Platform Client Terms

Last updated: July 17th, 2025

These Platform Client Terms ("Platform Terms") are an addendum to the Corporate Client Terms of Service (the “Agreement”) between Reloadly Inc., a Delaware corporation (“Reloadly”, “we”, “us”, or “our”), and the entity that creates or maintains a Reloadly Account on behalf of its own customers (“Platform Client” or “you”).

These Platform Terms outline the specific terms applicable to Platform Clients who integrate or resell Reloadly’s services to their end users. These terms form a legally binding agreement between Reloadly and each Platform Client. Capitalized terms used but not defined herein have the meanings assigned in the Agreement.

1. Modifications to These Terms

Reloadly may update these Platform Terms periodically. Changes become effective either upon (a) your first use of the Services following notice of such changes, or (b) 30 days after we post the revised Platform Terms to our website. The “Last Updated” date will reflect the most recent revision. If you do not accept the updated terms, you must discontinue use of the Reloadly Services in a platform capacity.

2. Hierarchy of Terms

In the event of a conflict between the Agreement and these Platform Terms, the Platform Terms shall govern to the extent necessary to resolve the inconsistency.

3. Who Is a Platform Client

A Platform Client is a Client who:

Integrates Reloadly’s Services into their own products for use by end users ("End Users");
Enables End Users to access the Services through a relationship with the Platform Client; or
Offers Reloadly's Services as an added feature or component to their own solutions.

Platform Clients remain subject to all obligations and conditions outlined in the Agreement.

If you meet this definition but have not coordinated with Reloadly’s team, please contact sales@reloadly.com before proceeding.

4. Platform Account Structures

a. Acting on Behalf of End Users

If you are administering Reloadly Services on behalf of an End User, you represent and warrant that you are authorized to act as their agent and to bind them to these terms.

b. White-Labeled or Embedded Use

If you embed Reloadly Services in your own offering, you are responsible for disclosing to End Users that:

Reloadly is a third-party service provider;
The End Users are subject to separate Reloadly terms; and
Their use is governed by Reloadly’s Privacy Policy and, where applicable, our Data Processing Addendum.

Reloadly may require review and approval of how our terms are incorporated into your user agreements.

c. Sub-Accounts

Reloadly may authorize you to create sub-accounts under your primary Reloadly Account. You are responsible for:

Managing balances per sub-account;
Ensuring Orders are placed under the correct sub-account;
Providing End Users with appropriate transaction records.

Reloadly will not reallocate funds or reassign Orders between sub-accounts.

5. End User Requirements

a. Eligibility

End Users must meet Reloadly’s eligibility criteria, including those outlined in the Agreement.

b. Know Your Business (KYB) and Identity Verification

i. Reloadly-Managed KYB

You must provide information required by Reloadly to verify each End User’s identity, including details necessary for anti-money laundering (AML) or fraud prevention purposes. Reloadly reserves the right to reject any End User and will notify you if access must be revoked.

ii. Client-Managed KYB

If you maintain your own AML program, Reloadly may allow you to vet End Users. You must:

Submit your AML policy for Reloadly’s review;
Annually update or re-certify the program;
Confirm adherence to the AML process for each End User.

Reloadly may withdraw approval at any time and require full KYB through our platform.

6. Platform Client Responsibilities

In addition to your responsibilities under the Agreement, you represent and warrant that:

You have legal authority to share personal data of End Users with Reloadly;
End Users have consented to use Reloadly’s Services through your integration;
You will disclose that Reloadly’s terms apply and are subject to change;
All data provided to Reloadly is accurate and up to date;
You will comply with Reloadly’s decision to grant or revoke End User access;
No End Users are engaged in any prohibited activities under Reloadly’s policies.

7. Balance Funding

a. Platform-Funded

If you fund End User balances, you represent that you are properly licensed or authorized to transmit such funds to Reloadly on their behalf.

b. End User-Funded

If Reloadly allows End Users to fund accounts directly, you are responsible for:

Providing instructions and support for transfers;
Properly allocating received funds across sub-accounts.

8. Intellectual Property

a. End User Marks

If you use End Users’ branding in connection with Reloadly’s Services, you grant Reloadly a limited, non-exclusive, royalty-free license to use those marks solely for:

Fulfilling our service obligations;
Marketing use (with your consent); and
Identifying you and your End Users as Reloadly clients.

All rights to End User marks remain with the Platform Client.

b. End User Content

You retain all rights to materials owned or created by End Users, but grant Reloadly a license to use such materials solely as needed to perform the Services.

9. Limitations of Liability

Reloadly will not be liable for any indirect, incidental, special, consequential, or punitive damages (including lost profits or data), arising from your or any End User’s use of the Services.

In no event will our total liability under these Platform Terms exceed $100 USD, regardless of the nature of the claim.

Reloadly will not be responsible for disputes between Platform Clients and End Users, and disclaims all liability arising from those relationships.

10. Indemnification

In addition to your indemnity obligations under the Agreement, you agree to defend, indemnify, and hold Reloadly and its affiliates harmless from any claims arising out of:

Your or your End Users’ use of the Services;
Breach of these Platform Terms or the Agreement;
Violation of any third-party rights, laws, or regulations.

11. General Terms

a. Relationship of the Parties

Reloadly and Platform Client are independent contractors. These terms do not create any partnership, joint venture, or agency relationship.

b. Non-Exclusivity

These Platform Terms are non-exclusive. Either party may work with other clients, vendors, or partners.

c. Notices

Reloadly may send notices via email or through postings on our website. Notices become effective upon posting or sending.

d. Term

These Platform Terms apply as long as you are considered a Platform Client under Reloadly’s definitions.

e. Waiver

Failure to enforce any provision of these terms shall not be construed as a waiver of that right.

f. Entire Agreement

These Platform Terms, together with the Agreement, constitute the full agreement between the Parties regarding Platform Client use.

g. Assignment

You may not assign these Platform Terms without Reloadly’s written consent. Reloadly may assign them without notice.

h. Governing Law

These Platform Terms are governed by the laws of the State of New York, excluding conflict of law principles.

i. Severability

If any provision is found invalid, the rest of the Platform Terms will remain in full effect.

j. Survival

Sections that by nature should survive termination (e.g., indemnity, limitations of liability) will continue to apply after these Platform Terms end.