Platform Agreement
This Platform Agreement, together with all applicable Reevol terms, forms a binding contract between Company and Reevol ( the “ Agreement”) and governs your use of the Services. By submitting your application to open an Account or otherwise agreeing to the Platform Agreement, you are providing your electronic signature, and you thereby accept and enter into the Agreement with Reevol. Capitalized terms used in the Agreement have the meaning provided in Section 4 ( Defined Terms) below. As used in the Agreement, " you" refers to Company, and " we" refers to Reevol.
1. The Reevol Customer to Cash Platform
1.1. Services . Subject to the Agreement, and only if Reevol has approved Company for an Account, Reevol grants you the right to access and use those Services made available through your Account. As our products and business evolve, Reevol may update the Services and will make commercially reasonable efforts to notify you in advance if an update will result in a material reduction to the capabilities of the Services on which you rely. Some Services may be delivered or supported by specific Reevol affiliates, Third- Party Service Providers, and Financial Institution Partners, and may require your or a Company Affiliate’ s agreement to Supplemental Terms.
1.2. Opening an Account . To receive access to or use the Services, you first need to submit an application for an Account. As part of such an application, you must provide all information we request, which may include Company Data and Personal Data, and connect at least one Linked Account. At all times, you must maintain at least one Linked Account.
You may also need to provide documentary information used to verify Company Data and Personal Data (such as corporate registration certificate , proof of address , financial statements , bank statements , or personal identification ). Use of certain Services or features may also require that you permit Reevol to access Company Data and Personal Data through Third -Party Services . At any time , including if you request access to additional features or Services , we may require additional information and documentation that our Financial Institution Partners deem necessary for compliance and underwriting .
We provide Company Data and Personal Data to Financial Institution Partners and Third- Party Service Providers to determine your eligibility for Services and Cards. We may also request information from credit reporting agencies using Company Data and Personal Data, and may report the performance of your account to one or more credit reporting agencies. We, Financial Institution Partners and Third- Party Service Providers, may approve or deny your application( s) or grant you provisional access to the Services, Third- Party Services, or your Account while your application is pending additional review. We may deny applications, interrupt provision of the Services to you, or suspend or close your Account where Company Data or Personal Data is incomplete, inaccurate, or out of date. If a deficiency results in suspension or closure of your Ramp Account, we will make commercially reasonable efforts to provide you with Notice.
If your business was referred to Reevol , you acknowledge and agree that Reevol may provide the status of your application and limited Company Data about you to the customer or partner that referred you , which may include (a ) notice that you successfully opened an Account and /or met other criteria required by the referral link or other referral method , such as completing a minimum required payment ; or (b ) aggregate spend data or total spend volumes as required to determine partner incentives .
Important Information About Procedures For Opening A New Account
To help the government fight the funding of terrorism and money laundering activities, relevant laws and directives require all financial institutions to obtain, verify, and record information that identifies each person ( individual or business) who opens an account. What this means for you: When you open an Account or request access to certain Services, we will ask for the name, address, date of birth, and other information to identify you and the owners and control persons for your business. We may also ask to see a driver' s license or other identifying documents. We may share this Company Data and Personal Data with Financial Institution Partners and Third- Party Service Providers for these purposes.
1.3. Fees. Some Services may have associated transaction, finance, subscription or other Fees, which Reevol will disclose in advance of charging. Disclosure may be provided in the Order Form ( including any applicable Commercial Terms document), by Notice, or prior to affirmative agreement through the Services.
1.4. Fees Stability ; Changes . Unless otherwise agreed in writing , all Fees (including platform , usage -based , and transaction fees ) will remain fixed for twelve (12) months . After this period , any fee increase must be notified at least thirty (30) days in advance in writing . Upon any proposed increase , You may terminate the Agreement without penalty by written notice .
1.5. Managing your Account . You must specify at least one Administrator to manage your Account when submitting your Application . Administrators can add , remove , or manage additional Administrators and Users ; request and manage payments and cash application ; set or change per -User limits ; view transactions ; run reports and download statements ; provide , view or update Company Data and Personal Data ; connect Linked Accounts , Third -Party Services , and other accounts to your Account ; provide authorization to debit Linked Accounts ; consent to new or updated terms and conditions and Supplemental Terms ; and perform other tasks on your behalf . You are responsible for (a ) any actions or failure to act on the part of Administrators , Users , and those using credentials issued to Administrators or Users to access Company 's Account ; and (b ) compliance with the terms and conditions for any Third -Party Services enabled , accessed or used through your Account .
All potential Users will be required to accept and comply with User Terms to become Users, and all Users that are authorized to use other payment tools may also be required to accept and comply with terms presented or required by Financial Institution Partners, Reevol or Third- Party Service Providers.
1.6. Security and Monitoring your Account. You will keep your Account secure and only provide access to individuals that you have authorized and meet all applicable requirements under the Agreement. You will immediately disable User access to the Services if you know or believe a User’ s or Administrator’ s access credentials or your Account has or may have been compromised or has been or may be misused; and you will promptly notify us ( via the Services or by contacting our support team) of any known or reasonably suspected unauthorized access or use.
1.7. Authorized Users. Your authorization of a User will allow them to use the Services and access certain functionality of your Account. You are responsible for ( a) ensuring that Users are aware of our rights and comply with your obligations under the Agreement, including Section 1.8 ( Requirements and Prohibited Activities) below; ( b) notifying Users of and administering your corporate expense and spend management policies; ( c) ensuring the payment information for all payees is complete and correct; and ( d) resolving any disputes relating to your maintenance or administration of your expense and spend management policies, including when you elect to use the Services to request or receive reimbursements from User accounts.
1.8. Requirements and Prohibited Activities. You are and will remain fully responsible for all use of the Services and compliance with the Agreement, including acts or omissions of a Company Affiliate or any User or other person associated with Company or a Company Affiliate.
Company shall not , and shall not permit any other entity or person to : (a ) use the Account , Payments , or Services for (i ) any receivable sor payments other than Company 's or a Company Affiliates ’ bona fide business , (ii ) any purpose that is unlawful or prohibited by the Agreement , or any Payment Network rules , (iii ) any personal , family , or household use , or (iv ) any activities not for the benefit of the Company or a Company Affiliate ; (b ) provide , provide access to , or use for the benefit of an individual , organization , or country that is blocked or sanctioned by the United States -- including those identified by the United States Office of Foreign Asset Control (OFAC ) -- the Account , Payments or Services ; (c ) permit use of the Account , Cards , or Services by unaffiliated third parties ; (d ) modify , reverse engineer , create derivative works from , copy or disassemble Reevol Property ; (e ) register , attempt to register , or claim ownership in Reevol Property or portions of Reevol Property ; or (f ) use the Account in connection with any prohibited activities identified in the Prohibited Activities List , or any other restricted category or business activity as determined by Reevol or any Financial Institution Partner in their sole discretion ((a ) through (f ), collectively , “Restrictions ”).
Ramp and our Financial Institution Partners may be subject to regulation and acceptable use and risk management policies that require us to strictly enforce the Restrictions and prevent any activities that violate or could potentially violate the Agreement. We may therefore limit, suspend or terminate your Account, access to the Services or Payments if we believe in our reasonable discretion that the Agreement may be or was violated, if required by a Financial Institution Partner or government authority, if we suspect you are engaged in fraudulent or illicit activities, if we believe you are creating an undue risk to us or others, or to comply with applicable laws or regulations. Without limiting any of your indemnification or other obligations to us, you agree to pay all Fines imposed on Reevol or any affiliate, officer, employee, agent or representative thereof by Financial Institution Partners, regulators, or government agencies for your violation of this Section.
1.9. Identification as Customer . We may publicly reference you as a Reevol customer on our website or in communications during the term of the Agreement. We will not express any false endorsement or partnerships. You grant Reevol a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a Reevol customer and we will use best efforts to remove references to you on our website or in communications.
1.10. Ownership and License. As between you and Reevol, Revvol and licensors own all Reevol Property, including all modifications, improvements, enhancements, derivative works, models or features. You, Administrators, and Users may use Reevol Property only as and for the purposes provided in the Agreement.
Reevol grants you a nonexclusive and nontransferable license to use Reevol Property as permitted by the Agreement to the extent that Reevol provides it to you via the Services . This license terminates upon termination of the Agreement unless terminated earlier by us in accordance with the Agreement .
1.11. Data and Privacy. You acknowledge, understand and agree that Reevol, Financial Institution Partners and Payment Networks collect, process and share Company Data and Personal Data through use of Payments, the Services, and Third- Party Services. We may use and disclose Company Data and Personal Data ( a) for identity verification and underwriting, establishment and adjustment of credit limits, payments and transaction analysis, fraud and loss prevention, and reporting; ( b) to provide, maintain and improve the Services; ( c) as required by law, Financial Institution Partners or Payment Network rules; ( d) to report Company performance to lenders, credit providers, and credit rating agencies, where appropriate; and ( e) to enforce and protect our rights, including as needed in dispute resolution. To the extent applicable, Personal Data will be processed in accordance with and subject to the Data Processing Addendum (the “DPA ”) and the parties will comply with the terms therein . Reevol may also process Personal Data in accordance with the Privacy Policy . Where Company Data or Personal Data is shared by us with our subcontractors , Reevol will implement controls to reduce the risk of loss or accidental disclosure .
1.12. Discounts and Benefits . Reevol may determine when , how , and under what conditions Company or Users may qualify for discounts , or earn cashbacks . Any right to discounts or benefits shall terminate upon the termination of the Agreement , the closure of your Account , or in the event of any breach of the Agreement .
1.13. Staging & Beta Services . Reevol may make Beta Services available to you , which may be subject to additional terms and conditions . You acknowledge that Beta Services may be unstable and subject to frequent , substantial interruptions and to erroneous output and operation . You agree not to use any Beta Services for any mission critical or other important functions without taking appropriate precautions to prevent loss or damage resulting from such use . Company hereby grants Reevol a royalty -free , fully -paid , irrevocable , perpetual , nonexclusive , worldwide , assignable and otherwise transferrable license , with the unrestricted and unlimited right to grant sublicenses , (a ) to create derivative works based upon any Feedback ; and (b ) to use , copy , display , publish , distribute or otherwise commercialize or exploit in any manner any Feedback or derivative works based thereon . You acknowledge and agree that any Feedback you submit is not Confidential Information . Reevol has no obligation to compensate or credit you for Feedback you provide , regardless of whether or how we may use or otherwise commercialize or exploit it .
1.14. Payment Services . Payment Services may be provided by : (a ) applicable Financial Institution Partners through Reevol ; and /or in the future (b ) Reevol licensed money transmitter or its statutory equivalent in applicable jurisdictions . The Payment Processing Agreement (the “PPA ”) includes the names of the regulated financial institutions (as updated from time -to -time ) providing Payment Services to you . For Payment Services that are not provided by Reevol , the PPA applies to and governs those elements of the Payment Services . We may provide our Payments Partners with Company Data and Personal Data to satisfy their security and customer due diligence requirements and deliver payments . In connection with an International Payment , you may have the ability to convert from one currency into another currency at a specified exchange rate . Exchange rates fluctuate so when you submit a request , you may only receive an initial estimate or range . We and our Payments Partners may include a margin on foreign exchange , which is a platform cost paid by you . A margin is the difference between a wholesale or mid -market exchange rate and the actual exchange rate used to convert the payment .
2. Payments to Reevol
2.1. Amounts Owed to Reevol. You are responsible for payment in full of all Charges, Fees, Fines and other amounts ( e. g., for bill payments or other amounts owed for use of Payment Services) owed by you to Reevol. All monetary amounts owed under the Agreement are stated in US Dollars ( USD), unless otherwise specified by Reevol through the Services or in applicable Order Form.
2.2. Set Off and Collections. Amounts owed under the Agreement, including amounts included in a periodic statement, may be collected from any Linked Account that is currently linked; or set off, debited, or collected from amounts in an Account that you hold. This right may be exercised against Company, its Company Affiliates, and any assignees for the benefit of your creditors or receivers. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.
Any failure to pay the full amount owed to Reevol when required is a breach of the Agreement, pursuant to which Reevol may declare the entire balance due immediately, regardless of the current billing cycle. You are responsible for all costs or expenses that we or Issuers incur collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law.
2.3. Authorization to Debit Account. You authorize Reevol, Financial Institution Partners, and their assigns to collect amounts owed under the Agreement by debiting funds from the Account. Your Account may be debited for all payments and other amounts owed in connection with the Services or under the Agreement when due.
3. Additional Terms
3.1. Term and Termination . The Agreement is effective when you submit an application for an Account or otherwise agree to the Platform Agreement and continues until terminated by either you or us , or in accordance with the Order Form or as otherwise set forth in the Agreement .
You may terminate the Agreement by paying all amounts owed and providing notice to us, but you remain responsible for all Charges, Fees, Fines, and other amounts owed. Your payment and Reevol' s acceptance of any amounts do not extinguish or waive any of Reevol' s rights hereunder. In addition to the termination rights provided elsewhere in the Agreement, each Party may terminate the Agreement without cause at any time by providing a thirty (30) days Notice. Upon termination, any Services will immediately expire.
3.2. Actions upon termination. Upon terminating this Agreement, then: a) Reebok will issue a pro- rata refund of any prepaid and unused platform fees within sixty (60) days following the effective termination date ( excluding any non- refundable fees and any fees for Services already performed or usage incurred prior to termination or security deposit under the PPA), b) You will be granted continued access to the platform and your data for a period of sixty (60) days following termination, solely for purposes of exporting your data, provided you continues to comply with this Agreement.
Upon Company ’s written request , Reevol will provide reasonable transition assistance to support your migration to an alternative solution , subject to Reevol ’s then -current professional services rates and availability .
Sections 1.6 (Security and Monitoring your Ramp Account ), 1.11 (Data and Privacy ), 1.13 (Beta Services ), 2.2 (Set Off and Collections ), 2.3 (Authorization to Debit Accounts ), 3.1 (Term and Termination ), 3.2 (Notice and User Notifications ), 3.3 (Limitation of Liability ), 3.5 (Disclaimer of Warranties ), 3.6 (Indemnification ), 3.7 (Governing Law ), 3.9 (Legal Process ), 3.10 (Assignment ), and 3.14 (Confidential Information ) of the Platform Agreement ; the provisions of the PPA that identify continuing obligations ; and any other provisions of the Agreement giving rise to continued obligations of the parties will survive termination of the Agreement .
3.3. Notice and User Notifications. You consent to us providing Notices to you and User Notifications to Users electronically, including in each case those required by law, and your Users must consent to receiving User Notifications electronically. Such electronic Notices and User Notifications shall have the same effect as if provided in writing. Our Notices to you will be effective if provided to an Administrator, and User Notifications will be effective if provided to the applicable User, in each case electronically through the Services, via email, or ( except as provided below) via SMS to the contact information provided to us by the Administrators or the User, as applicable; provided that any required Notice of any material change to or amendment of the Agreement under Section 3.12 ( Changes to the Agreement) below will be provided to an Administrator. Company is responsible for coordination of all communication with Reevol and represents and warrants it is entitled to make and receive any communication or Notice on each Company Affiliate’ s behalf.
It is your responsibility to ensure that the contact information , including any email addresses , associated with your Account remain current . Notify us immediately if you are or believe you are having problems receiving Notices .
3.4. Limitation of Liability
REEVOL IS NOT LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, DAMAGE ATTRIBUTABLE TO REPUTATIONAL HARM, PHYSICAL INJURY OR PROPERTY DAMAGE, OR LOST REVENUE ARISING FROM OR RELATED TO THE AGREEMENT OR TO THE SERVICES OR PAYMENTS, INCLUDING YOUR OR A COMPANY AFFILIATE’ S USE OF OR INABILITY TO USE SERVICES OR CARDS, WHETHER OR NOT WE WERE ADVISED OF THEIR POSSIBILITY BY YOU OR THIRD PARTIES. OUR AGGREGATE LIABILITY TO YOU UNDER THE AGREEMENT FOR ALL CLAIMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO REEVOL IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $10,000. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.
3.5. Representations and Warranties . In addition to other representations and warranties provided by you in the Agreement, you represent and warrant that ( a) Company and each Company Affiliate is and will continuously throughout the term of the Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation; ( b) Administrators have requisite organizational power and authority to conduct business on and manage Company' s Account in all respects, including delegating access or authority to other Users and connecting and authorizing debits from Accounts, and Company is responsible and liable for each and every action taken by any Administrator that relates to the Agreement, Supplemental Terms, the Services, any Payment or any Third Party Services; ( c) you are opening an account on behalf of a Company organized and registered in the declared jurisriction and that you are not opening an account as a consumer, sole proprietor, or unincorporated partnership; ( d) you, Company Affiliates and Users will not engage in activities prohibited by the Agreement or any other agreement with us or a third party; ( e) all Accounts belong to you or a Company Affiliate; and ( f) all Company Data and Personal Data provided to Reevol is and shall remain complete, accurate, and current, you will update such Company Data and Personal Data immediately whenever it changes, and you have all necessary rights, consents and authorizations to make Company Data and Personal Data available to us for the purposes contemplated hereunder.
3.6. Disclaimer of Warranties
THE SERVICES , REEVOL PROPERTY , AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE . NOT ALL SERVICES MAY BE AVAILABLE OR OFFERED TO YOU . REEVOL DISCLAIMS ALL EXPRESS , IMPLIED , OR STATUTORY WARRANTIES , AND YOU ACKNOWLEDGE THAT NO RAMP PERSONNEL ARE AUTHORIZED TO PROVIDE ANY SUCH WARRANTY (EXCEPT IN A WRITTEN DOCUMENT IDENTIFIED AS AN AMENDMENT TO THE AGREEMENT AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF REEVOL AND AN AUTHORIZED REPRESENTATIVE OF COMPANY ).
THIRD- PARTY SERVICES ARE NOT PROVIDED, CONTROLLED, RECOMMENDED OR ENDORSED BY REEVOL. REEVOL DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY OR RELATING TO THIRD- PARTY SERVICES. IF A THIRD- PARTY SERVICE IS CONNECTED TO OR USED WITH YOUR REEVOL ACCOUNT, COMPANY DATA AND PERSONAL DATA MAY BE ACCESSED AND RECEIVED BY REEVOL AND SHARED WITH THE THIRD- PARTY SERVICE PROVIDER. WE ARE NOT RESPONSIBLE FOR THE THIRD- PARTY SERVICE PROVIDER’ S USE, DISCLOSURE, MODIFICATION OR DELETION OF COMPANY DATA OR PERSONAL DATA.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING , REEVOL DOES NOT GUARANTEE : (A ) SERVICES OR DATA PROVIDED UNDER THE AGREEMENT WILL BE ACCURATE AND ERROR -FREE ; (B ) SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS ; (C ) SERVICES WILL BE USABLE BY COMPANY , COMPANY AFFILIATES , ADMINISTRATORS , OR USERS AT ANY PARTICULAR TIME OR LOCATION ; (D ) SPECIFIC BUYERS HAVE PROVIDED CORRECT PAYMENT INFORMATION OR WILL PURCHASES USING PAYMENT METHODS ISSUED BY A FINANCIAL INSTITUTION PARTNER ; AND (E ) SERVICES WILL BE SECURE OR FREE FROM HACKING , VIRUSES , OR MALICIOUS CODE .
3.7. Indemnification. You agree to indemnify, defend and hold harmless Reevol, Financial Institution Partners and Third- Party Service Providers ( including each such entity’ s affiliates, directors, employees, contractors and agents) from and against any losses, liabilities, damages, claims, costs or expenses ( including reasonable attorneys' fees) arising out of or relating to third- party claims, proceedings, suits, or actions arising from, related to or involving ( i) a Company Affiliate’ s, an Administrator’ s or a User’ s actual or alleged breach of any legal obligation owed to Reevol or others, including obligations arising out of the Agreement or the PPA; ( ii) amounts owed by Company to third parties; ( iii) acts or omissions of Administrators, Users, or other Company or Company Affiliate employees or agents in connection with use of the Services, the Payments or any Third- Party Services; and ( iv) disputes over Charges or other payments between Company or a Company Affiliate and payees. Reevol may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Reevol for the reasonable fees of such counsel and all related costs and reasonable expenses.
3.8. Governing Law. The Agreement, and any dispute or controversy arising from or related to it, will be governed by, and construed and enforced in accordance with the laws of the State of New York, without reference to any choice- of- law or conflict- of- law provisions of any jurisdiction. Except as otherwise required by applicable law or provided in the Agreement, a judicial proceeding may only be brought in a court of competent jurisdiction in New York County, New York. Both you and Reevol irrevocably consent to venue and personal jurisdiction there for any dispute; provided that either party may bring any action to confirm an injunctive relief in any court having jurisdiction.
3.9. Assignment. Reevol may assign, pledge, delegate or otherwise transfer the Agreement or its rights, powers, remedies, obligations, and duties of performance under the Agreement. Any such assignee will have all rights as if originally named in the Agreement instead of Reevol. You may not assign the Agreement or any rights hereunder, or delegate any of your obligations or duties of performance, without Reevol' s express written consent.
3.10. Headings and Interpretation. Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either... or... or any combination of the preceding items; and provisions listing items and using and require all listed items.
3.11. Changes to the Agreement We may modify the Agreement, including by deleting, modifying or adding provisions to the Platform Agreement or the PPA, by posting an amended version. The amended version will be effective at the time we post it, unless otherwise noted. If such modifications constitute a material change to the Agreement, we will provide you with reasonable prior Notice before the modifications become effective as to you; provided, however, the modified Agreement may take effect immediately in exigent circumstances, including where required to comply with applicable law, regulation or Payment Network rules or to avoid or mitigate any material risk, loss or damage. If you do not accept any such modification, you must cancel your Ramp Account. If you provide electronic acceptance of the modifications or continue to use the Services or Payments after any modification takes effect, you will be deemed to have consented to the revised Agreement.
3.12. Waivers. Any waiver, modification, or indulgence that we provide to Company, 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, modification, or indulgence under the Agreement for any other or future acts, events, or conditions. Further, any delay by a party in enforcing its rights under the Agreement does not constitute forfeiture of such rights.
3.13. Entire Agreement; Severability. The Agreement ( including any terms or policies incorporated herein) constitutes the entire understanding between Company and Reevol regarding the subject matter of the Agreement and supersedes all prior or contemporaneous proposals, agreements, or understandings, written or oral, and including any non- disclosure or confidentiality agreements, regarding that subject. No other agreements, representations, or warranties other than those provided in the Agreement will be binding unless in writing and signed by Company and Reevol. If any provision of the Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable la, w and the remaining provisions will continue in full force and effect.
3.14. Confidential Information. (a ) Restrictions on Use . In connection with the Agreement , a party may receive (“Recipient ”) Confidential Information from the other party (“Discloser ”). Except as allowed in the “Exceptions ” paragraph immediately below , Recipient shall hold Discloser ’s Confidential Information in confidence and shall not disclose any such Confidential Information to any third party , other than (i ) to its employees , contractors , service providers , advisors and affiliates who need to know such Confidential Information and who are bound by confidentiality restrictions comparable to and no less restrictive than those set forth herein ; and (ii ) as expressly set forth in the Agreement and /or Privacy Policy . To protect Discloser ’s Confidential Information , Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care ). (b ) Exceptions . Recipient may disclose Discloser ’s Confidential Information : (i ) to the extent required by applicable law or regulation ; (ii ) pursuant to a subpoena or order of a court or regulatory , self -regulatory , or legislative body of competent jurisdiction ; (iii ) in connection with any regulatory report , audit , or inquiry ; or (iv ) where requested by a Financial Institution Partner .
4. Defined Terms
4.1. Capitalized terms in the Agreement are defined as follows:
Administrator means any User designated by Company as an administrator of Company 's Account .
Agreement means, collectively, the Platform Agreement and all Reevol Terms applicable to the Services you request or receive access to.
Beta Services means any products or services identified as beta , pre -release or similar .
Card Networks means the payment card networks, including Visa, Mastercard, JCC, Union Pay.
Payments Terms means the agreements between Company and the applicable Financial Institution Partner for use of their financial services ot products .
Payments means physical or virtual payment methods offered by a Financial Institution Partner and managed through your Account.
Charge means a payment for goods or services made using Reevol ’s Services to a buyer on your behalf .
Chargeback means a dispute that was initiate ( i) against you for an unresolved dispute with the merchant; or ( ii) because a Charge is unauthorized.
Company or you means the company that is applying for or has opened an Account .
Company Affiliate means an affiliated legal entity of Company that ( i) is controlled by or under common control with you; ( ii) you have expressly authorized to access and use your Account; and ( iii) has satisfied any additional conditions imposed by Reevol or its Financial Institution Partners for access to Services.
Company Data means information or documentation provided by or on behalf of Company or a Company Affiliate to Reevol under the Agreement , including Financial Data .
Confidential Information means non- public information in any form that is designated as confidential prior to disclosure or should reasonably be understood to be confidential due to the nature of the information disclosed and/ or the circumstances surrounding the disclosure. Confidential Information includes any non- public portions of the Agreement. Confidential Information shall not include information that: ( i) is or becomes publicly available ( other than by disclosure by Recipient in violation of the Agreement); ( ii) is independently developed by Recipient without use of Discloser’ s Confidential Information; ( iii) is rightfully obtained by Recipient from third parties without an obligation of confidentiality; or ( iv) is made available by or on behalf of Company or a Company Affiliate in connection with ( x) an application for an Account or features or Services available through an Account, or ( y) use of the Services.
Feedback means all feedback , suggestions , ideas , or requests you submit or otherwise communicate to us by any means .
Fees means charges we impose for use of Services or your Account.
Financial Data means Company 's or a Company Affiliate ’s bank balance , transaction , and account information accessible to Reevol through Accounts or Third -Party Services .
Financial Institution Partner means each of our financial and payment institution partners, such as each acquiring or issuing bank that is a member of a Card Network and is responsible for payment processing and store value or issuing cards to you. References to Financial Institution Partner shall be deemed to include Stripe, Inc. and AirWallex Inc.
Account or Linked Account means any eligible deposit or other similar type of e -money or digital account or bank account that is held with Reevol on your behalf with a financial institution or other account type that provides financial data and is linked to or otherwise authorized for use through Reevol .
Payment Services means Services that enable card, wire or alternative payment methods processing, FX, payouts or any other reimbursements and other non- card payment functionality.
Personal Data means data that identifies or could reasonably be used to identify a natural person .
Platform Agreement means this Reevol Platform Agreement, as amended.
Prohibited Activities List means the list of prohibited business types and activities posted as Reevol Terms & Conditions (as updated from time -to -time ) that may render Company ineligible for an Account .
Reevol or we mean 40 Seas Inc. and its affiliates, unless otherwise stated.
Account means your account with Reevol that is used to access Services .
Reevol Data means all data generated, collected or logged by Reevol through the development or provision of Services or Payment Services, or the connection of Third- Party Services.
Reevol Property means the Services and related technology , including applications providing Users with access to the Services ; Reevol Data ; and copyrights , patents , trade secrets , trade or service marks , brands , logos , and other intellectual property rights in or to any of the foregoing .
Reevol Terms and Conditions means the agreements, terms, addenda , and supplements that are incorporated herein by reference and are ( a) posted at http:// reevol. ai/ legal↗ ( or a successor URL); or ( b) agreed to in writing by and between Reevol and Company and/ or a Company Affiliate, including electronically via the Services.
Services means the customer to cash management services and all other services provided by Reevol to business customers , as well as any support services we provide . For the avoidance of doubt , Third -Party Services are not part of the Services .
Supplemental Terms means additional terms or policies to which we, a Third- Party Service Provider or a Financial Institution Partner may require you to agree for access or use of certain Services.
Third -Party Service Provider means any provider of any Third -Party Service and any affiliate or other third party that assists us in providing the Services to you , or that supports our internal operations .
Third- Party Services means services and data provided by third parties related or connected to, or provided through, the Services or your Account, including in connection with know your business, credit assessment and insurance. Third- Party Services may ( but will not necessarily) include accounting or receivables management platforms ( such as QuickBooks, Odoo, Xero, and NetSuite), payment processors and e- commerce platforms ( such as Stripe), enterprise software tools ( such as Slack or Outlook) and applications used to monitor Accounts ( such as Mixpanel). Each example is noted without limitation.
Users means any employees , contractors , agents , or other individuals who (i ) are designated as users of the Services by Company ; and (ii ) have accepted and agreed to be bound by the User Terms .
40 Seas Inc.
Name: __________________________
Title: __________________________
Signature : ______________________
Date : ___________________________
Customer
Name : __________________________
Title : __________________________
Signature: ______________________
Date: ___________________________