A dating app to find your person, in person.

PARTNER BUSINESS TERMS OF SERVICE

​​​Approach Premium Partner Business Terms of Service

1. SERVICES AND STANDARD PLAN. In consideration for the purchase of a plan, Approach Inc. (“Approach”) shall provide access to the following marketing process to the undersigned partner(s) (each a “Partner” and collectively, “Partners”), according to all of the terms and conditions outlined in this Terms and Services Agreement (“Agreement”): Approach will include each Partner on the list of date locations on Approach’s mobile application (“Approach Dating App”). After ordering at a Partner location, the user (each a “User” and collectively, “Users”) may redeem their coupon. Partner has the option to host one Approach Singles Event per month with promotional support from Approach. Partner will be listed on Approach’s website, provided periodic promotional materials, and Approach will provide Partner with access to a Partner dashboard.
2. TERM. The term (“Term”) of this Agreement commences on the “Start Date” and shall expire twelve calendar months from when the newly developed Approach App launches to the App Store and Google Play Stores. Either party can terminate this Agreement by providing 30 calendar days’ written notice (Partner may terminate select locations by giving Approach 30 calendar days’ specific written notice), in accordance with the provisions of Section 7 of this Agreement.  If at the end of the Term, neither party has provided notice of termination, then the Term will be automatically renewed for another twelve calendar months under the same terms of the previous contract (“Renewal Term”).
3. FEES.                  
   1. Partner shall pay $500 without setoff, deduction, withholding or allowances. The Fees are subject to change from time to time in Approach’s sole discretion. Approach will notify Partner of changes to its applicable fee list, and such changes will become effective the following calendar year from agreement. Partner shall make all payments of Fees in accordance with Section 8 of this Agreement. Partner shall make all payments in US dollars by pre-authorized ACH or credit card charges via electronic invoice. Partner shall make all payments of Fees within 15 calendar days after receipt of Approach’s invoice.
   2. All Fees and other amounts payable by Partner under this Agreement are exclusive of taxes and similar assessments. Partner is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Partner hereunder, other than any taxes imposed on Approach’s income. If Approach has the legal obligation to pay or collect taxes for which Partner is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by Partner, unless Partner gives Approach a valid tax exemption certificate authorized by the appropriate taxing authority.
   3. If any payment remains outstanding more than 30 days after the applicable due date, then, in addition to all other remedies available to Approach: (a) Approach may charge interest on the past due amount from the date due until the date paid, at the rate of one percent (1%) per month, or the highest rate permitted under applicable law, calculated daily and compounded monthly, whichever is lower;  (b) Partner shall reimburse Approach for all reasonable costs incurred by Approach in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and (c) Approach may disable, withhold, suspend or revoke Services until all past due amounts, interest, fees and costs have been paid, without incurring any obligation or liability to Partner or any other person by reason of any such action.
4. PARTNER’S OBLIGATIONS. Partner shall provide Approach with a PDF, PNG, or JPG of each Partner’s logo. Partner shall post social media content once per month or at Approach’s direction. In the event that a Partner hosts a singles event, Partner shall promote the event once per week on social media in the month preceding the event. 
5. LICENSING. Each party hereby grants to the other party a non-exclusive, non-transferable, worldwide license to use such party’s trademarks, logos, marketing collateral, and all other artwork, graphics, icons, and other branding material and promotional content provided by a party to the other party (hereafter known as “Branding Material”) solely for the purpose of promoting and fulfilling Approach’s program goal. Additionally, the above-mentioned material may be used for press releases for the purposes of indicating the parties’ business relationship in connection with presentations, marketing materials, and the like. Partner shall be prohibited from altering or modifying Approach’s Branding Material without Approach’s prior written consent. Both parties agree to use the other party’s material with goodwill and to protect the other party’s rights in accordance with current state and federal trademark law.
6. OWNERSHIP OF TECHNOLOGY.  Approach is and shall at all times be the sole owner of the Approach Dating App, including any web-based version thereof, and nothing in this Agreement shall be construed to grant any ownership, right, title, or interest in or to the Approach Dating App, or any of Approach’s intellectual property or technology, to Partner. Approach specifically disclaims any and all liability for mistakes, errors, or bugs in coding related to or within the Approach Dating App. Partner specially acknowledges and agrees to this disclaimer and agrees to hold Approach harmless for any and all issues related to Approach’s intellectual property or technology.  Partner understands and agrees that it is obligated to pay the Fees referenced in Section 3 of this Agreement without exception, and even if issues arise related to technology.
7. TERMINATION. The parties’ obligations under this Agreement shall remain in full force and effect until the end of the Term and the Renewal Term, if applicable, unless earlier terminated in accordance with Section 2. Partner may terminate this Agreement with 30 days’ notice for any reason or no reason.  Approach may terminate this Agreement with 30 days’ notice for any reason or no reason, or alternatively, it may immediately terminate this Agreement, in its sole discretion, if: (a) Partner has materially breached this Agreement,  (b) Partner fails to honor customer coupons, (c) there are security concerns regarding the Partner App’s use at a Partner, or (d) Partner’s financial condition, lack of transactions, poor performance as defined by Approach, or other conditions warrant early termination of this Agreement. If a Partner pays upfront, the payment is non-refundable in the event of termination, regardless of which party terminated the Agreement. Notwithstanding the above, the provisions of this Agreement shall continue after the end of the Term and any Renewal Term and shall survive termination of this Agreement. 
8. NOTICES AND PAYMENT ADDRESS. Any payment, notice or other communication provided for herein or given hereunder to a party hereto shall be in writing and shall be given by: (a) email, (b) in person, by overnight courier, or (c) by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective parties as follows: If to Approach: Email: allison.cousins@approachdating.com | Address: 4132 Utah St., St. Louis, MO, 63116. If to Partner:  The email and address specified on the Approach Partner Sign Up Form.
9. DISCLAIMER OF WARRANTIES.  Approach does not make any specific warranties or promises about the Approach Dating App or the Services, including about the functioning of the Approach Dating App or the Services, or their reliability, accessibility, availability, or ability to meet Partner’s needs.  The Approach Dating App and the Services are provided AS-IS, without any express or implied warranties including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, OR non-infringement.
10. GOVERNING LAW. The Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without giving effect to any choice of law rules or provisions (whether of the state of Missouri or any other jurisdiction) that would cause the application of any other jurisdiction’s laws other than the State of Missouri.
11.  INDEMNIFICATION AND HOLD HARMLESS.  Partner agrees to defend, hold harmless and indemnify Approach and any of its members, officers, directors, employees, agents, transferees, affiliates, and assigns from and against any claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and related costs), or obligations arising out of or resulting from: (a) a third party claim, demand, or suit based on any person’s patronage of, entry into, or time spent in, Partner(s), including but not limited to ingestion of any item provided by Partner(s) to such persons, food poisoning and/or other personal injury; (b) claims by third parties against Approach for the use of Partner’s Branding Material as provided herein; (c) any improper (which shall include any advertisement, publication, or statement not approved by Approach) or unlawful advertisement, publication, statement, or other marketing document or item issued in relation to this Agreement or Partner’s relationship with Approach. Approach agrees to defend, hold harmless, and indemnify Partner and any of its members, partners, officers, directors, employees, agents, transferees, affiliates, and assigns from and against claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and related costs), or obligations arising out of or resulting from Approach’s negligent misuse of Partner’s Branding Material included on Approach Dating App.
12. CONFIDENTIALITY.  It is agreed that neither Partner, nor its respective agents, employees, representatives, or assigns shall disclose in any manner the terms and conditions of this Agreement to anyone not a party to it.
13. OWNERSHIP.  Any and all software and content provided by Approach will remain property of Approach, including but not limited to software and technology integrated into Partner’s Technology.
14. SEVERABILITY.  If any part of this Agreement is not enforceable, the remaining provisions will remain valid and enforceable.
15. EXECUTION IN COUNTERPARTS.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same Agreement, and shall become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to each of the other parties.    
16. AGREEMENT CONSTITUTES ENTIRE UNDERSTANDING.  This Agreement and any instrument or document referred to herein, including the Approach Partner Sign Up Form and the ACH / Credit Card Payments Agreement, if applicable, constitute the entire understanding and the complete and exclusive statement of the terms and conditions of the entire agreement of the parties; the terms hereof cannot be varied, contradicted, explained or supplemented by an oral agreement or representation; and any and all prior agreements, understandings or representations are hereby terminated and canceled in their entirety and are of no force or effect.
17. AMENDMENTS. No amendments and/or supplements to this Agreement (other than as specified in this Agreement, particularly with regard to Approach’s unilateral ability to modify future Fees) shall be valid and binding unless the same be in writing and executed by each party to this Agreement. Notwithstanding the foregoing, Approach reserves the right to amend or change the pricing structure of plans, including the offerings or inclusions thereof, at any time in its sole discretion, with or without notice to Partner.
18. LIMITATION OF DAMAGES.  Partner and Approach agree that to the fullest extent permitted by law, all claims for damages of any kind arising out of the Services furnished under this Agreement by Approach to Partner are limited to the total invoiced dollar value of the Services provided by Approach and paid by Partner. Approach is not responsible for any special, incidental, indirect or consequential damages (including loss of profits) incurred by Partner as a result of Approach’s performance or nonperformance of Services. Said limitation shall apply regardless of the legal basis for the claim, including but not limited to, claims based on breach of contract, negligence, or breach of warranty.
19. AUTHORITY.  Each signatory to this Agreement represents and warrants to the other party that it/he/she has full power and authority to enter into this Agreement and to grant the rights and incur the obligations contemplated herein.