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Revised November 10, 2025

AP Copilot is a business unit of Global Sourcing Group Inc. d/b/a Sakon, which has offices at 300 Baker Avenue, Suite 280, Concord, MA 01742 and 44 Lakeside Avenue, Suite 111, Burlington, VT 05401. Sakon owns and operates the AP Copilot business unit, as well as the technology and services provided.

By your authorized representative clicking “I agree,” you acknowledge that you have read and agree to this AP Copilot User Account Agreement (“User Account Agreement”).  This User Account Agreement is a binding legal agreement between Company and Sakon. This User Account Agreement governs your user account (“AP Copilot Account”) and use of the Services.  In this User Account Agreement, “Company,” “you” or “your” means the company that is requesting or has opened an AP Copilot Account to use the Services, and “we”, “us”, or “our” means Sakon by and through its business unit AP Copilot, Inc. and Sakon's successors and assigns, unless stated otherwise.  “Service Partner” means a bank, financial institution, card issuer, our affiliate, or other service provider that provides services directly related to one or more Services.  
 
References to “User Account Agreement” mean this agreement and any agreements incorporated herein by reference, which includes, but is not limited to, the AP Copilot Rewards Terms & Conditions, AP Copilot Privacy Policy, Data Processing Addendum, and CFSB’s Privacy Policy.

For your awareness, Section 11 of this User Account Agreement includes a binding arbitration agreement.  Please read this User Account Agreement and save a copy for your records.  We may make changes to this User Account Agreement from time to time, with or without notice to you.  Except as otherwise provided in this User Account Agreement, your continued use of the AP Copilot Account or Services constitutes your acceptance of such changes.

1. User Account Eligibility; Nature; Use Limitations

1.1.  Eligibility; Account Nature.  AP Copilot Accounts may be opened only by business entities or sole proprietors that are duly organized and authorized to operate in the United States.  To open an AP Copilot Account, such business entities or sole proprietors must also be in good standing under the laws of the state under which they are organized or operate and have a valid U.S. Employer Identification Number (EIN) or, in the case of sole proprietors, a valid U.S. social security number.  AP Copilot Accounts and Services may only be used primarily for commercial or business purposes.  Similarly, you represent and warrant that any bank account, from which you transfer funds into the Wallet or that you designate to receive funds from the Wallet, is not used primarily for personal, family, or household purposes.  You understand that certain consumer protection laws do not apply to the Services and transactions facilitated through your AP Copilot Account.

1.2.  Authorized User.  You represent and warrant that any individual requesting an AP Copilot Account, entering into this User Account Agreement, receiving notices for you, submitting payment instructions, providing information to us, or otherwise taking action with respect to your AP Copilot Account is an authorized representative of the Company with the authority to take such actions on the Company’s behalf (“Authorized User”).  The Company may add or remove Authorized Users through a process designated by us.  You understand that Authorized Users are responsible for monitoring the Company’s AP Copilot Account and use of Services.  We may set reasonable limitations on the number of Authorized Users per AP Copilot Account.  You understand that you are solely responsible for the actions or omissions of Authorized Users.

1.3. Account Use Limitations.  Your AP Copilot Account may be used only to access the Services as described in this User Account Agreement.  Your AP Copilot Account or Services may not be used for fraudulent or illegal purposes or for any activities that we have notified you are prohibited.  During the term of this User Account Agreement, you represent and warrant that no payments or transactions facilitated through the AP Copilot Account or the Services involve 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.  We or our Service Partners may refuse or delay the processing of any transaction that we or the Service Partner believe violates the terms of this User Account Agreement or applicable law including, but not limited to, foreign las.  You are responsible for monitoring the transactions that are facilitated through your AP Copilot Account.  

2. Required Information and Updates

2.1.  Data Submission and Sharing. You must provide us with certain data regarding your business and individuals associated with your business to request and maintain an AP Copilot Account and access the Services, including, but not limited to, information on your “beneficial owner(s)” as defined under federal law. Such business data may include your registered business name, business address, ownership details, contact information, including email and phone number, tax identification number, the nature of the business, financial information, details of linked bank accounts, and other business information that we may require or request from time to time (“Business Data.”)  You may also be asked to provide data on individuals associated with your business including, but not limited to, their names, contact information, personal addresses, social security numbers,  dates of birth, and government-issued identification (“Sensitive Personal Data”).  You represent and warrant that such individuals have authorized you to share their Sensitive Personal Data with us in connection with the AP Copilot Account and the Services.  

In connection with using the Services, you must provide certain data regarding vendors or businesses to whom you plan to send funds.  Such data may include the vendor’s name, amount owed, vendor’s contact information, and vendor’s account information (“Vendor Data”).  You represent and warrant that no such vendor or business have restricted you from providing this Vendor Data in connection with your AP Copilot Account.

To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires that financial institutions obtain, verify, and record information identifying companies and their beneficial owners. 

You authorize us to share Business Data, Sensitive Personal Data, Vendor Data, and other information that you provide to us with our Service Partners and other service providers for any purpose related to the AP Copilot Account and the Services including, but not limited to, verifying the information or your eligibility for services, and in accordance with our Privacy Policy or Data Processing Addendum (as applicable).  You authorize us to use Business Data, Sensitive Personal Data, Vendor Data, and other information for any purposes related to your AP Copilot Account. 

2.2. Updating Information; Notice of Change.  You will keep all Business Data, Sensitive Personal Data, Vendor Data, and other information that you previously provided to us current, complete, and accurate at all times during the AP Copilot Account opening process and while any of your AP Copilot Accounts are open.  Upon request, you must provide additional information to us about your business or individuals associated with your business to assess your financial condition, for verification purposes, to satisfy legal requirements, or for other legitimate business purposes.  

You must promptly notify us in writing if any of the following events occur with respect to you:  (1) the nature of the Company’s business changes significantly; (2) there is a change of “beneficial owner,” as defined under federal law, (3) there is a material change in the control or ownership (whether direct or indirect), including transfer or sale of 25% or more of assets; (4) there is a planned or anticipated liquidation or voluntary bankruptcy or insolvency proceeding, (5) involvement in a regulatory proceeding in which claims are asserted that may result in a material monetary penalty or materially impact the Company’s financial condition or business operations; (6) receipt of a judgment, writ or warrant of attachment or execution, lien, or levy against 25% or more of the Company’s total assets; or (7) engagement in any activities that we have designated as prohibited or restricted.

We may suspend or terminate this Agreement or certain Services if you fail to provide the information that we request in a timely manner. 

3. Services

3.1. Services Generally.   Opening an AP Copilot Account enables you to send payments to companies or individuals that you select subject to the terms and conditions below (“Payment Services”).  From time to time, we may enable you to access other services or features through your AP Copilot Account.  Together, “Payment Services” and any other services or features you access through your AP Copilot Account are “Services.”

In connection with certain Services, we or a Service Partner may require you to enter into an additional terms and conditions governing the Services.  You understand that the availability of such Services, or continued access or use of specific Services, may be subject to entering into the supplemental agreements. Any such supplement agreement will be incorporated into this User Account Agreement by reference.  In the event of a conflict between this User Account Agreement  and any supplement agreement, the supplement agreement will govern.

3.2. AP Copilot Wallet.  To use Payment Services, you must transfer funds from an external business bank account to a digital wallet associated with the AP Copilot Account (“Wallet”).  The funds in your digital wallet will be held in a non-interest bearing pooled bank account that is maintained “for the benefit of” AP Copilot users at Community Federal Savings Bank, Member FDIC, or another depository institution that we partner with from time to time.  

3.2.1.  Limited Use Wallet.  The Wallet may only be used in connection with Payment Services.  The AP Copilot Wallet is not a general deposit or savings account that you may use for any purpose. 

3.2.2. Adding Funds To Your Wallet.  Subject to any amount or frequency limitations that we or a Service Partner may establish, you may transfer funds into your Wallet by transmitting an ACH credit from your external business bank account to the custodial account designated in your AP Copilot Account.  

3.2.3. Funding Delays.  Funds in transit are not eligible for use with the Payment Services.  Funds must be settled in the Wallet before they can be used to pay an invoice or bill or available for a Cash Out.  The ACH system may experience processing delays or other interruptions that prevent funds transferred into your Wallet from being immediately available for use with Payment Services.  You should monitor the amounts in your Wallet and transfer funds into your Wallet a few days prior to using Payment Services to allow for processing. We, our Service Partners, and other service providers are not responsible for any delays, costs, or other harms that you may incur as a result of delays with transmitting funds into your Wallet. 

3.2.4.  Cash Outs from Your Wallet.   You may transfer available funds in your Wallet to your external business bank account by designating the account and transfer amount in your AP Copilot Account (“Cash Out”).  We reserve the right to request additional information regarding any bank account that you designate to receive funds from your Wallet.  You authorize these funds to be sent from your Wallet to your designated bank account through an ACH transfer.   Typically, ACH transfers take up to three (3) business days to appear in your bank account, but funding delays are possible.  ACH transfers are the only way you may receive funds from your Wallet.  We are under no obligation to make funds available through any other payment method, including, but not limited to, cash.  

We may limit or delay your ability to transfer funds from your Wallet to your bank account, for any reason, including, but not limited to, in the event of suspected fraud.  We may also limit the number of Cash Outs you may request in a certain period of time or the amount of any single Cash Out. You may not transfer funds from your Wallet to your designated bank account to evade a payment investigation or a payment obligation to us. We also may defer or redirect a Cash Out or restrict access to the funds in your Wallet as necessary to comply with applicable law, subpoena or court order, or if requested by any governmental entity.  

You should maintain funds in the Wallet only to the extent necessary to pay invoices or bills through the Payment Services.  Any funds remaining in your Wallet upon closure of your AP Copilot Account, whether voluntary or involuntary, will be remitted to you as described in Section 12.1.  You may experience delays with receiving the remaining funds in your Wallet after account closure.  

3.2.5.  Negative Balance.  You must maintain a positive balance in your Wallet at all times.  You are not permitted to carry a negative balance in your Wallet.  If a negative balance exists in your Wallet for any reason and at any time, you must immediately initiate an ACH payment to the Wallet in at least the amount of the negative balance.  If you fail to cure a negative balance in your Wallet promptly, then we may suspend or close your AP Copilot Account.

3.2.6.  Deposit Insurance Coverage.  While funds are in your Wallet at Community Federal Savings Bank or another Service Partner that is a federally insured depository institution, the funds may be eligible for pass-through deposit insurance.  Certain conditions must be satisfied for pass-through deposit insurance coverage to apply.  

3.2.7.  AP Copilot’s Role.  We do not control or hold your funds.  Your funds in the Wallet are held at Community Federal Savings Bank or another federally insured depository institution that we add as a Service Partner from time to time.  We are not a FDIC-insured bank.  Deposit insurance covers only the failure of an insured bank. 

3.2.8.   Service Partner Changes.  From time to time, we may change Service Partners or alter our relationship with a Service Partner that we use to provide Services to you in our sole discretion.  We or a Service Partner may require you to agree to additional terms and conditions to continue to use Services or have access to features of an AP Copilot Account.  Except as provided below, we will provide you with notice of such additional terms and conditions.  Your continued use the Services and your AP Copilot Account will constitute your agreement to the additional terms and conditions.  If you disagree with the additional terms and conditions, you may stop using the Services and close your AP Copilot Account.  

YOU AUTHORIZE US TO CHANGE THE FEDERALLY INSURED DEPOSITORY INSTITUTION THAT HOLDS FUNDS IN YOUR WALLET FROM TIME TO TIME, PROVIED THAT THE NEW DEPOSITORY INSTITUTION IS FDIC-INSURED AND COMPARABLE IN SIZE AND REPUTATION AS THE CURRENT DEPOSITORY INSTITUTION.  You authorize us to take reasonable and necessary actions to facilitate to change the Wallet to a new depository institution.  We will provide you with prior written notice of such change.  If you do not agree to the change, you may close your AP Copilot Account and terminate this Agreement in accordance with Section 12.  

3.3.  Payment Services. 

3.3.1.  General.  All fund transfers associated with Payment Services will be made in U.S. Dollars only to Vendors located in the United States, unless international payments are permitted on your AP Copilot Account in accordance with Section 3.3.6.  

3.3.2.  Vendor Set Up.  Before payments to a company or individual can be processed through your AP Copilot Account, you must input required information for each company or individual that you want to receive payments through the Payment Services (“Vendor”).  You are solely responsible for the accuracy of the Vendor information that you provide  You are also solely responsible for Vendors.  We have no obligation to monitor or vet your Vendors. .  You are restricted from sending payments through an AP Copilot Account to Vendors that are blocked or sanctioned by the United States.   We or a Service Partner reserve the right to decline or remove a Vendor or decline or delay a payment transaction to a Vendor if we or a Service Partner suspect that the Vendor is blocked or sanctioned by the United States or a foreign jurisdiction.  

3.3.3.  Payment Instructions.  You may use Payment Services to make a payment to a single Vendor or to submit payments to multiple Vendors up to a maximum limit that we may set from time to time.  We may also establish limits on the total amount or number of payments that you submit on a daily basis.  Payment instructions for bills or invoices must be submitted to your AP Copilot Account by 5 pm EST each day to be processed on that day.  Payments will not be processed on Saturdays, Sundays, or bank holidays.

You are solely responsible for verifying that all bills or invoices are accurate before you submit the bill or invoice for payment through your AP Copilot Account.  We assume no responsibility to detect errors in your payment instructions.  You may not edit or modify any payment instructions once you have submitted the instructions to your AP Copilot Account. You agree that we are entitled to act upon any instructions given by any Authorized User so long as we reasonably believe such instruction was actually given by the Authorized User. 

3.3.4.  Funded Wallet.  You must maintain a minimum balance of $200.00 (U.S. Dollars) in your Wallet at all times.  You must also have in your Wallet available funds in an amount equal to the total amount of payment instructions that you want to submit at any one time. The amount of available funds in your Wallet will be determined by the amount shown in your AP Copilot Account.  If payment instructions are submitted to pay more than one bill or invoice, none of the payment instructions will be processed until sufficient funds have settled in your Wallet to cover the total amount of the bills and invoices to be paid.  In this event, you must add funds to your Wallet to process the payment instructions.  We and our Service Partner are not responsible for any harms you may experience, including, but not limited to, late fee penalties, due to delays with funding your Wallet or processing payments.

3.3.5.  Remitted Payments.  By submitting payment instructions through your AP Copilot Account to make a payment, you are authorizing and instructing payments to be initiated from your Wallet in the amount, by the date, and to the Vendor identified in each payment instructions using one of the Payment Methods described below. If the payment date in a payment instruction falls on a Saturday, Sunday, or bank holiday, you agree that payments will be processed the next business day to the extent that you have sufficient funds in your Wallet. You should keep the reference number for each payment submission for your files.  You understand and agree that we or our Service Partner may set limits on the amount, frequency, or number of payments made through your AP Copilot Account from time to time.  You also understand and agree that we or our Service Partner have the right to freeze, delay, or reject any payment instruction for illegal, fraud, security, risk, or any other reason.  Once payment instructions are submitted, you do not have the right to stop payment on a transaction originated from your Wallet. 

3.3.6.  International Payments.  You may send payments through your AP Copilot Account to Vendors located outside of the United States only if you are approved you to make such payments and you complete all steps required by the Service Partner that facilitates international payments from an AP Copilot Account.  These steps may include entering into a separate agreement with the Service Partner.   Please contact us at apcopilot.com/support to learn more about international payments.  All payments to Vendors will appear in your AP Copilot Account in the local currency.  All payments made to Vendors located outside of the U.S. must comply with applicable U.S. and foreign laws. We or our Service Partners may establish other conditions and eligibility requirements to send international payments through your AP Copilot Account from time to time and with notice to you. 

3.3.7.  Reconciliation & Reports.  Transactions are reported at a minimum daily and a reconciliation report may be obtained on demand through your AP Copilot Account. You are responsible for reviewing the reconciliation report and confirming the accuracy of the report.  We will not send you a separate notice of a successful or failed payment to a Vendor.  Reconciliation reports will be available on your AP Copilot Account for a reasonable period of time after the date of payment instruction submission.  Upon account closure, you will not have access to reconciliation reports associated with your AP Copilot Account. []

3.3.8. Errors.  If a payment is made in error through your AP Copilot Account, you are solely responsible for correcting the error with the Vendor or the company that received the payment(s) in error.  Upon request, we will provide you with the information that we have on the erroneous payment provided that we are not restricted by applicable law or a third-party agreement from sharing this information with you.  If you believe the amount in your Wallet or other information in your AP Copilot Account is incorrect, please contact us at apcopilot.com/support or at 1 (888) 501-1187.

3.3.9.  Unauthorized Payments.  You are responsible for monitoring payments made through your AP Copilot Account and ensuring that only Authorized Users may access your AP Copilot Account.  You must notify us immediately if you suspect that an unauthorized payment has occurred or that the AP Copilot Account credentials of any Authorized User may have been compromised, or if unauthorized access to your AP Copilot Account has occurred.  We may help you try to resolve unauthorized transactions.  You acknowledge and understand that you are solely responsible for any financial loss caused by unauthorized transactions and that you could lose money up to the entire amount in your Wallet. 

3.3.10.  Payment Methods for Bills.  Your AP Copilot Account will analyze Vendors’ bills or invoices and indicate whether a bill or invoice should be paid by (1) ACH electronic payment, (2) a card payment, or (3) direct payment through an API based on the information in an invoice or bill.  You may designate a different payment method to pay a Vendor than what is indicated in your AP Copilot Account subject to any limitations on the availability of such payment method.  If you submit a payment instruction to pay an invoice or bill by card, then you request a virtual prepaid card currently from Mastercard, to be issued to facilitate the payment of the invoice or bill.  You understand that the availability of different payment methods associated with your AP Copilot Account may change or be limited from time to time without notice. You are ultimately responsible for ensuring that your invoices or bills are paid using a payment method that the Vendor accepts. 

3.3.11.  Rewards Programs.  From time to time, we may allow you to earn rewards in connection with your AP Copilot Account.  Any rewards program made available through your AP Copilot Account is subject to the AP Copilot Rewards Terms & Conditions, which describes how you may be eligible for, accrue, earn, redeem, and forfeit rewards.  You understand that limitations on the availability of certain Services or functions in a Service may affect your ability to earn rewards. The AP Copilot Rewards Terms and Conditions are attached to this User Account Agreement as Exhibit A.

3.3.12.  Integration with Third-Party Accounting Systems.  From time to time, we may give you the ability to integrate your AP Copilot Account with certain third-party accounting systems. To integrate your Account with a third-party accounting system, you must agree to a separate terms and conditions governing the integration and take other steps outlined by us and the third-party accounting system related to integration. 

3.4. Applicable Law and Payment Rules.  

3.4.1.  Compliance With Applicable Law.  You will not use the Services or your AP Copilot Account in any manner that would or would reasonably cause us or a Service Partner to violate applicable U.S. and foreign laws.  Your use of the Payment Services is subject to Article 4A of the Uniform Commercial Code – Fund Transfers as adopted in the state of New York.  As such, payments you receive and payments you originate are provisional until final settlement of such payments through a Federal Reserve Bank, or payment is otherwise made as provided in Article 4A-403(a) of the Uniform Commercial Code.  If  the recipient’s depository institution does not receive a final settlement payment, the depository institution is entitled to a refund from the recipient in the amount of the credit entry and you will not be considered to have paid the amount of the credit entry.

3.4.2.   NACHA Rules. Services (including Payment Services) may utilize electronic payments to and from business bank accounts through the Automated Clearinghouse (“ACH”) network.  You agree to be bound by the National Automated Clearinghouse Association (“NACHA”) rules, which govern ACH payments. Failure to comply with the NACHA Rules, including disputes or unauthorized transactions arising from your use of the ACH network, may result in suspension or termination of your ability to make payments using the ACH network.

You agree to obtain and retain proper ACH authorizations from any payment recipient or customer to initiate a credit or debit transaction to or from their account over the ACH network.  You agree to fulfill the obligations of an “originator” (as defined in the NACHA rules) for all ACH payments that you submit on your behalf or that we submit on your behalf. You agree to only originate CCD entries (as defined in the NACHA rules). We are obligated to provide certain banks that facilitate payments in the ACH network (called “ODFIs” in the NACHA rules) with all information reasonably necessary to identify you, and you authorize us to provide such information to ODFIs.  We reserve the right to change the procedures for transactions from time to time as we deem reasonable or necessary to provide Services using ACH payments to you or to conform with changes in NACHA rules, ODFI requirements, or other events beyond our control that affect the manner in which we provide the Services using ACH payments to you. We reserve the right to audit your use of Services using ACH payments including compliance with this User Account Agreement and the NACHA rules.

Funds transfers sent through the ACH network are provisional and may be revoked for a period of time. You acknowledge that we and the ODFI have the right to review the payment transactions that you initiate and your business operations to evaluate the credit risk associated with processing transactions on your behalf. We also have the right to reject any payment transaction if we have attempted but are unable to verify the authenticity of the transaction or other data, if you have failed to comply with any agreements between you and us that govern the payment transactions, or if the transaction violates the NACHA rules, any applicable law, or any payment standard set by the Federal Reserve System. 

3.4.3.  Payment Card Rules.  Any payment made to a Vendor through an AP Copilot Account using a card payment is subject to the Mastercard or VISA card network rules, as applicable.  Your use of any virtual prepaid card for payments to Vendors is subject to the agreement between us and our Service Partner. 

3.4.4.  Unclaimed Property.  Funds in your Wallet may be subject to state and federal laws on abandoned or unclaimed property.  If your AP Copilot Account is deemed abandoned under applicable laws, then we or our Service Partner will remit the funds in your Wallet to the appropriate authorities after making reasonable efforts to contact you.  Except to the extent prohibited under applicable law, we or our Service Partner  may deduct reasonable expenses that we incur during the process from the amount of the unclaimed funds. 

4. Fees & Fines

4.1. Service Fees.  We may assess fees for some Services or certain activities within those Services.  We will disclose fees to you when you open an AP Copilot Account, when you start using a new Service, and continuously on our website or mobile app. We may add new fees or increase existing fees upon 30 days' advance notice to you or without advance notice if you affirmatively agree to the fee. 

For monthly fees assessed in connection with the Payment Services, we will notify you of the total fee amount and provide an invoice to your billing contact for payment.   You must pay the AP Copilot fee invoice by the 10th day of each calendar month.  If a fee invoice remains unpaid for two consecutive months, then you authorize AP Copilot to submit payment instructions to your AP Copilot Account to pay the total amount of unpaid fees from your Wallet on or after the date that we notify you of the unpaid fees.  We are not responsible for any fees or late payments that may result from paying unpaid fees through your Wallet.  Nonpayment of the AP Copilot fees could result in suspension or termination of your AP Copilot Account.

4.2. Fines.  You agree to pay all fines, penalties, or other charges assessed against us that result or arise from a violation by you, an Authorized User, or a person associated with you of an applicable law, payment network rule, or this User Account Agreement or other agreements you have with us or a Service Partner.

5. Availability of Account or Services; Violations

5.1.  Availability of Services.  We may approve or deny your request for an AP Copilot Account or a particular Service or feature in our sole discretion.  We do not guarantee that each of the Services in your AP Copilot Account will always be offered or available to you. Services will change from time to time, and certain Services may be discontinued or temporarily unavailable.   From time to time, one or more Services or functions related to your AP Copilot Account may be inoperative or inaccessible. These services interruptions may be temporary or extended.  Service interruptions may also lead us to close your AP Copilot Account.  We and our Service Partners are not responsible for any cost or harm that any such interruption or closure may cause to you or a third party.  

5.2.  Violations.  If we believe, in in our sole discretion, that you, any Authorized User, or any person associated with you or accessing your AP Copilot Account has: (i) violated a term of this User Account Agreement or other written agreement with us or a Service Partner, (ii) violated applicable law, (iii) engaged in fraudulent or unfair activities, or (iv) otherwise engaged in activities that violate our or others’ rights, or created an undue risk of harm for us or others, we may take a number of actions to protect us and others at any time, in our sole discretion and without notice, including, but not limited to:

  • Terminating this User Account Agreement;
  • Limiting access to or the ability to use AP Copilot Accounts and/or any or all of the Services or functions within the Service;
  • Closing or suspending your AP Copilot Account, immediately and without penalty to us;
  • Refusing to provide Services in the future;
  • Reversing transactions associated with an AP Copilot Account;
  • Contacting others that have transacted with you, other financial institutions, other impacted third parties, or law enforcement or other regulators about your actions and/or your AP Copilot Account;
  • Updating inaccurate information provided to us; and/or
  • Taking legal action.

Termination of this User Account Agreement shall not prevent us from taking any of these actions or having recourse to any of these remedies.  

6. Consent to Electronic Signatures and Electronic Communications; Other Communications

6.1. Doing Business Electronically.  By creating an AP Copilot Account, you agree to transaction business with us electronically.  You agree to the use of electronic signatures and electronic records in connection with your AP Copilot Account. You also agree that your electronic signature has and will have the same legal effect as a physical signature. 

6.2.  Electronic Disclosures.  By agreeing to the terms of this User Account Agreement, you consent to us providing any notices or statements related to your AP Copilot Account to you electronically including, but not limited, through posting on our website or mobile app or sending any email account designated by you.  To access notices or statements, you may be required to have an updated web browsers, computers, and mobile device operating systems to receive.  Contact us immediately if you believe you are not receiving notices or statements.  You must provide a valid e-mail address to which we will send electronic communications regarding your AP Copilot Account.  If you revoke the consent in this Section 6.2, then your AP Copilot Account may be closed. 

6.3.  Other Communication Methods.  You agree that AP Copilot, and its affiliates, agents or service providers acting on its behalf may send notices or otherwise communicate with you or an Authorized User for any purpose related to your AP Copilot Account using the contact information that you provide to us or our agents from time to time, including via email, in-app notifications, SMS/text, and phone numbers associated with mobile phones or devices.  You consent to AP Copilot, and its affiliates, agents or service providers using autodialing or prerecorded or artificial voice messaging technology when they call or text you or an Authorized User. We and our agents are not responsible or liable for any charges or costs incurred by you or Authorized Users in connection with such communications. Notices shall be considered received by you 24 hours after they are sent.  You may revoke consent to receive calls or text messages using autodialing or prerecorded or artificial voice technology at any time and in any manner.  If you would like to revoke consent, please contact us atwww.apcopilot.com/support or 1 (888) 501-1187.

We may send text or SMS messages to Authorized Users, including in connection with the use of credentials (such as in the case of multi-factor authentication challenges) to allow us to verify their identity. Opting out of such messages may result in making you ineligible for certain Services. 

You agree that we or our service provider may monitor or record phone interactions or activities with you, any Authorized User, or a person that you allow to access your AP Copilot Account and you consent to such monitoring or recording. 

7. Account Security; Confidentiality

7.1. Account Security.  You must keep your AP Copilot Account secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will take all commercially reasonable steps to safeguard the privacy, confidentiality, and security of credentials used to access your AP Copilot Account or Services.  We may suggest or make certain security procedures available to you, but you understand that you are ultimately responsible for the security of your AP Copilot Account. You will closely and regularly monitor the activities of Authorized Users who access the Services, and you will use all reasonable means to protect mobile devices, web browsers, and anything else used to access or utilize the Services. You will not allow any unauthorized person to use the Services. You will immediately disable access to your AP Copilot Account or Services if you know or suspect your AP Copilot Account has been compromised or may be misused. You will promptly notify us of any unauthorized access or use of your AP Copilot Account or the Services.

7.2.  Confidentiality.  Each party will protect Confidential Information of the other party that the party receives or otherwise is exposed to in connection with this User Account Agreement, the AP Copilot Account, or Services. “Confidential Information” means any information disclosed by between the parties that should be reasonably understood to be confidential in light of the nature of the information. However, “Confidential Information” will not include any information which (1) is or becomes generally available to the public other than as a result of the receiving party’s breach of its confidentiality obligations; (2) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (3) is disclosed to the receiving party, without restriction, by a third party with the legal authority to do so; or (4) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Each party will use the same degree of care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than a reasonable degree of care. Subject to the foregoing, neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (1) to its Service Partners, employees, contractors, and authorized agents who are required to have access to the Confidential Information in connection the AP Copilot Account or Services and are bound by written obligations of confidentiality that are no less restrictive than this Section, (2) to its professional advisers (e.g., lawyers, accountants, consultants) that are bound by ethical duties or written obligations of confidentiality that are no less restrictive than this Section, and (3) as otherwise expressly set forth in this User Account Agreement, the Data Processing Addendum, AP Copilot Privacy Policy, and/or CFSB’s Privacy Policy.  You acknowledge and agree that we may disclose Confidential Information, Company Data, Sensitive Personal Data, Vendor Data, or any other information that you provide to us if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to: (1) comply with legal process, applicable laws or government requests; (2) enforce this User Account Agreement; (3) respond to claims that we have violated the rights of third parties; or (4) protect the rights, property, or personal safety of us, our users, or the public.

After termination of this Agreement, you understand that AP Copilot may maintain some or all of your Confidential Information, including, but not limited to, for purposes of satisfying its or any of its Service Partner’s legal obligations.  Nothing in Section 7 requires AP Copilot to retain Confidential Information after the Agreement is terminated. 

8. Property and Licenses

We own all Services, platforms and related technology, copyrights, patents, trade secrets, trade or service marks, brands, logos, other intellectual property, and data, including data collected by us or generated through the Services, unless the Service is solely provided by a Service Partner (“Property”).  You, your Authorized Users, and any person you permit to access your AP Copilot Account may use the Property only in accordance with this User Account Agreement or other written agreement by us and may not modify, reverse engineer, create derivative works from, or disassemble Property or register, attempt to register, or claim ownership in Property or any portion of Property.

We grant you a revocable, nonexclusive, and nontransferable license to use the Property as provided through the Services and as permitted by this User Account Agreement and any applicable written agreements. This license terminates upon termination of this User Account Agreement, unless terminated earlier by us.

You grant us and our service providers a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Business Data, Vendor Dara, or other business information that you provide to us for the purposes identified in this User Account Agreement.

9. Limitation of Liability; Disclaimers of Warranties

9.1.  Limitation of Liability.  YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. Our liability to you is limited with respect to your AP Copilot Account and the Services. We are not liable to you for consequential, indirect, special, incidental, exemplary, treble or punitive damages or lost profits or revenue, reputational harm, physical injury, or property damage arising from or related to (i) your AP Copilot Account; (ii) Services available through your AP Copilot Account; (iii) your use of or inability to use any Services, or (iv) this User Account Agreement any other written agreement between you and us, and any agreement between you and a Service Partner related to your AP Copilot Account. 

Our maximum liability to you arising from or related to items (i)-(iv) above is limited to the total amount of fees actually paid by you to us in the twelve (12) months preceding the event that is the basis of your claim. These limitations apply regardless of the legal theory on which your claim is based, unless prohibited by applicable law.

To the extent applicable law prohibits or restricts any of the limitations of liability set forth in this User Account Agreement, or any portion of them, or a court or arbitrator holds that such limitations, or any portion of them, are unenforceable for any reason, this User Account Agreement shall be interpreted and construed in a manner that limits our liability to the greatest extent possible under applicable laws.

9.2. Disclaimer of Warranties

THE SERVICES AND PROPERTY (as defined above) ARE PROVIDED AS IS AND AS AVAILABLE.  WE DISCLAIM ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF THE SERVICES AND PROPERTY (as defined above). NOTHING IN THIS USER ACCOUNT AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY.

THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY US. WE DO NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES. WE DISCLAIM ALL WARRANTIES AND DO NOT GUARANTEE THAT (I) SERVICES AND DATA PROVIDED UNDER THIS USER ACCOUNT AGREEMENT ARE ACCURATE OR ERROR-FREE; (II) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (III) THE SERVICES WILL BE USABLE BY YOU OR AUTHORIZED USERS AT ANY PARTICULAR TIME OR LOCATION; (IV) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (V) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

WE ARE NOT LIABLE FOR AND DISCLAIM LIABILITY FOR ANY DAMAGES, HARM OR LOSSES TO YOU, ANY AUTHORIZED USER, OR ANY ENTITY ARISING FROM UNAUTHORIZED ACCESS OR USE OF YOUR AP COPILOT ACCOUNT OR THE SERVICES.

10. Indemnification

You agree to indemnify, defend, and hold us, Service Partners, and our service providers (including our and their respective affiliates, directors, employees, agents, and representatives) harmless from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorneys’ fees, arising out of or related to any third party claims alleging or involving: (i) you or anyone associated with you (including an Authorized User) breach or alleged breach of this User Account Agreement or any other agreements with us or a Service Partner, (ii) you or anyone associated with you (including an Authorized User) violates any applicable law or payment network rule, (iii) you or anyone associated with you (including an Authorized User) engage in fraud or willful misconduct; or (iv) actual or alleged infringement of a third party’s intellectual property rights by you or anyone associated with you (including an Authorized User).

 

11. Binding Arbitration

PLEASE READ THIS BINDING ARBITRATION SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, UNLESS YOU OPT OUT AS SET FORTH BELOW. FOR PURPOSES OF THIS SECTION ONLY, THE TERMS “WE,” “US,” AND “OUR” INCLUDE AP COPILOT INC. AND/OR ITS SUBSIDIARIES,AFFILIATES (INCLUDING GLOBAL SOURCING GROUP INC. D/B/A SAKON), SUCCESSORS, ASSIGNS, AGENTS, CONTRACTORS, SERVICE PROVIDERS, AND OUR SERVICE PARTNERS.  UNLESS YOU OPT OUT OF THIS SECTION PURSUANT TO THE PROCEDURES SET FORTH BELOW, THIS SECTION WILL GOVERN ANY CLAIMS YOU, OR ANY PERSONS OR ENTITIES CLAIMING THROUGH YOU OR CONNECTED WITH YOUR AP COPILOT ACCOUNT (E.G., ANY ENTITY OR PERSON YOU AUTHORIZE TO USE OR ACCESS YOUR AP COPILOT ACCOUNT), HAS AGAINST US.

11.1. You and We Agree to Arbitrate Disputes Between Us.  Either you or we may, at either’s sole election, require that the sole and exclusive forum for resolution of any past, present, or future claim, dispute, or controversy involving you (or persons or entities claiming through or connected with you) and us (or persons claiming through or connected with us), relating to or arising out of the User Account Agreement, any Services, any request for an AP Copilot Account, and/or the activities or relationships that involve, lead to, or result from any of the foregoing (“Dispute”) be final and binding arbitration pursuant to this Section 12, unless you opt out as provided below, in which case you and we may resolve the Dispute through litigation in court. Disputes are subject to arbitration regardless of whether they arise from contract, tort, a constitution, statute, common law, principles of equity, or any other legal theory. Disputes include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Nothing in this Section 11 affects the right of a party to seek temporary injunctive or declaratory relief, on an individual, non-class basis, from a court of appropriate jurisdiction in conjunction with a Dispute in order to prevent imminent and irreparable harm.  Even if a Dispute is brought in court, you or we may choose to arbitrate any Dispute made by a new party or any Dispute later asserted by a party in that action or any related or unrelated lawsuit. Nothing in that litigation shall constitute waiver of any rights under this Agreement.

The scope of this Binding Arbitration section is to be given the broadest possible interpretation that is enforceable. You and we agree that this User Account Agreement is entered into pursuant to a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§1, et seq., governs the interpretation and enforcement of this Binding Arbitration section.

11.2.  Opt Out Procedure.   If you want to opt out of this Binding Arbitration section, you may do so by delivering a written opt-out notice to www.apcopilot.com/__________. The written opt-out notice must be sent to this address within thirty (30) days of the date you accept this User Account Agreement for the first time. The opt-out notice must identify the name of your company, state that you are opting out of the Binding Arbitration section of the User Account Agreement, and include the name and signature of someone authorized by you to opt you out of this section. No other methods can be used to opt out of this Binding Arbitration section. Opting out of this section has no effect on any previous, other, or future arbitration or dispute resolution agreements that you may have with us or third parties. If you opt out of this Binding Arbitration section, all other parts of the User Account Agreement will continue to apply.

Notwithstanding any other provision of this Binding Arbitration Section to the contrary, the parties retain the right to seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction. In the event that such a claim is later amended to seek class relief, is removed or appealed to another court, or a larger amount is sought, the parties shall at such time be permitted to require arbitration. Additionally, both parties retain the right to exercise self-help remedies (i.e., those that do not involve a court) including but not limited to set-off, recoupment, or repossession.

11.3.  Arbitration Procedures.  In the event you or we elect to resolve a Dispute through final and binding arbitration pursuant to the terms of this section, the Dispute will be resolved by arbitration before a single arbitrator, as provided in this section, unless you and we mutually agree otherwise. All issues will be for the arbitrator to decide, except issues relating to arbitrability, the scope or enforceability of this Binding Arbitration section, or the interpretation or enforceability of the Prohibition of Class and Representative Actions and Non-Individualized Relief provision below shall be for a court of competent jurisdiction to decide.

Arbitration will be administered by JAMS or the American Arbitration Association (“AAA”), at the election of the party initiating arbitration. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, AAA’s Commercial Arbitration Rules (if AAA is chosen as the administrator) or JAMS’s Comprehensive Arbitration Rules & Procedures or Streamlined Arbitration Rules & Procedures depending on the amount in dispute (if JAMS is chosen as the administrator), except to the extent such rules and procedures conflict with this Binding Arbitration section or applicable law. You may review JAMS’s rules and procedures by visiting its website at www.jamsadr.com. You may review AAA’s rules and procedures by visiting its website at www.adr.org. In the case of a conflict between the rules and procedures of the administrator and this Binding Arbitration section, this section shall control, subject to  applicable law, unless all parties to the arbitration consent to have the rules and procedures of the administrator apply.

If the value of the relief sought in arbitration is $50,000 or less, you or we may elect to have the arbitration based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.

Either you or we may commence arbitration by providing a written demand for arbitration to JAMS or AAA and the other party detailing the nature of the Dispute and the relief requested. The arbitrator will apply the substantive law as described in Section 12.4. Each party shall bear the expense of its own attorneys’ fees and its out-of-pocket costs incurred in connection with the arbitration, except the appropriate apportionment of any administrative fees and expenses or arbitrator fees and expenses associated with the arbitration shall be determined by the arbitrator in the arbitration award. The award of the arbitrator shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

The arbitrator shall take steps to reasonably protect the Confidential Information described in Section 7.2. The arbitration proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute arbitrated, evidence produced, testimony given, and the outcome of the arbitration, unless such information was already in the public domain or was obtained independent from the Dispute. You, us, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceedings, or to enforce the outcome of the same, unless additional disclosure is required by law.

11.4. Prohibition of Class and Representative Actions and Non-Individualized Relief

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED OR COULD HAVE BEEN ASSERTED IN COURT ON A PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AGAINST US OR YOU. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION: (1) THE CLAIMS OF TWO OR MORE INDIVIDUALS OR PARTIES CANNOT BE CONSOLIDATED OR JOINED IN THE SAME ARBITRATION UNLESS THOSE PERSONS OR PARTIES ARE PARTIES TO A SINGLE TRANSACTION, AND (2) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (A) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY; NOR (B) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS PROVISION, AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, ARBITRATION DECISION OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS PROVISION SHALL BE DETERMINED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION AND NOT BY JAMS, AAA, OR ANY ARBITRATOR.

11.5. Severability.  If any portion of this Binding Arbitration section, other than the Prohibition of Class and Representative Actions and Non-Individualized Relief provision in Section 11.4 above, is deemed invalid or unenforceable, the remaining portions of this Section 121 shall nevertheless remain valid and in force. However, the Prohibition of Class and Representative Actions and Non-Individualized Relief provision in Section 11.4 above is not severable from the remainder of the Binding Arbitration section and, if a court decides that any of part of the Prohibition of Class and Representative Actions and Non-Individualized Relief provision in Section 11.4 above is invalid or unenforceable and subject to any right of appeal that may exist with respect to that decision, any class action or representative proceeding shall be determined in a court of law and will not be subject to this Binding Arbitration section. 

11.6.  Future Amendments to this Binding Arbitration Section. Notwithstanding any provision in this User Account Agreement to the contrary, you and we agree that if we make any amendment to this Binding Arbitration section in the future, that amendment shall not apply to any claim that was filed in a legal proceeding prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this Binding Arbitration section that have arisen or may arise between you and us. We will notify you in writing of amendments to this Binding Arbitration section at least 30 days before the effective date of the amendments and by providing notice through email to one or more designated Authorized Users. If you do not agree to these amended terms, you may close your AP Copilot Account within the 30-day period, and you will not be bound by the amended terms.

12. Miscellaneous

12.1.  Termination. This User Account Agreement is effective when you agree to it and continues until terminated by either you or us, in accordance with this Section 12.1. 

12.1.1.  Termination By You.  You may ask us to terminate this User Account Agreement and close your AP Copilot Account by ceasing to use the Services, paying any amounts owed to us, and providing notice of account closure to us. We may decline to terminate this User Account Agreement or close your AP Copilot Account if (i) you owe any amounts to us, (ii) any funds being held on your behalf have not been transferred to your designated bank account, (iii) there is a pending transaction in your AP Copilot Account, or (iv) we reasonable believe that not terminating this User Account Agreement or closing your AP Copilot Account is necessary to fulfill our legal obligations. 

12.1.2.  Termination by Us. In addition to the grounds for termination in Section 5, we have the right to terminate this User Account Agreement at any time and for any reason. 

12.1.3.  Effects of Termination. Upon termination, your ability to use the Services will immediately cease.  Any payment transactions that are pending will be completed, and we will provide a final reconciliation report to you.  Upon termination of this User Account Agreement, except as expressly provided herein, any supplement agreement governing the Services will immediately terminate (other than sections that survive termination).  

Upon account closure, you authorize us to remit any funds in your Wallet to you through an ACH transfer to your designated bank account except that you authorize us to withhold an amount equal to any unpaid fees that you owe us under this User Account Agreement for Services at the time of account closure.  If funds in your Wallet are insufficient to pay the unpaid fees, you remain obligated to pay us the unpaid fees. 

We may delay sending you any funds held on your behalf, less any amounts you owe us, until we have completed the process of terminating your AP Copilot Account and/or any restrictions or holds on such funds have been removed. You agree to hold us or our Service Partner harmless for any losses or costs that you or a third party may incur because of such delay.

12.1.4.  Survival. Section 1.2 (Authorized Users), Section 3.4.1 (Compliance With Applicable Law), Section 3.3.8 (Errors), Section 3.3.9 (Unauthorized Payments), Section 4 (Fees & Fines), Section 5 (Availability of Account or Services; Violations), Section 6 (Consent to Electronic Signatures and Electronic Communications; Other Communications), Section 7.2 (Confidentiality), Section 9 (Limitations of Liability/Disclaimers of Warranties), Section 10 (Indemnification), Section 11 (Binding Arbitration), Section 12.1.3 (Effects of Termination), Section 12.1.4 (Survival), Section 12.4 (Governing Law), Section 12.9 (Third Party Beneficiaries),  and any other provision of this User Account Agreement that identifies or gives risk to a continuing obligation of the will survive termination of this User Account Agreement.

12.2.  Amendments. We reserve the right to amend this User Account Agreement and any supplement agreement between you and us from time to time, in our sole discretion, by posting it to your AP Copilot Account and if that is not available by sending it to you by email. The amended version will be effective at the time we post or provide it to you, unless otherwise noted.  Except as otherwise provided in the User Account Agreement for a specific change, if any amendment materially reduces your rights or materially increases your responsibilities, we will provide you with at least 30 days’ advance notice of the amendment before the amendment becomes effective. Continued use of or access to an AP Copilot Account or any Services by any Authorized User constitutes acceptance of the amended agreement/terms. If you do not agree with the amended term, you may close your AP Copilot Account before the amendments become effective. 

12.3. Waiver. Any waiver, modification, or indulgence that we provide to you, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver or modification under this User Account Agreement or supplement agreement for any other or future acts, events, or conditions. Our delay in enforcing our rights under this User Account Agreement or any supplement agreement does not constitute forfeiture or waiver of such rights.

12.4. Governing Law. This User Account Agreement will be construed, applied, and governed by the laws of the State of New York exclusive of its conflict or choice of law rules except to the extent that U.S. federal law controls. Subject to Section 11 (Binding Arbitration), all litigation shall be brought in the state or federal courts located in in the Borrough of Manhattan in the State of New York.

12.5.  Force Majeure. Subject to applicable laws and rules, we are not liable for loss or cost or a breach of this User Account Agreement caused directly or indirectly by conditions beyond our reasonable control, including, but not limited to, Force Majeure events. “Force Majeure” means events that are beyond the reasonable control including, but not limited to: disasters, extraordinary weather conditions, global pandemics, earthquakes or other acts of God, war, insurrection, riot, labor strikes, terrorist acts, computer viruses, government restrictions, exchange or market rulings, suspension of trading, computer or communication line failure, or failure of market centers or transmission facilities.  

12.6. Assignment.  You may not transfer or assign (by operation of law or otherwise) this User Account Agreement, any of your rights or obligations hereunder, or operation of your AP Copilot Account, without AP Copilot’s prior express written consent. We may assign, pledge, or otherwise transfer this User Account Agreement or any of its rights and powers hereunder without restriction and without providing notice to you. 

12.7. Entire Agreement. This User Account Agreement, any supplemental agreement between you and us based on your Services, and any terms, agreements, or policies incorporated by reference, constitute the entire understanding of the parties with respect to the subject matter described and supersede all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in this User Account Agreement, any supplement agreement between you and us, and any terms, agreements, or policies incorporated by reference, will be binding unless in writing and signed by you and us.

12.8. Severability. Except as provided in Section 11 or in other provisions of this User Account Agreement, if any provision of this User Account Agreement is held by a court or arbitrator to be invalid or unenforceable, that provision will be fully severable, such provision shall be construed and enforced in a manner that reflects the original intentions of the parties as closely as possible and is consistent with applicable law, and the remaining provisions of this User Account Agreement shall remain in full force and effect.

12.9.  Third-Party Beneficiary.  This User Account Agreement does not confer upon any person other than the parties any rights or remedies under the User Account Agreement. 

12.10. Customer Support.  If you have questions about your AP Copilot Account, you may contact us by email at help@apcopilot.com by phone (888) 501-1187 or by writing us at 44 Lakeside Avenue, Suite 111, Burlington, VT 05401. We will use our best efforts to respond promptly.  All notices to us should be sent to www.apcopilot.com/