Published On July 10, 2023, • Paarou Inc.

This is an Agreement (“Agreement” or “Terms of Service”) between Paarou Inc., herein (“Paarou”, “we”, “us”, or Connect Platform), registered office in the state of Delaware is 651 N Broad St, Suite 206, in the city of Middletown, zip code 19709, and county of New Castle, United States and the entity agreeing to the terms herein (“Participant”, “You”, “you”, “User” or “Customer”). By using or accessing any part of the service or the cloud product, you agree that you have read, understand, and agree to be bound by all of this agreement’s terms and conditions. If you do not agree to this agreement’s terms and conditions, You must not use or access the service or the cloud product. If you are entering into this agreement on behalf of a company, your employer or another entity, you represent and warrant that: (i) you have the full legal authority to bind such company, your employer or such entity to this agreement; (ii) you have read and understood this agreement; and (iii) you agree to this agreement on behalf of the party that you represent. If you don’t have the legal authority to bind the applicable company, your employer or the applicable entity, you should not use or access the service and do not click “I accept Terms and Conditions” (or similar button or checkbox) that is presented to you.  PLEASE NOTE THAT IF YOU SIGN UP OR REGISTER FOR THE SERVICE USING AN EMAIL ADDRESS FROM A COMPANY, YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND THAT COMPANY, YOUR EMPLOYER OR THAT ENTITY TO THIS AGREEMENT, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO THAT COMPANY, YOUR EMPLOYER OR THAT ENTITY.

This agreement is effective as of the date you first click “I accept Terms and Conditions” (or a similar button or checkbox) or use or access the service or the cloud product, whichever is earlier (the “Effective Date”). This agreement does not have to be signed in order to be binding. You indicate your assent to this agreement by clicking “I accept Terms and Conditions” (or similar button or checkbox) at the time you register for the service, create a service account, or place an order for No-Charge Services, Free Plan or No-Charge product, you also indicate your assent to this Agreement by accessing or using the applicable No-Charge service, Free Plan or No-Charge Product.

While Paarou Inc., by its products and cloud services of the Freight Collab platform and FCPay, through Stripe, is facilitating your payments, by confirming this agreement, you confirm the below Stripe Recipient Agreement and also authorise Paarou Inc. to create a Strip Recipient Connected account for you on your behalf.

Stripe Recipient Agreement

Last updated: August 14, 2020

Recipient Info

Stripe provides its users with the ability to use Stripe Connect to make payments to third parties (these Stripe users are referred to as “Connect Platforms” and the third parties are referred to as “you”).

As part of Stripe Connect, Stripe may separately offer you the ability to access an information portal managed by Stripe in order for you to see the status of payments from a Connect Platform. Stripe may separately provide you with portal terms that will apply to you when you access the portal.

Outside of the informational portal, Stripe is not offering you any services, including, but not limited to, payment services, and the Stripe Services Agreement does not apply to you. Stripe will facilitate the transfer of funds to you based on instructions given to Stripe by the Connect Platform. You may have a separate agreement with a Connect Platform for the Connect Platform to pay you for goods or services. Please contact the Connect Platform with any questions about the status of any funds the Connect Platform has sent to you.

Your Obligations

You are solely responsible for, and Paarou, Inc. disclaims all liability (to the extent permitted by applicable law) for, the provision of any goods or services sold to your customers or users as part of your use of the Services and any obligations you may owe to your customers or users. You are always financially liable to Paarou, Inc. for Disputes (including chargebacks), Refunds, and any fines that arise from your use of the Services. 

Depending on Paarou, Inc., you may have access to manage your FCPay Account through the Freght Collab dashboard. If such access is made available to you, you are responsible for all actions taken on your FCPay Account through the Freght Collab dashboard, including the initiation of Payouts, Adding funds, Transfers, Refunds, or changing, of depository bank information.

In the case of Payout requests by you, you agreed with the fee associated with using Payouts and agreed to receive the payout in your bank account or card that you gave us at the time of registration. When Payouts is used, Paarou, Inc. will attempt to settle payment processing proceeds within two business days of receiving the payout request. Depending on your bank and country, it may take several working days for your payment processing proceeds to settle via Payouts. While payouts may be through Stripe, Stripe and Paarou, Inc. reserve the right to change or suspend Payouts to you at any time, including but not limited to (a) due to hold payout by the payer, pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (b) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (c) where we are required by law or court order.

Restrictions on Use

In addition to all other terms and conditions of this agreement, you shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the Services for spamming and/or other illegal purposes; or (iv) reverse engineer or access the service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the service, or (c) copy any ideas, features, functions or graphics of the service. (V) use API or link to any other software or platform without written confirmation of Paarou.

In addition to the above:

By registering with us and entering into this agreement, you are confirming that you will not use the service to perform freight forwarding activities, handling shipments, collaborate about freight forwarding activities or trade or sale of goods/services or accept, or receive transfer payments in connection with the illegal businesses, illegal business activities, or illegal business practices.

Use of  Paarou, Inc., products and services including Freight Collab Platform and FCPay for any dealings, engagement, or sale of goods/services linked directly or indirectly with jurisdictions Paarou, Inc., has deemed high risk, such as Cuba, Iran, North Korea, Syria, and the Crimea, Ukraine, Donetsk, and Luhansk Regions, or persons Paarou, Inc., has deemed high risk, such as those individuals or entities named to a restricted person or party list of the U.S., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.S. Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce, is prohibited. Additionally, it is prohibited to use Stripe’s products and services to directly or indirectly export, reexport, sell, or supply accounting, trust and corporate formation, management consulting services, architecture services or engineering services to any person located in Russia. Further, it is prohibited to use Paarou, Inc. products and services directly or indirectly related to any goods prohibited by law (e.g. luxury goods) from Russia.

Limitations on Paarou, Inc’s Liability

Paarou, Inc. is not responsible for the acts or omissions of you or any FCPay account holders and users in providing services to you or your customers or for any non-compliance by FCPay account holders and users with the terms of the FCPay Agreement. Paarou, Inc. is also not responsible for your obligations to your customers (including properly describing and delivering the goods or services being sold to your customers). You are solely responsible for, and Paarou, Inc. expressly disclaims all liability (to the extent permitted by applicable law) for, your compliance with applicable laws and obligations related to your provision of the goods or services to your customers or receipt of charitable donations. This may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Paarou, Inc. for any losses we incur based on your failure to properly describe or deliver goods or services or comply with your legal or contractual obligations to your customers.