Aspire Terms of Service

This Terms of Service Agreement (“Agreement”) governs your access and use of the Aspire website located at www.aspireapp.com, the Aspire mobile application (“Aspire App”) and platform (together the “Platform”) and the Services, as described below, by establishing a legal agreement between AFT US LLC (“Aspire”, “us”, “our” or “we”) and you (“you”, “your” or “Customer”). In this Agreement, the Customer and Aspire are individually referred to as a “Party” and collectively as the “Parties”.

You should download a copy of this Agreement and keep it for future reference, or you can ask us for a copy at any time. You can always see the most current version of this Agreement on our website.

By accessing and using the Platform and Services, you agree to be bound by this Agreement, as well as all agreements and policies referenced in this Agreement that apply to you, including without limitation our Privacy Policy, Acceptable Use Policy and Electronic Communications Consent Agreement. You agree to any supplemental terms specific to the Services you use, which become part of your agreement with us and are hereby incorporated herein (collectively, the “Terms”).

This Agreement may be modified by Aspire at any time by updating and posting a new version on the Platform or by otherwise notifying you of the revised Agreement. By continuing to use the Platform or Services, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use.

Please be aware that Section 15.7 contains provisions governing how to resolve disputes through binding arbitration and includes a class action and jury trial waiver. 

1. SERVICES 

Aspire’s Services. Aspire may periodically provide various Services which we may enable you to choose to use, including multi-currency account services, banking services, payout services, foreign exchange conversion services, and card services. By using the Services, you also agree to any additional terms specific to the Services you use. Aspire may impose interim or permanent restrictions on the use of all or any part of the Services based on factors such as applicable legal regulatory requirements, including those specific to your country of residence, identity verification requirements, or business requirements as described in the Acceptable Use Policy. Such restrictions will be communicated at the time of implementation or promptly afterward if immediate action is necessary.

Account Setup. Prior to the use of our Services, you must register and create an account with Aspire. Upon activation and approval of your Aspire account, you will gain access to our Platform and Services, some of which will acquire additional terms, terms and approval, as described below.

1.1. Banking Services. Qualifying business users may be able to use banking services through Aspire that are provided by Aspire’s banking service provider(s) (“Banking Providers”). By applying for banking services, provided by our Banking Providers, you acknowledge and agree that you have read, understood, and agree to be bound by the applicable agreements of the banking service provider(s). These may include demand deposit accounts and charge cards provided by one of our Banking Providers, depending on what services you choose. 

1. Eligibility
   
   1. To register for banking services and create a bank account through one of our Banking Providers, hereafter an “Aspire DDA Account”, you must be an authorized US business with a physical presence in the US consisting of of one or more of (a) your principal place of business; (b) an owner or director; or (c) one or more employee(s) operating at an address registered to the business., Please be aware that banking services are not available for individual consumers and you agree that you will not use Aspire’s banking services for personal, household or family purposes. We reserve the right to deny your application or discontinue your access to banking services for any reason. You hereby warrant that at all times during the term of this Agreement you are and will continue to be a legal business entity, excluding a sole proprietorship.
   2. You and/or the individual submitting your Aspire DDA Account application (hereafter, “Representative”) (if applicable) individually affirm to Aspire that (a) your Representative is authorized to provide information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Aspire may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.

2. Customer Due Diligence
   
   1. To comply with Applicable Law, we may conduct customer due diligence checks, as needed, on you, your directors, partners, ultimate beneficial owners, employees (as applicable), and Authorized Users, along with any parties involved in your transactions or use of the banking services, as applicable. You must provide complete, accurate, and current information at all times and promptly supply any additional information we require. We or our Banking Partners may withhold Services until we have received all necessary information and will not be liable for any loss resulting from your failure or delay in providing the requested information.
   2. You agree that we may, directly or through a third party, verify the information you provide, including checks on commercial databases or credit reports (with applicable consent). We may retain records of such checks as required by Applicable Law. We provide Customer Information to our Banking Providers to determine your eligibility for access to certain Services.
   3. Our provision of the Services is subject to: (i) successful completion of the customer due diligence; and (ii) no significant changes to your status during the term of these Terms.
   4. If you do not pass our customer due diligence checks, we reserve the right to deny you the Services without providing any reason.

3. Authorized Users
   
   1. You may appoint another individual in your business from time to time to use the Services and act on your behalf, in relation to your Aspire DDA Account (an “Authorized User”).
   2. You are responsible for ensuring each Authorized User is aware of and complies with this Agreement, any other agreements with Aspire related to the use of the Platform and/or any Services, and the Partner Terms. References to “Customer,” “you,” and “your” shall include Authorized Users where contextually appropriate.
   3. If you authorize any person to give Electronic Instructions on your behalf, you are responsible for their actions and omissions, including any liabilities and losses arising from payments or transactions initiated or authorized by them.
   4. Customers agree to the following:
      
      1. Authorized Users have the authority to provide Electronic Instructions for Services to Aspire on the Customer's behalf;
      2. Aspire will rely on the authority of the Authorized User, and the Customer will be bound by the actions of the Authorized Users until Aspire is notified in writing of any changes to their authorization;
      3. the Customer is responsible for ensuring appropriate persons are granted necessary authorisation as Authorized Users;
      4. Aspire may refuse access to Authorized Users if there are concerns about unauthorized or fraudulent access; and
      5. the Customer will promptly report to Aspire any infringements or unauthorized access to the Platform or any Services.
   5. Disputes between you and an Authorized User regarding your Aspire DDA Account or our Services are your responsibility. Aspire is not a party to any claim or dispute between you and your Authorized Users.

2. RECORDS AND DATA

2.1 We will treat all Electronic Instructions as final and unconditional when we receive them through the Platform. This means we shall be entitled (but not obliged) to effect such Electronic Instructions without your further consent and notice to you. Our records of Electronic Instructions and Services operations maintained by us or by any relevant person authorized by us shall be binding and conclusive on you for all purposes whatsoever. When we deal with you, we will treat all such records as final evidence and you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system. You hereby agree to waive any of your rights (if any) to object. This provision shall also apply to all records maintained by Providers where applicable. Similarly, you consent to us providing notices and documents to you electronically, including statements, updates to agreements, tax documents (if applicable) and other notices. Please refer to the Electronic Communications Consent terms.

3. BETA SERVICES

3.1 Aspire may make certain Services, features, or functionalities available to you, which we may designate as a beta, pilot, limited release, evaluation, or by a similar description, to be used in conjunction with or separate from the Services (“Beta Services”). You may accept or decline any such Beta Services at your sole discretion. You acknowledge that Beta Services may be unstable, feature-incomplete, contain bugs, and subject to erroneous output and operation. Aspire may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services for any critical or important functions without taking appropriate precautions to prevent loss or damage resulting from such use.

4. THE PLATFORM

4.1 You are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Platform. Aspire reserves all rights of the Platform that are not expressly granted herein. Aspire may terminate this license at any time without assigning any reason.

4.2 Your Aspire account, established when you first registered, gives you access to the Services and Platform functionality that Aspire may establish and maintain from time to time and in our sole discretion. Aspire may maintain different types of accounts for different types of users. The Services and Platform functionality available to you may vary. 

4.3 The Platform and Services may be available through different devices (for example, personal computers or mobile devices). The availability and features of the Platform and Services may vary depending on the type, system specifications, location and configuration of the device. 

4.4 Your and any Authorized Users’ access to the Platform and Services may be limited and subject to the Applicable Law of the country you or your Authorized User is located in. Aspire will not be responsible for any fees, charges and expenses such as data roaming charges or any other charges which may be imposed by your telecommunication or other service providers in connection with the access and use of the Platform and Services.

4.5 There may be circumstances where Aspire and/or the Partner may need to change the frequency and manner of use of the Services, transaction limits, operating hours and types of facilities and services. In certain situations, Aspire and/or the Partner may have to suspend the Services without giving you or your Authorized User prior notice. Under such circumstances, neither Aspire nor the Partner will not be responsible for any inconvenience, loss, damage or injury suffered by you, your Authorized User, or any other third party.

4.6 Aspire may introduce new or different forms of authentication service when you or your Authorized User wish to access the Platform and use the Services. Aspire may replace the authentication service from time to time without prior notice to you or your Authorized User.

5. FEES

5.1 Aspire may charge fees for the Services (“Fees”). The Fees are as described on the Platform. The Fees will be notified to you via the Platform, via an order form when you subscribe for the Services, or as otherwise separately agreed by you. The Fees may be subject to revision without prior notice to you or your Authorized Users. Your or your Authorized User’s continued use of the Services after any such revision constitutes your consent to the revised Fees.

5.2 The Fees will be deducted from your Aspire DDA Account or be invoiced to you for settlement in accordance with the terms specified on the Platform, your order form, or in the relevant invoice. If you do not make payment of the Fees by the relevant due date, Aspire may charge a late fee and interest on the overdue amount and be entitled to suspend your access to the Platform or use of the Services until the overdue amount is paid in full. 

5.3 If any amount owed to Aspire is outstanding, you agree that such outstanding amount may be deducted from your Aspire DDA Account, if we get your consent. If your Aspire DDA Account does not have enough funds to pay the amount owed to Aspire, or if you owe us Fees, interest or other amounts, or if we deem any transfer to be fraudulent, or if we need to reverse any transactions, Aspire may, at your own cost, take reasonable steps to recover these amount (such as taking legal action or restricting your Aspire DDA Account).

5.4 The Customer shall pay all invoiced amounts to Aspire in full without set-off or deduction of any kind on account of taxes, including where applicable goods and services, value added and/or withholding taxes. Accordingly, Aspire shall be entitled to gross up its invoices to include applicable taxes.

5.5 The Partner may separately charge you fees for the Partner Services it provides. You are responsible to the Partner for the settlement of such fees.

6. PARTNER SERVICES 

6.1 The Services may be made available or accessed in connection with services or products provided by certain Banking Providers or any other third party Partners, including our affiliates (“Partner Services”). Separate terms and conditions as well as privacy policies may apply to your use of Partner Services. We expressly disclaim any responsibility or liability for your use of and the performance of any Partner Service provided by a non-affiliated party. Unless otherwise indicated, such as with Banking Services, certain disputes arising from your use of a Partner Service must be resolved with that Partner directly, and not Aspire. When using a Partner Service, you may be subject to the Partner’s privacy policy and any personal information or data collected by that Partner is subject to the Partner’s own privacy policy.

7. INTELLECTUAL PROPERTY

7.1 The contents on the Platform may not be reproduced, transmitted, published, performed, broadcast, stored, adapted, distributed, displayed, licensed, altered, hyperlinked, or otherwise used in any manner without Aspire’s prior written consent.

7.2 All trademarks, service marks, logos used on the Platform, patents, rights to inventions, copyright and related rights, trade names and domain names, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of (and rights to apply for, renew or extend) (collectively, the “Intellectual Property Rights”), are the property of the Aspire Group and/or the respective third-party proprietors identified on the Platform. No license or right is granted, and access to the Platform and/or use of the Services should not be construed as granting any license or right to use any Intellectual Property Rights without prior written consent. No trademark, service mark, or logo used on the Platform may be used as a hyperlink or to mark any hyperlink to any Aspire Group member's site or any other site without Aspire’s prior written consent.

7.3 The Customer agrees that Aspire may include the Customer's name, trading name, logo, trade marks and general business information in Aspire’s promotional and marketing materials for the Services and on its websites, with consent. The Customer may at any time and upon reasonable notice in writing to Aspire request that Aspire ceases to use its name, logo, trade marks and general business information for these purposes.

8. Privacy and Use of Information

8.1 In order to provide the Services, you will be required to submit certain information to Aspire, including personal and/or confidential information about you, your business, Authorized Users and other relevant information, (combined, “User Data”). You agree that by using the Platform and our Services, User Data may be used, transferred and processed, as described in our Privacy Policy and the privacy policies of Banking Partners.

9. Disclaimer of Warranties

9.1 Aspire does not provide any warranty of any kind with respect to:

1. the Services, including warranties of accessibility, quality, provision or performance of any goods or services;
2. any content, including warranties of accuracy, adequacy, currency or reliability;
3. hyperlinks on the Platform to any other websites or content, which are not an endorsement or verification of such websites or content; and
4. the Partner Services.
   

9.2 The Services are provided "as is" and Aspire expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. Aspire does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contains and/or displays information that is current or up-to-date, or will operate in combination with your hardware, other software, third-party services, or Customer Materials. Although Aspire makes reasonable efforts to ensure the Services are free of viruses or harmful components, it cannot guarantee this. Aspire also cannot guarantee that the Services will not incur delays, interruptions, or other errors outside its reasonable, which are inherent in internet and electronic communications. 

9.3 Unless indicated otherwise, Aspire does not offer financial advice and the Customer must not treat any information displayed on the Platform as financial advice.

9.4 Any claims against or disputes that you may have with a Provider are to be settled between you and the relevant Provider, although complaints associated with Banking Services may be addressed with us. You agree that you will not claim against us or any member of the Aspire Group in this respect. Settlement of any claims or disputes that you have raised against Aspire will be processed in accordance with our internal policies and the Network Rules (where applicable). 

10. TERM, SUSPENSION, AND TERMINATION

10.1 This Agreement is effective when you start using our Services and continues until terminated by either you or us, or in accordance with the Provider account agreements or as otherwise set forth in this Agreement (the “Term”). You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. 

10.2 Aspire’s rights to terminate or suspend the Services. Aspire shall have the right to restrict, freeze or suspend the Customer’s use of or access to the Aspire DDA Account, the Platform and the Services, or terminate all or any part of these Terms and any of the Services with immediate effect without prior notice and without giving any reason if:

1. the Customer is in breach of Applicable Law;
2. the Customer has, or is reasonably suspected by us to have, breached the Terms or breached the Acceptable Use Policy;
3. the Customer has given Aspire false or inaccurate information, or Aspire has been unable to verify any information the Customer has provided;
4. the Customer notifies Aspire of, or Aspire suspects or identifies, any suspected or actual unauthorized transactions;
5. where we have reason to believe that the Customer is engaged in fraud, money laundering, terrorist financing or other illicit activity, or we find out about a continuing or potential dispute or any allegation of fraud or wrongdoing in the Customer’s organisation or the Customer’s management team or between the Customer’s directors, shareholders, Authorized signatories or the Customer’s partners;
6. where we have reason to believe that the Customer may cause us to breach our internal risk appetite policy; 
7. where a licensed partner of ours requests that we terminate Services/restrict the use of the Customer’s Aspire DDA Account;
8. we receive Instructions from the Customer’s representatives or any of the Customer’s directors or partners (whether or not the director or partner is an Authorized User) which contradict the Customer’s Electronic Instructions;
9. we are required to comply with Applicable Law, or any Applicable Law which we, or any Affiliate have to comply with makes it illegal to maintain or allow you to continue to use or access your Aspire DDA Account, the Platform or the Services;
10. we receive a lawful notification and request to do so from law enforcement, regulators, governmental bodies, or financial partners of members of the Aspire Group;
11. the Customer becomes subject to an Insolvency Event; and/or
12. a Force Majeure Event occurs that prevents you from performing any of your obligations under these Terms for a period exceeding one (1) month.

Where we are allowed under Applicable Law, we will tell you we have terminated, frozen, suspended or restricted your Aspire DDA Account as soon as we can. We will not be liable for any loss, damage, expense, cost, claim or proceeding, whether direct, indirect or consequential, which you or any other person may suffer or face due to us exercising any of our rights herein. 

When your Aspire DDA Account is terminated or suspended, we may at our discretion end all Services in connection with your Aspire DDA Account.

Upon the termination of your Aspire DDA Account, any accrued liabilities and all obligations under these Terms will remain continuing and we shall remain entitled to debit from your Aspire DDA Account any amount outstanding and owing to us, including any overdrawn amounts (if any), costs, expenses, fees, commission, charges and payments owing from transactions carried out before the termination of your Aspire DDA Account, and any other charges you owe on your Aspire DDA Account.

The rights conferred on Aspire under this Section 10 shall survive termination of this Agreement.

11. CUSTOMER REPRESENTATION AND WARRANTIES

11.1 You represent and warrant that:

1. you are a company that is eligible for the Services;
2. you have the full capacity, power and authority to enter into and perform your obligations under this Agreement;
3. you have obtained all necessary consents, approvals, and authorisations to enter into and perform your obligations under this Agreement;
4. your entry into and performance of these Terms do not:
   
   1. conflict with or result in the breach of or default under any provisions of your articles of incorporation or association, by-laws or any other constituent documents; and/or
   2. conflict with or result in the breach of any Applicable Law or other restrictions or obligations that your business is subject to;
5. all information provided by you to Aspire is accurate, complete, and up-to-date;
6. you will use the Services only for lawful purposes, for business purposes, and in compliance with these Terms and Applicable Law in connection with your use of the Services;
7. to your knowledge, you are not currently and have never been subject to any sanctions, investigations, or enforcement actions by any governmental or regulatory authority; and
8. you are not engaged in any fraudulent or unlawful activities and your use of the Services will not contravene any Applicable Law.
   

12. INDEMNIFICATION

12.1 You agree to indemnify, defend, and hold harmless Aspire and its Affiliates, officers, directors, employees, agents, representatives, and Banking Providers from and against any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable legal fees) arising out of or in connection with:

1. your breach of any term of the Terms;
2. any misrepresentation or breach of any representation or warranty made by you in this Agreement;
3. your violation of, or failure to comply with, any Applicable Law;
4. your violation of, or failure to comply with, the Acceptable Use Policy;
5. your use or misuse of the Services and the Platform, including any third-party claims made in connection with your actions or omissions;
6. a third party alleging that Aspire’s use of the Customer Materials as permitted by the Terms infringes any Intellectual Property Rights;
7. Aspire acting on any of your or any of your Authorized User’s instructions or which Aspire reasonably believe to have been made by you or your Authorized User; and
8. any content or data provided by you, including any claims that such content or data infringes the rights of any third party.
   

This indemnity shall survive the termination or expiration of this Agreement.

13. FORCE MAJEURE

13.1 Aspire and members of the Aspire Group shall not be liable for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond our reasonable control and includes, in particular (without limitation), the following:

1. Strikes, lock-outs, or other industrial action.
2. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster.
4. Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.
5. Impossibility of the use of public or private telecommunications networks.
6. Terrorist attack, nuclear, chemical or biological contamination, or extreme abnormal weather conditions.
7. Interruption or failure of a utility service including the internet, electric power, gas or water.
8. The acts, decrees, legislation, regulations, or restrictions of any government.
9. The imposition of a sanction, embargo or breaking off of diplomatic relations, or any change in Applicable Law.
10. Any other event that is outside of our reasonable control that materially affects our ability to perform any obligations under the Terms.
    

Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.

14. LIMITATION OF LIABILITY

14.1 You acknowledge and agree that, to the maximum extent allowable by law, Aspire will not be liable to you, any of your Authorized Users or any third party for any inconvenience, loss, damage, claim, cost or expense or embarrassment or injury incurred or suffered in connection with any of the following:

1. Any act, omissions or delay of any Affiliate or any other third party.
2. Any refusal or delay by any Affiliate or any other third party to authorise, process, facilitate or approve any transaction, funds transfer or reversal you wish to effect in connection with your Aspire DDA Account or any Service.
3. If you are deprived of the use of any goods, services, machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) as a consequence of any action, omission or delay by any Affiliate or any other third party.
4. The Platform, Aspire DDA Account or any Services not being available due to system or server maintenance or failure, the breakdown/non-availability of any network, any computer virus or malicious code, or any transmission interruption or failure.
5. The non-delivery, delayed delivery, misdirected delivery or the non-receipt of any Services.
6. Any damage to or loss of or inability to retrieve any data or information that may be stored in any microchip or circuit howsoever caused or any failure in the performance or function or breakdown or disruption of any of the Aspire's computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, by Aspire or in connection with Aspire's business or otherwise whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, products and systems or any one or more of them to accept, recognise, store, process and/or transmit dates or data with respect to dates. 
7. Any non-processing or delay in processing of Electronic Instructions by us or by any Provider through whom your Electronic Instructions are transacted.
8. Any transaction or Electronic Instruction initiated by you or your Authorized User being declined by any bank, financial institution, payment intermediary or other service provider.
9. Inaccurate or incomplete content, reliance on or use of the information provided on any channel and medium for any purpose.
10. Any disclosure of any information which you have consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under Applicable Laws.
11. Any unauthorized and/or unlawful access to our machines, data processing system or transmission link.
12. Any act of force majeure such as acts of God, war or warlike hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labour, power failures, delay in deliveries from sub-contractors.
13. You failing to comply with these Terms or in any way being involved in fraud, forgery or other unauthorized use of your Aspire DDA Account or any Service.
14. Any event outside our control.
    

Aspire and members of the Aspire Group shall not be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services or the Platform; (ii) any conduct or content of any third party on the Services or the Platform; (iii) any content obtained from the Services or the Platform; and (iv) any unauthorized access, use, or alteration of your transmissions or content, in each case howsoever caused or arising and whether arising directly or indirectly and whether or not foreseeable, even if Aspire is actually aware of or has been advised of the likelihood of such loss or damage.

In no event shall Aspire's aggregate liability for all claims relating to the Services exceed the amount you paid Aspire, if any, for accessing or using the Services during the 12 (twelve) month period immediately preceding the date on which the claim arose.

Nothing in these terms shall limit or exclude Aspire's liability for gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under Applicable Law.

The provisions of this Section 14 shall survive the termination or expiry of this Agreement.

15. COMMUNICATION AND CONSENT

15.1 Aspire shall be entitled (but not obliged), at its sole discretion, to rely and act on any Electronic Instruction, communication or request which Aspire in its sole opinion believes originates from you (whether orally or in writing (including by email) and whether in person or over the telephone, by facsimile, via the Platform or other means of telecommunication and whether genuine or with or without your consent or authority), and any action taken by Aspire pursuant thereto shall bind you.

Any Electronic Instruction, notice, certificate, report or document called for by or provided to Aspire (whether or not addressed to the Aspire) in accordance with or for the purpose of this Agreement may be relied upon by Aspire as sufficient evidence of the facts therein and shall, in the absence of manifest error, be conclusive and binding on the Customer, and Aspire shall not be responsible for any loss occasioned by acting or refraining from acting in reliance on any such Electronic Instruction, notice, certificate, report or document.

When you ask us to transfer funds, it is your responsibility to make sure that you give us complete, clear and accurate information so we can carry out your request.

Aspire shall not be under any duty to verify the identity of any person communicating purportedly as or on behalf of you.

Aspire may serve any writ of summons, statement of claim, statutory demand, bankruptcy application or other legal process or document in respect of any action or proceedings under this Agreement required by any relevant law, including without limitation, the rules of court or other statutory provisions, to be served on you by personal service, by leaving the same at, and/or sending the same by ordinary post, to the last known address (whether within or outside United States and whether such address is a post office box or is a place of residence or business) as may be provided or disclosed to Aspire or its solicitors. To the fullest extent permitted by law, you agree that such legal process or document is deemed to have been duly served on you even if it is returned undelivered: (a) on the date of delivery, if sent by hand and/or left at the last known address; or (b) on the date immediately following the date of posting, if sent by post. You further agree that service of such legal process is deemed to be good and effective service of such legal process on you and nothing in this Agreement shall affect Aspire's right to serve legal process in any other manner permitted by law.

15.2 By providing your contact information to Aspire in the course of using or expressing interest in our Services, you are providing express consent to be contacted at the phone number, mailing address, or email address you provided. In connection with the Services, Aspire may contact you regarding the Services by telephone, email, text, SMS, or postal mail. If you sign up to receive Aspire notifications via text or SMS, you may incur additional charges from your wireless provider for these notices and you will be solely responsible for such charges.

16. MISCELLANEOUS

16.1 Assignment. You and your Authorized Users are not permitted to assign, transfer, charge or subcontract any of your rights and obligations, whether in whole or in part, to any party without prior written consent from Aspire. This Agreement may be assigned by Aspire or Aspire Group without restriction.

16.2 Severability. The illegality, invalidity, or unenforceability of any provision of this Agreement under the law of any jurisdiction does not affect its legality, validity, or enforceability under the law of any other jurisdiction. Should any provision in this Agreement be deemed invalid, unlawful, or unenforceable under any applicable law, the remaining provisions shall remain in full force and effect and shall not be affected or impaired in any way.

16.3 No Waiver. No failure or delay by Aspire or any member of the Aspire Group in exercising any right or remedy under this Agreement will operate as a waiver of that right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

16.4 No Partnership or Joint Venture. Nothing in this Agreement will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorize any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

16.5 Lawful Use. Aspire DDA Accounts and Services may not be (a) used for any purpose that is unlawful or prohibited by the Terms, (b) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State.

16.6 Governing law and Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflict of laws. respect to its conflict of laws principles. Subject to the Binding Arbitration section below, all litigation shall be brought in the state or federal courts located in Delaware.

16.7 Binding Arbitration. For any eligible claim, dispute, or controversy with Aspire (a "Claim"), you agree to first contact us and attempt to resolve the dispute with us informally. In the unlikely event that Aspire has not been able to resolve a dispute it has with you after ninety (90) days, such dispute will be finally and exclusively resolved by binding arbitration, however for clarity, you don’t have to wait ninety (90) days to initiate arbitration. Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the Parties, whose decision will be final, except for a limited right of appeal under the FAA. Arbitration will be administered by the American Arbitration Association (“AAA”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with AAA’s Commercial Arbitration Rules. You may review AAA’s rules and procedures by visiting its website at www.adr.org. 

16.8 Class Action Waiver. To the fullest extent permitted by law, each Party agrees that any dispute arising out of or in connection with this Agreement will be conducted only on an individual basis and not in a class, consolidated or representative action. Each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Agreement or any of the transactions contemplated between the Parties.

16.9 Compliance with Legal and Court Orders. If Aspire receives a court order or other legal process or request, such as a subpoena or garnishment, we may take certain actions in order to comply with applicable legal or regulatory requirements. We may be required to provide information in our possession or control, hold or restrict funds, or suspend or limit your access to your Aspire DDA Account. Aspire reserves the right to decide in our sole discretion, which action is required or appropriate. We are not responsible to you for any losses you incur due to our response to such legal order. When permitted, we may provide you reasonable notice that we have received such an order.

17. DEFINITIONS

In this Agreement:

“AAA” has the meaning given in Section 16.7.

“Acceptable Use Policy” means the acceptable use policy of the Platform as set out on our website at https://aspireapp.com/tnc/acceptable-use-policy.

“Affiliate” means a legal entity that (a) owns or controls in whole or in part another legal entity, (b) is owned or controlled in whole or in part by one or more other legal entities or natural persons, or (c) is under common ownership or control in whole or in part with another legal entity.

"Aspire" means AFT US LLC, its successors and assigns;

“Aspire DDA Account” means the Customer’s demand deposit account which they have opened through Aspire with a Banking Provider.

“Authorized User” means any person authorized by you from time to time to use the Services and act on your behalf, in relation to your Aspire DDA Account.

“Applicable Law” means in any jurisdiction in which the Services are to be performed any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgement of a relevant court of law, including in relation to money service business, payment services, anti-money laundering, consumer and data protection.

“Aspire Group” means Aspire and its related entities, including any of Aspire’s subsidiaries, Aspire’s holding company and its subsidiaries (in each case wheresoever situated).

“Beta Services” has the meaning given in Section 3.1.

“Business Days” means Monday through Friday, excluding Saturdays, Sundays, or holidays in the United States.

“Claim” has the meaning given in Section 16.7.

“Customer Materials” means any systems, software, materials, data, content, logos, trade marks, trade names, documents and/or other equipment or materials provided by the Customer to Aspire and used by Aspire directly or indirectly in connection with the supply of the Services.

“Electronic Instruction” means any instruction, communication, order, message, data, information or other material from you or your Authorized Users in relation to the Services.

“Fees” has the meaning given to it in Section 5.

“Force Majeure Event” has the meaning given to it in Section 13.

“Intellectual Property Rights” has the meaning given to it in Section 7.2.

“Insolvency Event” means any corporate action, legal proceedings, or other procedure or step taken in relation to: (a) suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation; (b) a composition, compromise, assignment or arrangement with any creditor; or (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer.

“Network Rules” means the guidelines, bylaws, rules, agreements and regulations imposed by the financial services providers that operate payment networks supported by Aspire from time to time (including the payment card scheme operating rules for Visa, MasterCard, or American Express).

“Partner” means the relevant entity(ies) that provide(s) the Partner Services to you.

“Partner Services” means any service provided by a Partner that is available to you via the Platform from time to time.

“Partner Terms” means the terms and conditions for the Partner Services.

“Platform” means the electronic platform available at https://aspireapp.com/ (or such sub-domain or additional or replacement website(s)) that allows you to use the Services, and includes any mobile or desktop application through which the Platform may be accessed.

"Provider" means:

1. the relevant Partner or any other person (individual or non-individual) which offers services and/or products, directly or indirectly, through the Platform;
2. any person to whom we outsource certain functions or activities to allow us to operate and/or provide the Platform and relevant Services;
3. any government, regulator, law enforcement agency, financial institution, and ancillary service provider (for example, telecommunication, internet access, cloud network, logistics, facilities management, data centres, system hosting, call centres, equipment and software providers), agent or subcontractor involved in the provision of relevant Services; and
4. our agents or storage or archival service providers for the purpose of making, printing, recording, mailing, storage, and/or filing any documents or items on which such information appears.

“Representative” means an individual submitting your application for an Aspire DDA Account.

“Services” means any services by or through Aspire provided to the Customer.

“Terms” has the meaning given to it in the recitals.

“Term” has the meaning given to it in Section 10.1.