Terms of Service

PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY BEFORE ACCESSING OR USING THE APLITE PLATFORM. BY CREATING AN ACCOUNT, ACCESSING, OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE OUR SERVICES.

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Aplite LLC ("Aplite," "we," "us," or "our"), a limited liability company organized under the laws of the State of New York.

1. ACCEPTANCE OF TERMS

By accessing or using the Aplite platform, website, or any related services (collectively, the "Services"), you represent and warrant that:

• You are at least eighteen (18) years of age
• You are an authorized representative of a legally registered business entity and have the authority to bind such entity to these Terms
• Your use of the Services complies with all applicable federal, state, and local laws and regulations
• You have read and agree to our Privacy Policy, which is incorporated herein by reference

2. DESCRIPTION OF SERVICES

2.1 Nature of Services

Aplite provides a verified payment identity platform that assigns Universal Payment Identifiers (UPIs) to verified businesses. Our Services enable:

• Accounts Payable (AP) teams to retrieve verified vendor payment details using a vendor's UPI
• Accounts Receivable (AR) teams and vendors to generate a verified UPI linked to their business identity and banking information
• Businesses to maintain audit trails of payment identity verification activities

2.2 Aplite Is Not a Bank or Payment Processor

Aplite is not a bank, financial institution, payment processor, or money transmitter. We do not initiate, process, or facilitate the movement of funds. We do not hold, transfer, or disburse money on behalf of any user. All payments are made through your existing banking relationships, payment rails, or financial systems. Aplite does not guarantee the success, accuracy, or timeliness of any payment transaction.

3. ACCOUNT REGISTRATION AND SECURITY

To access our Services, you must create an account and complete our verification process. You agree to:

• Provide accurate, complete, and current information during registration and at all times thereafter
• Promptly update your account information if any information changes
• Maintain the confidentiality of your account credentials and not share your password with any unauthorized person
• Enable and maintain two-factor authentication (2FA) as required by the platform
• Notify Aplite immediately of any unauthorized access to or use of your account

You are solely responsible for all activity that occurs under your account. Aplite shall not be liable for any loss or damage arising from your failure to comply with these security obligations.

4. USER OBLIGATIONS AND REPRESENTATIONS

By using our Services, you represent, warrant, and covenant that:

• All information you submit to Aplite, including identity documents, business registration information, and banking details, is accurate, complete, current, and not misleading
• You are the authorized representative of the business entity for which you are registering
• You will use the Services solely for lawful business purposes and in compliance with all applicable laws
• You will not use the Services to commit or facilitate fraud, impersonation, money laundering, or any other illegal activity
• You will not interfere with or disrupt the integrity or performance of the Services

5. IDENTITY VERIFICATION

Access to certain features of the Services, including UPI generation, requires completion of our identity verification process. You acknowledge and agree that:

• Identity verification is conducted by Persona Technologies, Inc., our third-party identity verification provider
• You must provide a valid, government-issued identification document and complete a live facial scan as part of the verification process
• All team members authorized to generate UPIs must independently complete identity verification
• Aplite reserves the right to deny, suspend, or revoke access based on the results of identity verification
• Providing false, fraudulent, or altered identification documents is a violation of these Terms and may constitute a criminal offense

6. UNIVERSAL PAYMENT IDENTIFIERS (UPIs)

6.1 Issuance

Upon successful completion of identity and business verification, Aplite will issue a unique 8-character Universal Payment Identifier to your verified business. Each UPI is uniquely associated with one business entity and one or more verified authorized representatives.

6.2 Immutability

UPIs are immutable once issued. The banking information and business identity linked to a UPI cannot be altered, modified, or updated after issuance. If your banking information changes, you must undergo re-verification and obtain a new UPI. This immutability is a core security feature designed to prevent payment fraud and impersonation.

6.3 Non-Transferability

UPIs are non-transferable and may not be assigned or transferred to any other business entity under any circumstances.

6.4 Revocation

Aplite reserves the right to revoke or suspend any UPI at any time, without prior notice, if we determine in our sole discretion that: (i) the UPI was obtained through fraudulent or misrepresentative means; (ii) the associated account is in violation of these Terms; or (iii) revocation is required by applicable law or regulatory authority.

7. DATA ACCURACY AND USER WARRANTIES

You expressly warrant that all information submitted to the platform — including but not limited to business name, address, EIN, banking details, and identity documents — is accurate and complete at the time of submission. You acknowledge that:

• Aplite relies on the accuracy of user-submitted information to provide its Services
• Aplite does not independently verify the accuracy of banking account ownership beyond the identity verification process
• Aplite shall not be liable for any losses, damages, or claims arising from inaccurate, incomplete information submitted by users
• Submission of false or misleading information constitutes a material breach of these Terms and will result in immediate account termination

8. PROHIBITED USES

You may not use our Services for any of the following purposes:

• Fraud, impersonation, identity theft, or misrepresentation of any kind
• Money laundering, terrorist financing, or any activity that violates anti-money laundering laws
• Creating fictitious or fraudulent business identities or UPIs
• Unauthorized access to another user's account or data
• Reverse engineering, decompiling, or attempting to extract source code from the platform
• Uploading malicious code, viruses, or any software intended to damage or interfere with the platform
• Any use that violates applicable federal, state, or international laws or regulations

Aplite is committed to maintaining and adhering to its fraud prevention standards across the platform. To combat ACH and wire fraud, impersonation, and payment misdirection, if an investigation reveals that an account has been used for malicious purposes, Aplite is obligated to respond accordingly and turn over account information willingly to law enforcement.

9. SUBSCRIPTION PLANS AND BILLING

Access to certain features of the Services requires a paid subscription. By subscribing to a paid plan, you agree to pay all applicable fees as set forth on our pricing page. All fees are denominated in U.S. dollars. Subscriptions are billed on a monthly or annual basis, as selected at the time of purchase. Aplite reserves the right to modify pricing upon thirty (30) days' notice. Continued use of the Services following a price change constitutes acceptance of the new pricing. All payments are processed through Stripe, Inc. Aplite does not store payment card information.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

10.1 Aplite shall not be liable for any fraudulent payments, misdirected payments, or financial losses arising from payment transactions made outside of the Aplite platform, even where a UPI was used in connection with such transactions.

10.2 Aplite shall not be liable for any losses, damages, or claims arising from inaccurate, incomplete information submitted by users or third parties.

10.3 Aplite shall not be liable for any acts, omissions, errors, or failures of third-party service providers, including Persona Technologies, Inc., Evervault, Inc., or Stripe, Inc.

10.4 IN NO EVENT SHALL APLITE'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS EXCEED THE TOTAL FEES PAID BY YOU TO APLITE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.5 IN NO EVENT SHALL APLITE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF APLITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Aplite LLC and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Services; (ii) your violation of these Terms; (iii) any information you submit to the platform; (iv) your violation of any applicable law or regulation; or (v) any third-party claim arising from your use of the Services.

12. TERMINATION

12.1 Termination by You

You may terminate your account at any time by contacting us at legal@aplite.com. Upon termination, your access to the Services will cease, and your UPIs will be deactivated.

12.2 Termination by Aplite

Aplite reserves the right to suspend or terminate your account at any time, with or without cause, upon notice to you. Grounds for termination include, but are not limited to, violation of these Terms, fraudulent activity, or failure to pay applicable fees.

12.3 Effect of Termination

Upon termination, your right to use the Services immediately ceases. Aplite will retain your data in accordance with our Privacy Policy and applicable legal obligations. Sections 7, 10, 11, 13, and 14 of these Terms shall survive termination.

13. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

13.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

13.2 Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in New York, New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Class Action Waiver. YOU AND APLITE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

13.4 Exceptions. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

14. GENERAL PROVISIONS

14.1 Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Aplite with respect to the Services and supersede all prior agreements and understandings.

14.2 Modifications. Aplite reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' prior notice of material changes via email or platform notification. Continued use of the Services following the effective date constitutes acceptance.

14.3 Severability. If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.4 Waiver. Aplite's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce such provision in the future.

14.5 Assignment. You may not assign your rights or obligations under these Terms without Aplite's prior written consent. Aplite may assign these Terms without restriction.

15. CONTACT INFORMATION

For legal notices, questions, or concerns regarding these Terms, please contact: