By using the Kwipped Approve website and platform ("Kwipped Approve" or the "Site") of Kwipped, Inc. ("Kwipped") for any reason, you accept and are bound by these terms and conditions (the “Terms”). These Terms are subject to change by Kwipped without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on the Site, and you should review the Terms prior to utilizing the Site for any reason. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
STANDARD EQUIPMENT LEASING PROVISIONS
- ACKNOWLEDGEMENT. Kwipped is not a lender or a creditor and does not provide, nor is it responsible for, any financing information or opportunities made available through or in connection with your use of the Site. Kwipped Approve is solely an information platform. Kwipped does not make loans or credit decisions in connection with loans. KWIPPED does not endorse or recommend the products of any particular lender of finances (a "Lender") in connection with any products or services made available through the Site (collectively, "Equipment") or supplier of such Equipment (a "Supplier"), nor does it represent or warrant any information about the financial condition or authority of a purchaser of such Equipment or debtor of any financing arrangement (a "Customer"). Kwipped's services through the Site are purely administrative.
ANY AND ALL TERMS, CONDITIONS, RIGHTS, AND OBLIGATIONS RELATED TO THE SALE, TRANSFER, USE, AND OWNERSHIP OF ANY EQUIPMENT LISTED OR REFERENCED ON THE SITE SHALL BE GOVERNED BY AN INDEPENDENT CONTRACT BETWEEN AN APPLICABLE BUYER, SUPPLIER, AND/OR LENDER. ANY SUCH CONTRACT OR OTHER AGREEMENT BETWEEN OR AMONG LENDERS, SUPPLIERS, AND CUSTOMERS ARE SEPARATE FROM AND SUPPLEMENTAL TO THESE TERMS. IN NO WAY SHALL SUCH A CONTRACT OR AGREEMENT IMPOSE ANY ADDITIONAL OBLIGATIONS ON KWIPPED OR LIMIT THE RIGHTS TO WHICH KWIPPED IS ENTITLED HEREUNDER. You must rely solely on your own judgement in making all decisions in connection with your use of the Site and any resulting financial decisions you make. Kwipped shall not be liable for any damages or costs of any type arising out of or in any way connected with your use of services or products provided by any other party. You understand that Lenders may keep Customer loan request information and any other information provided by Kwipped or received by Lender in the processing of a loan request, whether or not a Customer is qualified for a loan with them or if a Customer makes a loan with them. Customers agree to notify any particular Lender directly if they no longer wish to receive communications from them.
- AUTHORIZATION. You hereby certify to Kwipped that: (1) all information you have provided or will provide on the Site is true and correct, (2) the Lender is hereby authorized to investigate all bank, credit, and trade references, and said references are hereby authorized to release any requested information, (3) such authorization shall extend to obtaining personal credit profile in considering the Equipment financing application and subsequently for the purpose of update, renewal or extension of such credit or additional credit and for reviewing or collecting the resulting account, (4) this information may be transmitted to underwriters for the purpose of granting credit, either electronically or manually, and by submitting this application, Buyer takes full responsibility for transmission thereof, (5) Buyer is over 18 years of age, (6) Supplier is responsible for all underwriting and/or credit reporting requirements or obligations, (7) Buyer acknowledges rights under the Fair Credit Reporting Act, (8) Buyer consents to receive direct mail, faces, texts, and emails from Lenders for the purposes of transmitting account updates, requests for information and notices, and (9) this request is for business and not for consumer purposes. When applying for a loan, the Lender will request the business name, address, and tax identification number, as well as the individual’s name, address, date of birth, and other information including supporting or identifying documentation to help the government fight the funding of terrorism and money laundering activities under the United States Patriot Act. Federal law requires all financial institutions to obtain, verify, and record information that identifies each person and business that seeks a business loan.
- LIMITATION OF LIABILITY. Each party agrees and acknowledges that it is using the services and website provided by KWIPPED to facilitate the purchase transaction of the Equipment between Buyer and Supplier with financing by Lender, at each party's own risk. KWIPPED is not an agent for any party. The KWIPPED services and website are provided on an "AS IS" and "AS AVAILABLE" basis, and to the extent permitted by applicable law, KWIPPED excludes all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Kwipped is not responsible for any repairs, service, maintenance, or defect in the equipment or services.
KWIPPED'S LIABILITY (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY) SHALL BE LIMITED SOLELY TO YOUR USE OF THE SITE, PROVIDED THAT (i) KWIPPED SHALL BE LIABLE SOLELY FOR DAMAGES ARISING FROM KWIPPED'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (ii) IN NO EVENT SHALL KWIPPED BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR OPPORTUNITY COSTS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING WITHOUT LIMITATION BREACH OF ANY OBLIGATION IMPOSED ON KWIPPED HEREUNDER OR IN CONNECTION HEREWITH.
- RELEASE AND INDEMNITY OF KWIPPED. With respect to any dispute between one or more Buyers, Suppliers, and/or Lenders, each party expressly releases Kwipped (and its affiliates and subsidiaries, and each of their respective shareholders, officers, directors, employees, and agents) from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with the Site, these Terms, or any transactions consummated in connection therewith. Each party expressly waives any protections (whether statutory or otherwise) that would otherwise limit the coverage of this paragraph to include only those claims which that party may know or suspect to exist in its favor at the time of agreeing to this paragraph. Each party further agrees to jointly and severally indemnify and defend Kwipped and its affiliates and their respective shareholders, directors, officers, employees, attorneys, and agents (the "Kwipped Indemnified Parties"), and hold each of them harmless from and against any and all losses, damages, claims, demands, expenses, fines, penalties, suits and liabilities, including without limitation, reasonable attorneys' fees ("Losses") that the Kwipped Indemnified Parties shall incur or suffer arising out of, relating to, or resulting from (a) the Site, these Terms, or any transactions consummated in connection therewith, (b) the negligence, willful misconduct, fraud, or misrepresentation of such party or of persons acting for or on behalf of such party pursuant to these Terms, including without limitation, officers, directors, employees, agents and contractors of such party, (c) such party's improper use of KWIPPED's services or the Site, or (d) such party's breach of any law or the rights of a third party.
- Provided Data is not, and is not treated as, an application for any product or service;
- You are responsible for any Provided Data you submit through the Site, provided that Suppliers own and are solely responsible for any Provided Data related to the Supplier's Customer(s);
- You may contact Kwipped at any time to request modification, removal, or export of or to any of your Provided Data; and
- Kwipped will not use your Provided Data for any commercial purpose other than to facilitate its services related to Kwipped Approve.
- RETURNED PRODUCTS. Kwipped shall not be responsible or liable for any issues or disputes related to the sale, delivery, transfer, performance, or use of the Equipment, including issues related to the return of Equipment to Supplier by a Buyer.
- GOVERNING LAW AND JURISDICTION. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of North Carolina.
- NO WAIVER. The failure of either party to insist upon the other party's performance of any obligations hereunder shall not be construed as a waiver of or the breach of any obligation of either party or of any subsequent breach of which obligation. The failure of either party to exercise any right or remedy which it may have hereunder or under the law shall not be construed as a waiver of any other right or remedy which the party may have hereunder or under the law.
- CUMULATIVE REMEDIES. Any right and remedy belonging to Kwipped hereunder or under the law shall be deemed cumulative and not exclusive of one another and the exercise by Kwipped of any such right or remedy shall not preclude Kwipped from exercising or enforcing any other right or remedy it may have.
INTELLECTUAL PROPERTY USE AND OWNERSHIP. You acknowledge and agree that:
- Unless otherwise noted, the Site, and all features and materials on the Site, including text, images, illustrations, designs, icons, photographs, video clips and other content, and the copyrights, trademarks, trade dress and/or other intellectual property in such materials (collectively, the "Contents"), are owned, controlled or licensed by Kwipped and other trademarks appearing on the Site are the trademarks of Kwipped and/or its subsidiaries; provided that any listing information related to Equipment is the sole and exclusively property of the applicable Supplier.
- All material posted on the Site, including but not limited to graphics, text, pictures, layout, audio, and video clips (the "Content") are protected by United States Copyright law and belong to or are licensed by Kwipped. Absolutely no Content of this Site may be copied, reproduced, exchanged, transmitted, transferred, modified, uploaded, downloaded, published, sold or distributed without the prior written consent of Kwipped.
- DISPUTE RESOLUTION AND BINDING ARBITRATION. YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Terms is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. You agree to an arbitration on an individual basis. In any dispute, YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
THIRD PARTY LINKS. Third-party links on this Site may direct you to third-party websites that are not affiliated with Kwipped that may be located in different countries, and those websites and the products sold on those websites are likely to be subject to the originating country's regulatory or product safety requirements. Kwipped is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions ("Third-Party Products") made in connection with any third-party websites. Please review carefully the third party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding Third-Party Products should be directed to the third party.
- We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) by posting to the Site. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.
To give us notice under these Terms, you must contact us at KWIPPED, Inc. 228 N Front St. Suite 202 Wilmington, NC 28409
MISCELLANEOUS. These Terms contain the entire understanding between the parties related to your use of the Site and Kwipped Approve and supersedes all prior understandings of the parties hereto relating to the subject matter hereof. Paragraph headings used herein are for convenience only and shall not be used in any way to interpret the provisions of these Terms.
In order to use Kwipped Approve, you must enter into a lease for each transaction (each, a “Lease”) through the KWIPPED website or APPROVE platform and accept the terms set forth below, which shall govern your financial relationship with the financial institutions with which KWIPPED partners (each a 'Financing Company') to provide the leasing platform to you.
INDEMNITY AND REMEDIES. In addition to any other indemnification obligations Supplier owes to KWIPPED, Supplier agrees to indemnify, defend and hold KWIPPED harmless from and against any and all claims, causes of action, liabilities, losses, costs, damages and/or expenses in law or equity (including, without limitation, attorneys' fees and expenses) of every kind and nature whatsoever arising out of or in connection with this Agreement, including, but not limited to, a breach of any of the representations, warranties or promises made by Supplier herein, any claimed defect in the Equipment or in Supplier's performance of Supplier's services to the Customer, Supplier's acts or conduct, whether it is intentional or otherwise. The parties agree that all remedies contained in this Agreement are cumulative and not exclusive, and that all parties shall be entitled to exercise any and all rights afforded by applicable law and in equity in the event of a breach by the other party or parties.
NO AGENCY. Supplier is not authorized to make any contract, agreement, warranty or representation on behalf of KWIPPED or the Financing Company or to create any obligation, express or implied, on behalf of the either. Supplier will not act or represent itself as an agent, partner, or joint venture of KWIPPED or the Financing Company. Confidentiality. Any information or material which is transmitted by KWIPPED or the Financing Company to Supplier shall be treated as confidential except for information which is or becomes available to the public other than as a result of the disclosure by Supplier, or is required to be disclosed under applicable law.
THIRD PARTY BENEFICIARY; RIGHT TO ASSIGN. You and KWIPPED hereby agree that the Financing Company shall be a third-party beneficiary to these terms and conditions and that KWIPPED shall have the right to assign its rights and obligations hereunder to the Financing Company.
CREDIT DECISIONS. Supplier agrees to provide information (including Supplier and/or Customer credit information) to KWIPPED as may be requested from time to time. Supplier also agrees that KWIPPED may provide any such information to the Financing Company in order to allow it to conduct a credit investigation. The Financing Company may notify Supplier directly as to final approval or rejection. All credit approvals will be made at the sole discretion of the Financing Company and are subject to the terms of such Financing Company's purchase order and the terms of this Agreement. Approvals shall be valid for a period of sixty (60) days from the date of the approval, subject to this paragraph.
CONDITIONS TO PAYMENT BY FINANCING COMPANY. Payment for the Equipment is not earned by Supplier until the following conditions are satisfied, and if payment is made in advance, it shall be refunded immediately upon demand if any condition is not met: (1) all Equipment shall have been delivered, installed and accepted without reservation or notice of complaint by the Customer, and (2) as of the date of acceptance of the Equipment by the Customer, (a) there shall be no material adverse change in the business or financial condition of the Customer or any guarantor or in the value or condition of the Equipment or any collateral, (b) all documentation required by KWIPPED or the Financing Company shall have been properly signed by authorized representatives of the Customer and all conditions specified in this Agreement and any credit approval have been met, (c) all information supplied by Supplier or the Customer shall be correct, and (d) neither Supplier nor the Customer shall be in default under any agreement with the applicable Financing Company. The immediately-preceding sentence supersedes anything to the contrary in this Agreement, in any purchase order or credit approval, or in any other past, present or future agreement between Supplier and KWIPPED or Supplier and the Financing Company (excluding a writing specifically amending this Agreement). If the Financing Company determines that any condition will not be satisfied, the Financing Company may withdraw any credit approval.
RATE AND TERMS. The rates and programs provided by the Financing Company will change from time to time and may be changed with respect to transactions not approved prior to such change. KWIPPED or the Financing Company will use commercially reasonable efforts to promptly communicate any changes to Supplier.
PAYMENT. Subject to the conditions stated in this Agreement and the credit approval, KWIPPED will provide an invoice to the Financing Company for the Equipment on the date that all of the following items have been completed:
- The Financing Company has received its lease signed correctly by the Customer,
- Any advance rental payment to the Financing Company required by the lease has been made by the Customer,
- An itemized invoice from Supplier to the Financing Company for the Equipment,
- A verbal and/or written confirmation from the Customer that the Equipment has been delivered and has been accepted (and such has been inspected by the Financing Company if desired), and
- All other documentation or information the Financing Company have identified as reasonably required is in the possession of the Financing Company.
- The KWIPPED invoice shall be payable by the Financing Company within five (5) business days (the “Payment Date”). The Financing Company shall pay the amount due to Supplier directly to Supplier.
SHIPPING. Equipment shall be shipped at Supplier's expense to the Customer FOB Customer's destination. Return shipping (if any) shall be paid for by the Customer or Financing Company, FOB Supplier's destination.
CANCELLATION OF LEASE; REFUNDS; RETURNS. Any Lease consummated under the terms of this Agreement can be terminated by a Financing Company within 45 days of the Payment Date if (a) any advance payment made by the Customer under the lease agreement bounces; (b) Customer fails to make the first lease payment to the Financing Company when due; or (c) the Financing Company becomes aware of any fraud, forgery or misrepresentation in connection with the Lease. In the event of termination of a Lease pursuant to this Section, the Financing Company shall be entitled to a full refund of the purchase price upon return of the Equipment in good working condition to Supplier, subject to the shipping terms for return of Equipment set forth in Section 6 above.
RESPONSIVENESS TO CUSTOMERS. Supplier agrees to respond promptly to all Customer complaints concerning the performance of the Equipment and to comply with and fulfill all Supplier's warranties, express or implied, relating to the Equipment (and to permit any such warranties to be transferred to and be enforceable by the Customer during the term of the Lease). Supplier agrees to perform all maintenance and/or service covering the Equipment required under any maintenance or service agreement entered into by Supplier with a Customer or with the Financing Company. Supplier will notify the Financing Company promptly of any Customer complaints. In the event a lease is terminated and Supplier has entered into any such maintenance agreement, Supplier shall, within thirty (30) days of termination, return any amounts paid for maintenance service not yet provided at the termination of the Lease.
SUPPLIER'S REPRESENTATIONS AND WARRANTIES. In addition to the representations and warranties made by Supplier in the Promotion Agreement (if applicable), Supplier represents and warrants to KWIPPED and each applicable Financing Company that whenever it provides a quote for Equipment to be leased that:
- Unless otherwise indicated as 'used' on the quote, the Equipment is new when delivered by Supplier to the Customer. Supplier has clear title to the Equipment and it is sold free of any liens or encumbrances.
- All quotes Supplier submits to KWIPPED are true and correct and accurately reflect a detailed description, actual shipping date, and fair price for the Equipment.
- Supplier has no agreements with the Customer or anyone else regarding the Lease or the Equipment.
- Unless otherwise disclosed to KWIPPED in writing, Supplier has acted solely on its own behalf and has not acted as a broker for another equipment vendor. No transaction may be split between various funding sources unless otherwise disclosed by Supplier to KWIPPED in writing.
- Should the Customer trigger any method of default under the Lease or Finance Agreement, Supplier agrees to suspend service to the Customer upon request of the Financing Company within three (3) business days.
- All executed documents Supplier submits to KWIPPED will be (i) duly authorized, executed and delivered by all authorized officers of all parties thereto, (ii) in full force and effect and no party to the documents will be in default, (iii) valid, binding upon and enforceable in accordance with its/their terms. All copies will be true and correct copies.
- This Agreement is Supplier's legal, valid and binding obligation enforceable against Supplier in accordance with its terms. There is no claim, action, litigation or proceeding before any court, governmental body or agency pending or threatened against Supplier or, to Supplier's knowledge any the Customer, guarantor, or the Equipment except as disclosed in writing to KWIPPED.