.

What is Apace?

2.1 The Apace Service

Apace is a payment processing platform designed to allow Users to finance and buy products from merchants today and pay for them later, through a down payment followed by installment payments (“Order”). To start using Apace, you need to open an Apace Account.

2.2 Your Promise to Pay

Before completing any transaction on your behalf through any Apace Services, Apace will secure your promise to pay for each Order by disclosing all terms and conditions applicable to that Order and securing your affirmative consent to those terms for that Order, including your promise to pay the amount of the goods and services financed by the Apace Merchant or Apace(“Promise to Pay”). By accepting this Agreement and confirming the financing of any purchases through the Apace Merchant or Apace, you give us the right to collect any unpaid portions of the financed purchase. All additional User fees incurred from account reactivation and rescheduled payments are solely for the purpose of: (i) keeping your Apace Account active; and (ii) you volunteering to reschedule a payment, neither fee is required as part of your Promise to Pay. Apace does not charge fees for account reactivation and rescheduling payments where prohibited by law.

2.3 Your Account

To become a User of the Apace Services, you must create an Apace User Account (aka “Apace Account” or “your Account”). By opening an Apace Account and accepting the terms as outlined in this Agreement, you attest that you are establishing your Account to enable yourself to finance the purchase of goods and services from Apace Merchants.

2.4 Account Security and First Time Activation

Apace does not charge to activate an account for the first time. Apace identifies User Accounts by the mobile phone number linked to the User Account. We use 2-factor authentication to secure your Account. The first factor is a Personal Identification Number or PIN. This number is created by you and can be changed at any time in your Account Profile. The second factor we use is a One Time Password ("OTP") sent via Short Message Service ("SMS") text to your mobile phone number or email address. The OTP proves that you have possession of your mobile phone number and the device you are using with Apace Services. Apace uses device identification techniques and algorithms to remove the need for the OTP when we recognize a previously identified and approved device.

To create a User Account, we require that you provide us with your mobile phone number and prove that you have possession of that device by entering an OTP. We then ask you to create a PIN and identify yourself. User identification properties that we ask for include, but are not limited to, first and last name, address, and date of birth.

BY PROVIDING YOUR MOBILE PHONE NUMBER TO US, YOU PROVIDE YOUR PRIOR EXPRESS CONSENT FOR US AND OUR SERVICE PROVIDERS TO SEND Apace OTP TEXTS TO YOUR NUMBER USING AN AUTODIALER.

2.5 Apace’s Role in the Order

Apace is not engaged in the sale of any goods or services financed by Apace. Apace does not have control of, or liability for, the products or services financed through the Apace Services. We provide a service that allows you to finance your purchase from Apace Merchants. If you have a dispute with an Apace Merchant, Apace provides a dispute resolution service in the Apace Account dashboard to aid in your dispute process.

2.6 Canceling Transactions

a. All requests for Orders and Services through Apace are subject to approval by Apace, at our discretion. We may choose not to approve an Order or provide financing for a product to you, or may cancel an approved Order before the goods or services are delivered or supplied, if: (i) we reasonably consider this necessary in order to: (A) protect the integrity of our systems or the products; (B) prevent fraud; (C) limit the risk of money laundering or terrorism financing; or (D) otherwise protect us against legal, regulatory or non-payment risk; (ii) you do not pass our verifications or checks; (iii) we suspect, or are aware, that you have breached this Agreement in a material respect (including by failing to make any payment due under this Agreement on the payment due date); or (iv) we otherwise reasonably consider the Order or request for financing to be suspicious.

If we cancel an approved Order or request for financing: (i) we will apply a full refund of any amounts you have paid to us to your bank account or card used for payment, and will cancel any future payments related to that Order; and (ii) you will have no obligation to make any further payments to us, and will not have any other ongoing relationship with us, with respect to that Order. Further, should we cancel an approved Order or request for financing, the Merchant will not be obliged to deliver the goods for that Order, unless required to do so by law. If you wish to proceed with the purchase from the Merchant, the Merchant may accept an alternative payment method in its discretion, or if required to do so by law.

2.7 Automatic Payments

By agreeing to these terms and conditions, you authorize Apace to make preauthorized electronic fund transfers from your designated account or payment device. Apace is a payment processing platform designed to allow Users to finance and buy products from merchants today and pay for them later, through a down payment followed by installment payments (“Order”). To start using Apace, you need to open an Apace Account.

A. Payment Schedule: Once we approve the financing for your Order, you will receive an email from us with confirmation of receipt of your Order and a Payment Schedule. This Payment Schedule email is your written confirmation that you have agreed to make regularly-scheduled electronic payments. You agree to make payment(s) in accordance with the Payment Schedule. You may make early payments through your Apace Account without any penalty or added fee; otherwise, Apace will automatically process payments in accordance with the due dates stated on the Payment Schedule. You authorize Apace to process such payments using the Payment Method details provided by you. If an Automatic Payment fails on any of the dates specified in your Payment Schedule, Apace reserves the right to re-attempt to process the payment at a later time(s) or date(s). (a) An ‘Automatic Payment’ is a payment, through the Payment Method you have chosen, that we will automatically process and collect. This 'Payment Method' can be a bank account or payment card. This Payment Method can be charged on a one-time or regular basis in agreed upon amounts as outlined in your Payment Schedule. You will have the option to select a preferred Payment Method when your Apace Account is being created. You can update or change your preferred Payment Method at any time via your Apace Account.

B. Authorization: Subject to the other terms of this Agreement, you hereby expressly consent to, authorize and instruct Apace to process and collect Automatic Payment amounts using any Payment Method on file, beginning with your preferred Payment Method for the amounts and on those scheduled dates set out in your Payment Schedule. You acknowledge that you are giving us the ability to collect or reverse variable payment amounts from or to this bank account or payment device, in accordance with your Payment Schedule and the terms of this Agreement. You authorize us to satisfy any monetary liability you owe us by:

Processing and collecting the payment using any of your preferred Payment Methods on file with us at a later time(s) or date(s);
Processing and collecting the payment using any other Payment Method which you have provided details of;
Offsetting the payment amount against any amounts we may owe to you; or
Any other legal means.

C. Sufficient Funds Required: You are responsible for ensuring that you have sufficient funds in your bank account or payment card available to make Automatic Payments on the dates specified in your Payment Schedule. You are liable for any fees or charges imposed by your Payment Method, except to the extent that such fees or charges arise as a result of our error or system failure. If you cannot make a payment or know that you have insufficient funds, you must provide us reasonable notice of 3 business days to change the payment method or payment date.

D. Error Correction: If we make an error, you must notify us within 60 days of receiving your statement from us. If we are timely notified, we will correct the error and reimburse you any fees or charges imposed as a result of our error or system failure. To file a claim, email ……@useapace.com Please provide us with a copy of the relevant records so we can locate your account and identify the issue.

E. ACH Payments: You understand that payment authorizations on your bank account is to remain in full force and effect until Apace has received written notification from you of its termination at least 3 business days prior to the payment date. To revoke your payment authorization, you must contact …….@useapace.com at least 3 business days prior to the scheduled payment date. This only applies to ACH payments.

2.8 Account Deactivation and Reactivation

If you have outstanding amounts owed to us for an Order that have not been paid according to your Payment Schedule, as adjusted for any payments rescheduled that we agreed to, and that payment failure continues for more than 2 days after the date the payment was due, then we have the right to deactivate your Apace Account. Upon deactivation, you will still have access to your Apace Account; however, you will not be able to make additional purchases using Apace’s Services until you have reactivated your Apace Account. After deactivation, you are still required to make payment for each Order according to your Payment Schedule and this Agreement. You can reactivate your Apace Account by voluntarily paying us: (i) any past due payments owed to us for each Order according to your Payment Schedule, as adjusted; and (ii) any outstanding Account Reactivation Fees. We will attempt to process Failed Payments and collect any related Account Reactivation Fees by using the payment methods you have provided us. If we successfully process all existing Failed Payments and Account Reactivation Fees, your Apace Account will then be returned to an active status. Where prohibited by law, Apace does not charge fees for account reactivation and rescheduling payments.

2.9 Authorization to Credit Your Account

In some cases, such as a refund or a service credit, Apace may be required to submit a payment to your bank account or card on file. You grant Apace the right to perform these payments to your account(s) on file with us.

Using Apace

3.1 Purchases

You can use Apace to pay for purchases of goods and services from Apace Merchants by using Apace functionality on Apace Merchant sites and interfaces. Payment mechanisms for your down payment and installment payments may include but are not limited to, bank accounts, credit cards, and debit cards. If a bank account is used as your selected payment method, you are requesting an electronic transfer from your bank account. For these transactions, Apace will make electronic transfers from your bank account in the amount you specify. You agree that you grant authorization to Apace to make the transfers from any of your bank account(s), debit card(s) and/or credit card(s) to fulfill your down payment, or a missed or failed payment. You give Apace the right to resubmit any transaction you authorized that is returned for insufficient or uncollected funds or any other reason.

3.2 Purchase Size Limits

We may, at our discretion, impose limits on the amount of money you can use to purchase goods or services through the Apace Services.

3.3 Refused and Refunded Transactions

When you make a purchase with Apace, the Apace Merchant is not required to accept your payment. You agree that you will not hold Apace liable for any damages resulting from a Apace Merchant’s decision not to accept a payment made through the Apace. Any unclaimed, refunded or denied payment will be returned to the original Payment Method. We will return any unclaimed payment to you within 30 Days of the date you initiated payment.

3.4 Payment Review

Payment Review is a process by which Apace reviews certain potentially high-risk transactions. If a payment is subject to Payment Review, Apace will place a hold on the payment and provide notice to you and the Merchant. Apace will conduct a review and either clear or cancel the payment. If the payment is cleared, Apace will provide notice to you and the Merchant. Otherwise, Apace will cancel the payment and the funds will be returned to the User.

3.5 Contact Apace

If you have concerns or questions with your account, please contact …@useapace.com. You must also open a Dispute within 60 Days of the date you sent the payment. If you have received a recovery related to such purchase from another source, you are not allowed to additionally receive recovery with Apace. Unauthorized Transactions: If your problem is an Apace transaction that you did not Authorize, please contact Apace at …..@useapace.com to report the unauthorized transaction. All Other Transactions: For Apace to help you, you must have an Account in good standing, have purchased the item with Apace, and be on time with all installment payments to date.

3.6 Dispute Management

Apace encourages Users to communicate with Merchants directly to manage any purchase disputes. Apace Services provides a dispute management system within the User Account portal to enable better communications with Apace Merchants. Apace is not a party to any purchase dispute. Our role in disputes is limited to creating a communications and dispute management portal for User and Merchant Accounts.

3.7 Bank Accounts

When you log into your bank account to connect your bank account(s) to your Apace Account, Apace will store information related to all accounts connected to this bank connection. Apace reserves the right to initiate payments and withdraw funds from any bank account(s) on file at any time in order to collect all payments, including delinquent payments. Accounts include saving accounts and non-primary checking accounts.

Credit Analysis and Reporting

4.1 Credit Reports

If you open an Apace Account, you are providing Apace with express authorization to obtain your personal credit report from a credit bureau. We are using this credit report as a supplement to our 'Know Your Customer' processes and to identify any business risks that may exist to Apace in offering financing to you.

4.2 Credit Reporting

A credit report may be requested in connection with your application to use Apace or in connection with this Agreement. You give us and our agents, successors, and assigns permission to access your credit report in connection with any transaction, or extension of credit, and on an ongoing basis, for the purpose of reviewing this Agreement, taking collection action on this Agreement, or for any other legitimate purposes associated with this Agreement. Upon your request, you will be informed of whether or not a consumer credit report was ordered, and if it was, you will be given the name and address of the consumer reporting agency that furnished the report. As required by law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations.

4.3 Proprietary Analysis

Apace uses proprietary analysis tools to evaluate your ability to successfully complete your installment payments with Apace. Apace reserves the right to alter its analysis algorithms at any time and without notice to you.

Zero Interest Charges

5.1 Apace Charges No Interest For Purchases

We charge no interest to you in connection with using your Apace Account to make purchases with our service. THERE ARE NO FINANCE CHARGES AND NO INTEREST PAYMENTS ASSOCIATED WITH THIS AGREEMENT.

Fees

6.2 Rescheduling Convenience Fees

We charge a rescheduling convenience fee of up to N5,000.00 to allow a User to delay the Payment Schedule (up to 2 weeks). We waive this fee once per order, and we limit reschedules to a total of three reschedules per order.

6.1 Account Reactivation Fees

If you fail to make a scheduled payment according to your Payment Schedule, as adjusted for any rescheduled payments that we agreed to, and that payment failure continues for more than 2 days after the date the payment was due (“Failed Payment”), then we will apply an account reactivation fee up to N10,000.00 (“Account Reactivation Fee”) and deactivate your ability to make any additional purchases using Apace’s Services. Once deactivated, you will still have access to your Account, but you will not be able to make any additional purchases. An Account Reactivation Fee will be applied one time for each account deactivation per order.

Our Communications

7.1 Notices to You

You agree and consent to Apace providing you Communications about your Account and the Apace Services electronically. Any electronic Communications will be considered to be received by you within 1 hour after the time we post it to our website or email it to you. Any Communications sent to you by postal mail will be considered to be received by you 3 Business Days after we send it.

7.2 Notices to Apace

Notices to Apace must be sent by postal mail to: Apace Technology Solutions Limited., Attention: Apace Legal Notices, Plot 8, Providence Street, Lekki Phase 1, Lagos.

7.3 Contacting You

To contact you more efficiently, we may contact you using calls or text messages to the telephone number(s) you have provided us. We may place such calls or texts to: (i) send you OTP text messages; (ii) provide you notices regarding your Account or Account activity or transactions, (iii) investigate or prevent fraud regarding your Account, (iv) collect a debt owed by you to us; or (v) provide any other informational or transactional message related to your Account. We may share your phone number(s) with service providers with whom we contract to assist us in making these calls and texts to you, but we will not share your phone number(s) with third parties for their own purposes without your consent.

YOUR CONSENT FOR AUTOMATED CALLS AND TEXTS

BY PROVIDING A PHONE NUMBER TO US, YOU PROVIDE YOUR PRIOR EXPRESS CONSENT FOR US AND OUR SERVICE PROVIDERS TO MAKE CALLS AND TEXTS TO YOUR NUMBER USING AN AUTODIALER OR AN ARTIFICIAL OR PRERECORDED VOICE TO CARRY OUT THE PURPOSES WE HAVE IDENTIFIED ABOVE.

To opt-out of automated calls and texts from us, reply STOP to any text from us at any time. You agree to and will then receive a single final text message confirming your opt-out.

We and our service providers will not use autodialed or artificial or prerecorded message calls or texts to contact you for marketing purposes at the telephone number(s) you designate unless we receive your prior express written consent. Standard telephone minute and text charges may apply. You, not us, will be solely responsible for any carrier charges because of calls or texts from us. You warrant and represent that you are either the account holder of any phone numbers you provide to us, or you have the express permission of the account holder to provide such numbers

7.4 Recording Calls

You understand and agree that Apace may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Apace or its service provider or agents for quality control and training purposes or its protection or recordkeeping purposes. You acknowledge and understand that, while your communications with Apace may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Apace, and Apace does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Your Privacy and Our Privacy Policies

8.1 Your Privacy

Protecting your privacy is very important to Apace. Please review our Privacy Policy to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information.

8.2 Password Security and Keeping Your Data Current

You are responsible for maintaining adequate security and control of any and all IDs, OTPs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Apace Services.

Our Intellectual Property and Your Use of It

9.1 Intellectual Property

"useapace.com," "Apace", “Apace, Inc.”, “Apace Technology Solutions Limited” and all logos related to the Apace Services are either trademarks or registered trademarks of Apace or Apace’s licensors. You may not copy, imitate or use them without Apace’s prior written consent. Also, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of Apace. You may not copy, imitate, or use them without our prior written consent.

Identifying You

10.1 Identity Authentication

You authorize Apace, directly or through third parties, to make any inquiries we consider necessary to validate your identity. We may ask for your National Identification Number or to see your National Identity Card or other identifying documents at any time. Apace reserves the right to close, suspend, or limit access to your Account, Apace and all Apace Services in the event we are unable to obtain or verify this Information.

Activities Restricted Throughout Apace Services

11.1 Restricted Activities

In connection with your use of our website, your Apace Account, Apace, Apace Services, or in the course of your interactions with Apace, Apace Merchants, other Users, or third parties, you will not:

- Breach this Agreement, or any other agreement or policy that you have agreed to with Apace, or engage in any activities that violate any applicable law, statute, regulation or ordinance;
- Infringe Apace's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- Act in a manner that is defamatory, trade libelous, threatening or harassing to Apace;
- Provide false, inaccurate or misleading information;
- Pay any obligation to us with stolen funds, ill-gotten gains, or fund procured through ID theft or fraud;
- Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
- Attempt to double dip during a dispute by receiving or attempting to receive funds from both Apace and the Merchant or bank for the same transaction;
- Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;
- Conduct your business or use the Apace Services in a manner that results in or may result in complaints, Disputes, Reversals, fees, fines, penalties or other liability to Apace, other Users, third parties or you;
- Use your Account or the Apace Services in a manner that Apace, or any other electronic funds transfer network reasonably believes to be an abuse of any bank transfer system or a violation of card association or network rules;
- Provide yourself a cash advance, wire or money transfer (or help others to do so);
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website, mobile App or the Apace Services;
- Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers; Use the Apace Services to test payment behaviors;
- Circumvent any Apace policy or determinations about your Account such as temporary or indefinite suspensions or other limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Apace Account(s) when an Account has been restricted, suspended or otherwise limited; creating new or additional Apace Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Apace Account;
- Harass or threaten our employees, agents, or other Users.

11.2 Unlawful Internet Gambling Notice

Restricted transactions as defined chapter 22 of the Criminal Code Act of 1990 or other gambling regulations are prohibited from being processed through your Account or your relationship with Apace. Restricted transactions include, but are not limited to, transactions in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with unlawful Internet gambling.

Liability

12.1 Actions by Apace - Court Orders or Other Legal Process

Apace, in its sole discretion, may take various actions including any limitation on your Account in the event it receives notice of a court order or other legal process that restricts the use of or access to your Account. Apace will give notice of a limitation it makes to comply with a court order or other legal process, unless the court order or other process directs that Apace does not provide you notice, in which case the court order or other process supersedes any notice obligation Apace has undertaken or agreed to under the terms of this Agreement. Apace has no obligation to contest or appeal from any such order or process. Apace will decide in its sole discretion the appropriate scope of a limitation to assure compliance with a court order or other legal process.

If you intend to file or have filed bankruptcy, send all required notices to ….@useapace.com. The notice must be typed (not handwritten), contain your name and account number, and provide information about the bankruptcy court and date of filing. If you do not comply with this notice procedure, we may not be able to correctly update your account to prevent collection notices or calls.

12.2 Actions by Apace - Account Closure, Termination of Service, Limited Account Access; Confidential Criteria

If we close your Account or terminate your use of the Apace Services for any reason, we will provide you with notice of our actions. Except as expressly provided otherwise in this Agreement, if we limit access to your Account, including through a Reserve or hold, we will provide you with notice of our actions; we will also provide you with an opportunity to request restoration of access if, in our sole discretion, we deem it appropriate. Further, you acknowledge that Apace’s decision to take certain actions, including limiting access to your Account by placing holds or imposing Reserves, may be based on confidential criteria that are essential to our management of risk and the security of Users’ Accounts and the Apace system. You agree that Apace is under no obligation to disclose the details of its risk management or security procedures to you.

12.3 Limitations of Liability

IN NO EVENT SHALL WE, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF APACE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, EMOTIONAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION TO DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR RELATING TO OUR WEBSITE, THE APACE SERVICES, PRODUCTS FINANCED BY APACE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT FINANCIAL DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, APACE, OUR PARENT, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER EMOTIONAL OR INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM:

(1) YOUR USE OF OR YOUR INABILITY TO USE APACE’S SITES AND SERVICES;
(2) DELAYS OR DISRUPTIONS IN APACE’S SITES AND SERVICES;
(3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING APACE’S SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO APACE’S SITES OR SERVICES;
(4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN APACE’S SITES OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM;
(5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES;
(6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;
(7) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS USER AGREEMENT OR APACE’S POLICIES. APACE RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS USER AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.

12.4 No Warranty

THE APACE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. APACE, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF APACE, OUR PARENT OR OUR AFFILIATES, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Apace does not have any control over the products or services that are paid for with Apace and Apace Services, and Apace cannot ensure that a Merchant you are dealing with will complete the transaction or is authorized to do so. Apace does not guarantee continuous, uninterrupted or secure access to any part of the Apace Services, and operation of our site may be interfered with by numerous factors outside of our control. Apace will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and debit cards are processed in a timely manner but Apace makes no representations or warranties regarding the amount of time needed to complete processing because the Apace Services are dependent upon many factors outside of our control, such as delays in the banking system or the mail service. Certain Apace Services may not be available to you based on residency, geographic location or other eligibility criteria.

Leaving Apace

13.1 How to Close Your Account

You may close your Account at any time by following the instructions in your Account Profile. If you end your Apace membership, we will continue to furnish information to credit reporting agencies regarding activity and amounts due and owing for up to ninety (90) days after the termination of membership.

13.2 Limitations on Closing Your Account

You may not close your Account to evade an investigation. If you attempt to close your Account while we are conducting an investigation, we may hold your Account open for up to 180 Days to protect Apace, Merchants, its Affiliates, or a third party against the risk of Reversals, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Account even after the Account is closed.

Disputes with Apace

14.1 Contact Apace First

If a dispute arises with Apace, our goal is to learn about and address your concerns as soon as possible. Disputes with Apace regarding the Apace Services may be reported by emailing ….@useapace.com or by calling (phone number) from 9 AM to 5 PM WAT. Also, should you feel any information in your Apace Account is incorrect, please contact us immediately.

14.2 Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this User Agreement, this User Agreement is entered into by the parties in the State of Delaware and the Federal Republic of Nigeria. The laws of the State of Delaware and the Laws of the Federal Republic of Nigeria without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Apace.

14.3 Agreement to Arbitrate and Class Action Waiver

You and Apace each agree that any and all disputes or claims between you and Apace arising from or in any way relating to this Agreement, your Apace Account, the Apace Services, our website, or your transactions or relationships with Apace, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Agreement to Arbitrate is intended to be broadly interpreted. Notwithstanding the choice of law provision above, Arbitration and Conciliation Act , Chapter 18, Laws of the Federation of Nigeria 2004 and the Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

14.3.1 Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND APACE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION, ARBITRATION OR PROCEEDING. UNLESS BOTH YOU AND APACE AGREE OTHERWISE, THE ARBITRATOR(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

14.3.2 Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator(s) also must follow the terms of this User Agreement as a court would. All issues are for the arbitrator(s) to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of subsection (14.3.1) of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.

The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Intended Beneficiaries of the Arbitration Agreement and Class Action Waiver: An Intended Beneficiary of the arbitration provision and class action waiver may enforce them in full with respect to any claims between them on the one hand and you on the other arising from or in any way relating to this Agreement, your Apace Account, the Apace Services, our website, or your transactions or relationships with Apace. Intended Beneficiaries are our agents, principals, representatives, directors, officers, shareholders, governors, managers and members. Intended Beneficiaries also are our parents, subsidiaries, affiliates, partners, licensees, attorneys, predecessors, successors, joint venturers, contractors, assigns, designees, Apace Merchants, servicers, and service providers. A service provider is any THIRD-PARTY providing us or any Intended Beneficiary any goods or services arising out of or in any way relating to this Agreement or your access or use of the Apace Account or Apace Services. Intended Beneficiaries include past, present, and future persons listed in this paragraph. The arbitration provision and class action waiver may be enforced by or against any person or entity purporting to bring claims on your behalf, including any agent, representative, executor, guardian, or trustee. The arbitration provision and class action waiver may also be enforced by or against any person or entity who acquires any right or interest that, but for the transfer of the right or interest, would have belonged to us or an Intended Beneficiary of this arbitration agreement.
Costs of Arbitration: Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules unless otherwise stated in this Agreement to Arbitrate. At your request, Apace will pay as much of the filing, administration, and arbitrator fees as the arbitrator(s) deem necessary to prevent the cost of accessing the arbitration from being prohibitive. In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Apace for all fees associated with the arbitration paid by Apace on your behalf that you otherwise would be obligated to pay under the AAA's rules. Apace will pay your reasonable attorney’s fees if you Prevail on the matter in arbitration. For purposes of this Section, “Prevail” means to be awarded at least 80% of the initial demand.
Severability: With the exception of any of the provisions in subsection (14.3.1) of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief"), if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a court decides that any of the provisions in subsection (14.3.1) of this Agreement to Arbitrate ("Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the User Agreement will continue to apply.
Arbitration Opt-Out Procedure: IF YOU ARE A NEW APACE USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO APACE TECHNOLOGY SOLUTIONS LIMITED., ATTN: LEGAL DEPARTMENT, PLOT 8, PROVIDENCE STREET, LEKKI PHASE 1, LAGOS. You must file any opt-out notice with ….@useapace.com. Opt-outs must include the subject line “Opt-Out” and the email body must include your name, address, phone number, and the email address(es) used to log into the Apace account(s) to which the opt-out applies. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the User Agreement, including all other provisions of this Section will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us. If you opt out of arbitration, we reserve the right to terminate our relationship with you.
Future Amendments to the Agreement to Arbitrate: Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Apace prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Apace. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.useapace.com at least 30 days before the effective date of the amendments. If you do not agree to these amended terms, you may close your account within the 30 day period, and you will not be bound by the amended terms.
Insolvency Proceedings: If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, Apace will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
No Waiver: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
Indemnification: You agree to defend, indemnify and hold Apace, our parent, Affiliates and the officers, directors, agents, joint venturers, employees, merchants and suppliers of Apace harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the Apace Services, and/or your violation of any law or the rights of a third party.
Assumption of Rights: If Apace pays out a Refund on a Dispute that you file against an Apace Merchant, you agree that Apace assumes your rights against the Apace Merchant and third parties related to the payment, and may pursue those rights directly or on your behalf, in Apace's discretion.
Release of Apace: If you have a dispute with one or more Merchants, you release Apace (and our parent, our Affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers) 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 your dispute with one or more Merchant. In entering into this release, you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

General Provisions

15.1 Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without Apace’s prior written consent. Apace reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

15.2 Complete Agreement

This Agreement, along with any applicable policies and agreements on the Legal Agreements page on the Apace website, sets forth the entire understanding between you and Apace with respect to the Apace Services. Sections which by their nature should survive will survive the termination of this Agreement, including, but not limited to, Section 14. Unless stated otherwise in this Agreement, if any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced.

NOTICE TO CONSUMER:

Do not sign this Agreement before you read it.

You are entitled to a copy of this Agreement.

You may prepay the unpaid balance at any time without penalty.

Oral agreements or commitments to loan money extend credit or to forbear from enforcing repayment of a debt, including promises to extend or renew such debt, are not enforceable. To protect you (borrower(s)) and us (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

Terms of Service

Introduction