Terms & Conditions

Overview

Hi and welcome to Reap.

These Terms of Service (“Terms of Service”, “Agreement”) contains important information about your usage of our Services (defined herein) and forms a binding contract between you and Reap Technologies Limited, a company incorporated in Hong Kong under Company Registry number 2714427 with a registered address at 25E, 23/F, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong (“Reap, “we”, “us”, “our”).

In reference to Business Accounts, “you” and “your” refers to the underlying business entity or the administrative representative as the context may require. For the avoidance of doubt, for Business Accounts this Agreement is a binding contract between Reap and the underlying business entity. In reference to Personal Accounts, “you” and “your” refers to the individual person who registered and this Agreement is a binding contract between Reap and you. By browsing, registering for, accessing or using any Reap’s Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including any additional guidelines referenced in this Agreement (including our Privacy Policy). Please do read them carefully. If at any time you are found to be in breach of this Agreement, Reap reserves the right to withhold Services from you and terminate your usage.

We may amend this Agreement at any time, for example to reflect changes to the Services or compliance with the law. The revised version will be effective at the time we post it on our Website, unless otherwise noted. Changes will not apply retroactively.

If you do not agree with the revised terms and conditions, you must stop using our Services, close your account and terminate your relationship with us by contacting us at [email protected]. Continued usage of our Services after any amendments will constitute acceptance of the updated Agreement.

Service Content

Reap’s Services Reap offers two Services to Users; Reap Pay and Reap Collect. ‍ Reap Pay is a Service which enable you to make Payments to third-party Recipients, from a User’s Payment Method bearing any Accepted Card Brands (debit or credit card) to a bank account legally held by the Recipient.

Reap Collect is a Service which enables Users to request Payments from third-party Customers, from the Customer’s Payment Method bearing any Accepted Card Brands, to a bank account legally held by you.

The Services are offered severally, and not jointly. Which means, that at Reap’s discretion, you may be eligible for and/or have access to none, one, or both of the Services. Reap’s Service is to facilitate the above mentioned Payments between you and a Recipient or Customer. We are not and do not represent ourselves to be a bank, remittance agent, payment system, stored value facility or payment gateways as defined by the applicable laws in the jurisdictions where we are duly incorporated and operating. Reap does not currently issue credit or debit cards or extend credit.

‍Our Fees

‍For the provision of these Services to you, Reap will charge a Fee for each Payment at the time of Payment creation from the Payment Method used for such a Payment. The applicable Fee will be clearly disclosed to you in advance each time you initiate a Payment.

‍Independent Third-Party‍

Reap provides our Services as an independent, third-party service that is not affiliated in any way with your Recipients or Customers. Your use of our Services does not in any way constitute a contractual relationship between Reap and your Recipients or Customers. Therefore, Reap assumes no responsibility and bears no liability for any consequences resulting from your interactions or contracts, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise between you and your Recipients or Customers.

Eligibility and Usage Content

Eligibility Requirements

To be able to use Reap Services, the User is required to register for either a personal or business Account, by providing Reap, at a minimum, the following information:

• Your full name and/or business entity name;
• Your email address;
• Your phone number;
• Your identification document number;
• A secure password;
• Valid company registry number (if applicable);
• Business website;
• Business nature;
• Registered business address or principal place of business (if different);
• Authorized business representative name and identification document number;
• Bank account details of an account legally held by you (for Reap Collect Users) or of your Recipient (for Reap Pay Users).

You will ensure that all the information provided is true, accurate, current and complete; and must promptly update such information to ensure that it remains so at all times.

You must not impersonate any other person, operate under an alias or otherwise conceal your identity.

Account Security

You must protect your username and password and must not share your Reap account username and/or password with any other person. Consequently, you acknowledge, and agree with us, that you are solely responsible for any payment that is scheduled or made using your username and password, regardless of whether you claim that you did not authorize the payment, or provide your login information to any individual or otherwise claim that you did not schedule or make the payment.

Having said that, you should immediately notify us if you believe your Reap login information has been lost or stolen or you believe there has been an unauthorized transaction or unauthorized access to your Account.

Representation of Capacity

When you create a new business Account and each time you schedule any Payments thereafter, you represent and warrant to us that you are authorized to act on behalf of that business entity and that the business entity is duly organized and validly operating in Hong Kong.

When you create a new individual Account and each time you schedule any Payments thereafter, you represent and warrant to us that you are creating or using the account on your own behalf, are of legal age and under no legal disability or incapacity and have full power and authority to enter into, and take all necessary steps to enable you to lawfully enter into, this Agreement, and the transactions contemplated herein, and be responsible for the obligations described in this Agreement.

Verification of Identity

You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include requesting further information, requiring you to take steps to confirm or validate ownership of your email address and business, ordering a credit report and verifying your information against third-party databases or through any other sources. You represent and warrant the power and authority to provide this information to us and agree to cooperate and assist to enable us to perform such checks and to comply with applicable laws, regulations and requirements.

Limitation on Usage of Services

If we have reason to believe that you have used our Services inappropriately as further described in our Prohibited Activity list, we reserve the right, in our sole discretion, to close, suspend, or limit your access to your Account or the Services; hold, return, or reclaim Payments; decline to provide Services to you or related parties in the future; contact and update your bank, affected parties including other Users, Recipients or Customers, law enforcement, or relevant regulators about your actions, or take legal action against you in the jurisdiction in which we operate.

Third-Party Links

The Website may contain links to third party websites that are not owned, operated, or controlled by us. Reap does not approve or control any third party website or application and are not responsible or in any way liable for their content, privacy policies, or practices of such websites or the companies that own or operate them. If you use or reference websites or applications of any third party, you must comply with their terms and conditions. We cannot and will not censor or edit the content of any third-party site. By accessing our Website, you expressly relieve us from any and all liability arising out of or in connection with your use of any third-party website. You should also take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any third party websites, you do so at your own risk.

Responsibility of Tax Implications Associated with Usage of Services

You are responsible for all, if any, applicable taxes arising from your use of our Services. It is your sole responsibility and liability to determine what, if any, taxes apply to the payments you make or receive, and to assess, collect, report and remit the correct taxes to the appropriate authority, including any relevant fines, penalties and liabilities associated thereof. We are not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes associated with your use of our Services.

Responsibility of Card Reward Programmes Associated with Usage of Services

You are responsible to know and understand the rewards programme associated with the Payment Method you choose to use in conjunction with making Payments with our Services. This includes understanding any promotion offered by your Payment Method issuer in connection with its rewards programme. We cannot and do not take any responsibility for the rewards offered by your Payment Method issuer falling short of, or otherwise being different from, your expectations. We make reasonable efforts to keep all such marketing material accurate and up to date. However, we have no obligation to confirm with a Payment Method issuer that the information they have provided to us is complete, correct and up to date and that we have understood it correctly and completely. In addition, we have no obligation to find out about, or inform you about, any changes subsequently made by Payment Method issuer to any programme that we include in our promotional material updates. By using our Services, you agree that we assume no responsibility or liability arising from any misrepresentations, errors or omissions in the rewards programme information we provide to you and/or any liability arising from any changes made to a rewards programme by a Payment Method issuer.

Reap Pay

Reap Pay is a Service which enables you to purchase goods and services using your existing Credit Card by making a payment to any bank account legally held by the Recipient you are purchasing the goods or services from. 

Creating Reap Pay Payments Reap Pay Payments (“RP Payments”) to Recipients can be submitted for immediate or future processing via the Reap Pay Service. We will require you to provide certain information to us in order to understand the transaction and process the request. The required information from you will be indicated to you on our Website.

For each RP Payment you submit, you represent and warrant to Reap that the information you provided is accurate, sufficient, and valid, and you instruct and authorize Reap to process and complete the payment immediately. Consequently, you acknowledge and agree that you are solely responsible for:

• amending and/or cancelling any RP payments that you have setup but for which any details have since changed;
• selecting another Payment Method if the expiry date of the initial Payment Method is after the day on which we will be processing the charge; and
• ensuring that, as at both the date of submission and the expected payment date, the Recipient information, Recipient bank account details and payment amount is correct.

If Reap has processed or completed your RP Payment according to your instructions, you agree that the payment details must be considered correctly provided even if you made a mistake.

If you provided incorrect information, we may, in good faith, use reasonable efforts to recover the funds for you and may charge you a reasonable additional fee, which you agree to pay. However, in the event that we are unable to retrieve the incorrectly sent funds, you agree that Reap will not be liable to reimburse any amount or to reverse any transaction that has been completed as a result of your error or negligence.

Review and Information Requests At any time after the submission of an RP Payment, your RP Payment may be subject to review and additional data requests, which serves to better understand the nature of and reason for your RP Payment. During this review process and for any reason, Reap may place a temporary hold on the delivery of your RP Payment, and may request more information from you including but not limited to verification of your identity, an associated bill or invoice, or other evidence of your relationship with the Recipient.

Requests for review and additional data may be initiated via email or phone call using the contact details you provided for your account. You acknowledge that our ability to efficiently and effectively conduct a review for Payments is reliant upon your cooperation and that we are entitled to hold the funds and not make any Payments until you pass our review. You further agree not to pursue any complaint, suit, remedy, action or claim against Reap in the event that there are any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.

Refund of Reap Pay Payment In certain situations following a RP Payment submission, you may request a refund by contacting us at [email protected] We will review the request and process the requested refund if, in our sole discretion, we deem the refund possible, reasonable and legal

At its sole discretion, Reap also reserves the right to cancel and refund any RP Payment without your prior consent and without providing reason. In such cases and as permitted by applicable law, your funds will be returned to you via the original Payment Method, or if necessary via other means. You acknowledge and agree that Reap is not liable for any liabilities you may incur, including but not limited to late fees, penalties, or interest due to RP Payments that are held, denied, or reversed.

Immediate Processing of Payment RP Payments submitted for immediate processing will have the associated Payment Method charged immediately for the RP Payment amount plus any Fee charged by Reap for processing this RP Payment. RP Payments submitted for immediate processing will require successful Payment Method authorization at the time of submission. If this charge fails to authorize, Reap will be unable to continue to process your RP Payment, and will notify you via the dashboard.

Future and Recurring Processing of Payment RP Payments may be submitted for future or recurring processing (“Scheduled Payment”), but must be assigned to a Payment Method at time of submission which remains valid through the date which the RP Payment is scheduled to be completed and the Payment Method charged. Prior to each Scheduled Payment’s completion date, a Scheduled Payment may be cancelled or edited via the Website. Editing a Scheduled Payment may result in alterations not specifically requested including but not limited to recalculation of associated Fees, qualification for current promotion, or disqualification of expired promotions. By editing a Scheduled Payment’s details after submission, you agree to pay all recalculated Fees and agree that Reap can, in its sole discretion, determine whether you qualify for any current or expired promotions.

Delivery and Completion of Reap Pay Payment Once your Payment Method is charged, and all other reviews have been completed, it will take up to 3 business days for the funds to be dispatched to your Recipient’s bank. However, the funds transferred to your Recipient may fail to be recognized by your Recipient because of a number of reasons including but not limited to invalid beneficiary account number, incorrect bank name, improper documentation, additional processing time from your Recipient’s bank etc. You agree not to hold Reap responsible for any delay due to reasons outside of Reap’s control. Your liability to the intended Recipient may be subject to penalties, late fees and interest charges assessed by such recipient, all of which remain your responsibility.

Satisfactory Goods or Services for Reap Pay Payment By submitting your RP Payment for processing by the Service, you agree that the goods or services provided by your Recipient in exchange for the RP Payment have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided by your Recipient, including those Services rendered by Reap in exchange for your payment of Fees. You accept and agree that no refunds or chargebacks on our Fees are permitted.

Cross-border Reap Pay Payment All payments to non-Hong Kong recipients are conducted via our wholly-owned subsidiary Reap (Remit) Limited, a company incorporated in Hong Kong under Company Registry number 2749310 and holder of Money Service Operator License number 19-08-02816.

Where the Recipient bank account is not located in the jurisdiction where our Services are available and the funds for RP Payment are delivered in a different country from which they originate (“Cross-border RP Payments”), Reap uses the services of a licensed remittance partner in order to complete the remittance and exchange of currencies. Cross-border RP Payments may be subject to higher fees, further reviews, and longer delivery timelines. At the time of the RP Payment submission, we will inform you of the estimated completion time of your payment and all applicable fees including the indicative exchange rate. We will use reasonable efforts to ensure that the funds arrive in the Recipient’s account within the timeline notified to you at the time the Cross-border RP Payment is submitted. You acknowledge that we do not have any control over the time it may take for the recipient’s bank or payment provider to credit and make available funds to the recipient and agree that Reap is not responsible for any delays or failed payments in connection with Cross-border RP Payments.

Exchange rate may be subject to fluctuations between when the Cross-border RP Payment is submitted and when the Payment Method is charged. You acknowledge and accept that credits to and debits from the Payment Method in association with Cross-border RP Payments may be executed in unexpected and varying amounts as converted to and from a Recipient’s local currency. Additionally, Payment refunds associated with Cross-border RP Payments will be subject to exchange rates then in place, which may differ from the exchange rate observed or indicated to you when you submit a Cross-border RP Payment. You agree that Reap is not liable for any consequences arising from exchange rate fluctuations.

Reap Collect

Reap Collect is a Service which enables you to request and collect payments from third-party Customers using their existing Credit Card by making a payment to a bank account legally held by you.

Creating Reap Collect Payments You can create Reap Collect Payments (“RC Payments”) request links by creating the request via the Reap Collect Service on our Website. We will require you to provide certain information to us in order to understand the transaction and process the request. The required information from you will be indicated clearly to you on our Website. For each RC Payment you submit, you represent and warrant to Reap that the information you provided is accurate, sufficient, valid, and you instruct and authorize Reap to process and complete the payment immediately on your behalf. Consequently, you acknowledge and agree that you are solely responsible for:

• amending and/or cancelling any RC Payments that you have setup but for which any details have since changed; and
• ensuring the Customer information is correct, including contact details and the correct amount of the RC Payment. If Reap has delivered the RC Payment request to Customers according to your instructions, and the Customer completes the RC Payment, you agree that the Payment will be considered correctly completed even if you made a mistake.

Delivery to Customer We will attempt to deliver RC Payments requests to the specified Customer according to your instructions, including via email, SMS message and/or Whatsapp. We will to our best efforts ensure the accuracy of the delivery to the intended Customer based on the accuracy of the instruction provided. The successful delivery of the request may be influenced by a number of factors not directly in Reap’s control, including errors in Customer detail, service outage of delivery methods and Customer and you agree that Reap is not responsible or liable for any factors outside of our control.

Processing of Reap Collect Payment Upon successful delivery of a RC Payment request to a Customer, it is the responsibility of the Customer to effect payment completion by entering and confirming their Payment Method details. Reap will not enforce or remind the customer to complete payment. The Customer may fail to effect payment completion for a number of reasons, including but not limited to:

• Lack of a suitable Payment Method;
• Insufficient balance from Payment Method; or
• Transaction denied by Payment Method issuer You agree that any contractual liability to complete the payment in a timely manner is not borne by us.

Review and Information Requests At any time after you submit an RC Payment request, your RC Payment may be subject to review and additional data requests by us, which serves to better understand the nature of and reason for your RC Payment. During this review process and for any reason and without prior notice to you, Reap may place a temporary hold on the delivery of your RC Payment to your bank account, and may request more information from you including but not limited to verification of your identity, an associated bill or invoice, or other evidence of your relationship with the Customer. Requests for review and additional data may be initiated via email or phone call using the contact details you provided for your account. You acknowledge that our ability to efficiently and effectively complete review for Payments is reliant upon your cooperation and that we are entitled to hold the funds and not make any Payments until you complete our review. You further agree not to pursue any complaint, suit, remedy, action or claim against Reap in the event that there are any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.

Relationship to Your Customers Reap is not responsible for the products or services you publicize, make available or sell to your Customers using our Services. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and any other ancillary services you provide to your Customers. By using our Services, you represent and warrant to us that your Customer complies with all the eligibility requirements as if the Customer was an RP Payment User, including but not limited to having legal capacity and authorization to make the payment for a legal purpose not on our Prohibited Activity list. If you have any doubts or suspicions concerning whether a RC Payment is legal or valid, you agree to inform us immediately. In any event, you are solely responsible for any losses you or any third parties incur due to errors or fraud in connection the use of our Services by you or your Customer.

Disputes for Reap Collect Payments RC Payments completed by your Customers may be subject to a Dispute, which refers to an instruction initiated by a Customer for the return of funds, delivered to the Payment Method issuer. In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence or additional information to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful. When a Dispute is unsuccessfully contested, the RC Payment amount disputed is immediately due to us, regardless of the reason or timing. You authorize us to take actions such as claiming the amount from balance due to you for other RC Payments or initiate other actions for collection from you. Further, you agree that in cases where the number of disputes or complaints against you or your business has exceeded our allowed threshold, Reap may, in its sole discretion, hold RC payment funds completed by your Customers that are due to you for as long as we feel necessary to ensure that there are funds available to set off potential future disputed amounts. Such funds will generally be held no longer than 60 days and any excess funds not subject to dispute at that time will be fully paid to you.

Refunds for Reap Collect Payments Refund means an instruction initiated by you to return funds to a Customer’s Payment Method for a completed RC Payment. Subject to the Refund amount having not been paid out to your bank account, or sufficient balance from other RC Payments that have not been paid to your bank account, we will, where possible and in good faith, attempt to deduct the amount and initiate a Refund. You agree that we may, in our sole discretion, decline or delay to act upon a Refund instruction if it would cause the balance of RC Payments due to you to become negative, where we believe that there is a risk that you will not meet other liabilities owed to Reap under this Agreement, or for any other reason.

Completion of Reap Collect Payment Once the Customer’s Payment Method is charged, and all other reviews by us have been completed, the RC Payment amount less any Fees will be scheduled for pay out to your bank account. The timing of this pay out may vary due to a number of factors including but not limited to invalid bank account number, incorrect bank name, additional processing time from your bank etc. You agree not to hold Reap responsible for any delay due to reasons outside of Reap’s control.

Cross-Border Reap Collect Payment All payments from non-Hong Kong Customers are conducted via our wholly-owned subsidiary Reap (Remit) Limited, a company incorporated in Hong Kong under Company Registry number 2749310 and holder of Money Service Operator License number 19-08-02816.

Where the Customer’s Payment Method is not issued from a Payment Method issuer from the jurisdiction where you are collecting the funds for RC Payment and/or the Customer’s Payment Method is not denominated in the currency you have requested to collect (“Cross-border RC Payment”), Reap will request such payment from the Customer’s Payment Method in the currency matching to your bank account. You agree and acknowledge that these payments may be subject to higher fees, further reviews, and longer delivery timelines, which we will endeavour to keep you informed of throughout the payment process.

At the time of the RC Payment submission, we will inform the Customer the currency in which the Payment Method will be processed. The corresponding charge billed to the Customer’s Payment Method will be subject to an exchange rate dictated by the Payment Method issuer. We are not responsible for knowing or informing the prevailing rate used, along with any other fees that may be charged by the Payment Method issuer for such an exchange.

Additional Discretionary Restrictions We may, at our sole discretion, impose limits on the amount and frequency you can send through our Reap Collect Service. We may also hold funds owed to us for Fees uncollected from your Account.

Promotions & Referrals

Promotions

From time to time, Reap may offer Promotions which affect aspects of payment scheduling and submission which may include, but are not limited, to the following:

• Reduced Fee structure or calculation;
• Expedited Payment delivery timelines;
• Altered Payment Method processing procedures, arrangements, or partnerships; and
• Credits allocated to account for reduction of Fees on future Payments.

Timeframes and terms of Promotions are subject to change at any time, and apply only at the time of Payment submission. Each Payment using any Promotion may be refunded if it does not comply with any of the terms of this Agreement or the campaign-specific terms of that Promotion. Any Promotions applied based on future usage of Services (e.g., Reap Credits or a reduced rate for scheduling future payments) may also be rescinded.

Referrals and Credits

Reap also offers its Users a referral program to encourage sharing of the Services with their contacts. For each User who registers with Reap via the program and completes the terms of the referral program (each a “Referred User”), the referrer will earn credits that may be applied towards future Payments to reduce Fees. These credits will only be allocated if the Referred Users are individuals or businesses whose identity has never before been associated to an existing User Account. Reap reserves the right to withhold or reverse referrals, or to take further action including but not limited to closing your Account if it suspects improper usage of the referral program.

Prohibited Activities

User will not conduct business in, and use the Services for Payments related to the following activities without our express approval:

• Payments to yourself or an entity in which you have control;
• Payments on behalf of another party;
• Payments not in direct exchange for a rendered good or service;
• Payments to escrow accounts where a contract cannot be provided;
• Payments for goods or services whose delivery or completion has not yet been confirmed;
• Creation or usage of more than one Personal or Business Account;
• Short term rental and/or vacation payments;
• Donations to an organization not classified as a registered charity;
• Testing or probing our Payment Methods;
• For gambling and related activity;
• For unsupported debt types – such as credit card balances or uncollateralized personal loans;
• For certain investment accounts or to fund unsupported investments;
• For drug paraphernalia, synthetic drugs and/or controlled substances and related goods or services;
• For tobacco including vapor, inhalants, e-cigarettes, and e-liquid;
• For online pharmacies, pharmaceutical or nutraceutical products or services, or internet pharmacy referral sites;
• For gold, diamonds, precious metals (excluding jewelry);
• For pornography, obscene materials, bride catalogs, escort services, and sexually-related services;
• For weapons, jammers, munitions, gunpowder, fireworks, and other explosives;
• For counterfeit goods, ponzi schemes, multi-level/affiliate marketing businesses, or any money making schemes;
• For resale of social media activity (excluding advertising or sponsorship);
• For travel tickets;
• For foreign exchanges;
• For malware, spyware, phone unlocking services;
• For toxic, flammable, and radioactive materials; or
• For other goods and services subject to relevant government regulation;
• For any business that we believe poses elevated financial risk; or Behave in a threatening or abusive manner, or any other manner deemed unacceptable by us to our employees, consultants or other representatives.

Closure Of Account And Termination Of Services

Voluntary Account Closure

You may voluntarily close your account by requesting at any time via email to [email protected]

Termination of Services by Reap

If at any time we believe that it is in our legitimate interest to do so, we may, in our sole discretion and without prior notice to you and free from any liability, terminate your use of our Services and close your Reap Account. Legitimate reasons may include but are not limited to:

• Where you are in breach this Agreement;
• Where we have reasonable belief that you have conducted activities or businesses specified in our Prohibited Payments list of this Agreement; or
• Where for any reason we consider it poses significant risk to continue providing Services to you.

Continuation of Obligations

You will remain liable for all obligations related to your Account even after your Account is closed, including any Fees or charges already owed to us. You may not close your Account to evade an investigation or review of a Payment rendered by our Services.

Remaining Payments

Any Payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a Payment review. All Scheduled Payments whose target arrival date have not yet passed at the time of Account closure will be considered cancelled.

Data Retention

Reap may retain data associated with your usage of our Services in accordance with applicable legal, regulatory and compliance obligations.

Other Legal Terms

Complete Agreement and Survival

This Agreement, along with our Privacy Policy, sets forth the entire understanding between you and Reap with respect to our Services, unless expressly written as an additional term or variation of this Agreement and duly executed by you and Reap Technologies Limited. All such terms which by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be limited or struck out to the minimum extent necessary so that the remaining provisions shall remain in full force and enforceable.

Reservation of Rights

The failure of either party to exercise in any respect any right provided in this Agreement will not be deemed a waiver of such rights.

Assignability

This Agreement, and any rights and licences granted hereunder, are not assignable, transferable or sub-licensable by you except with our prior written consent, but may be assigned by us without restriction. Any attempted transfer or assignment is violation hereof and shall be null and void.

Set-off

If you, or any other account held by you or a related party as determined reasonably by Reap, fail to pay any amounts owed to us on time as a result of your usage of any of our Services, including but not limited to unpaid and overdue Reap Card statement balances, lost dispute amounts on Reap Collect and/or won dispute amounts on Reap Pay, you agree that we are entitled, at any time and without prior notice to you, to set off or transfer any money standing to the credit of any such account in or towards settlement, where in full or in part, of any amount owed by you to us in connection with any of our Services. You further agree that we may make any necessary exchange rate conversions at the rate Reap considers reasonable and appropriate.

Force Majeure

We shall not be liable for any non-performance, error, interruption or delay in the performance of our obligations, the provision of our Service (or any part thereof), the processing and completion of any Payments, or in the operation of the Service or Website, or any unavailability of the Service, that is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control including, but not limited to:

• acts of God civil or military authority, national emergencies, war or terrorism;
• fire, flood, public health crisis, catastrophe, insurrection, war, riot, strike, riot, protest, civil commotions or civil unrest;
• failure, breakdown, malfunction, interruption or shortage of supply in public or private power supplies, public utilities, telecommunication networks, communications channels or information systems used in the provision of Services;
• acts or omissions of the provider of telephone data communication lines, or any third-party service provider or party for whom we are not responsible;
• delay, failure or interruption in, or unavailability of, third party services, sites and systems; and
• viruses, other malicious computer codes or the hacking by any party of the Service or any third-party sites, services or systems.

Governing Law and Jurisdiction

This Agreement will be governed by and interpreted in accordance with the laws of Hong Kong SAR China, as such laws are applied to agreements entered into and to be performed entirely within Hong Kong SAR China, without regard to conflict of law provisions. Except as otherwise agreed by the parties, you agree that any claim or dispute you may have against Reap must be resolved by a court located in Hong Kong SAR China. You agree to irrevocably submit to the non-exclusive jurisdiction of the courts located within Hong Kong SAR China for the purpose of any suit, action or other proceeding arising out of this Agreement or your use of our Website or our Services.

Causes of Action

To the extent required by law, any cause of action or claim you may have with respect to our company must be commenced within one (1) year after the claim or cause of action arises. In the event that we are liable for damages despite the provisions in these Terms of Service, you agree that any and all causes of action shall not exceed the Fees paid by you to us for that specific Services transaction that gave rise to such a claim.

License

“reap.global”, “reap.hk” and all related logos, marks, symbols, words on the Website and the entire contents of the Website are either unregistered trademarks or registered trademarks that belong to Reap or its related entities. In addition, all content and materials on the Website, Website page headers, custom graphics, button icons, and scripts are Reap’s copyrighted materials, service marks, trademarks or trade dress that belong Reap or its related entities. By accessing our Website, you agree, represent and warrant to us that you will not copy, imitate or use any of the foregoing without Reap’s prior written consent. If copying, redistribution or publication of copyrighted material is authorized by law, you will make independent attribution and/or agree to make no changes in or deletion of any author attribution, trademark legend or copyright notice. You further agree not to co-brand, frame, link or resell any portion of the services we provide you with.

Rights of Third Parties

A person or entity who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.

English Version Prevails

This Agreement has been translated into Chinese. If there is any inconsistency or ambiguity between this English version and the Chinese version, the English version shall prevail.

Definitions

We use the following basic terms throughout this Agreement, defined as below:

“Credit Card” means Visa® or MasterCard® or Unionpay® card brands. “Account” means your credentials and data that is created by you in order to access and use our Services via the Website.

“Agreement” means this Terms of Service, including related schedules, policies and other documents referenced herein as may be amended from time to time.

“Business Account” means an Account that is applied or registered on behalf of the underlying entity, including without limitation business or non-business entities and incorporated or unincorporated entities, in order to conduct transactions on behalf of that entity.

“Customer” means the sender of funds and data associated to a Reap Collect Payment conducted via the Reap Collect Service to you.

“Dispute” means a dispute between you and your Customer regarding Reap Collect Payments.

“Fee” means the amount paid by you and/or your Customer to Reap for access to and use of the Services.

“Payments” means the delivery of funds and data via Services in exchange for rendered goods or services.

“Personal Account” means an Account that is applied or registered by an individual person to conduct transactions for the benefit of that person.

“Completed” or “Completion” in relation to a Payment means that funds have been paid out to the recipient bank account indicated by the User.

“Payment Method” means a permitted payment method used to provide funds for Payments remitted via the Services, including but not limited to credit cards.

“Processing” or “Processed” in relation to a Payment means that the Payment transaction is being reviewed by us or had been reviewed and approved by us.

“Submitted” or “Submission” in relation to a Payment means that the User has filled in all the required information and submitted a payment transaction request to Reap through our Website.

“Prohibited Activity” means any activity that is listed in our Prohibited Activity page of our Website.

“RC Payment” a Payment created by the Reap Collect Service from Customer to User.

“Reap,” “we,” “us” or “our” means Reap Technologies Limited and its subsidiaries.

“Recipient” means the receiver of funds and data associated to a Payment conducted via the Reap Pay Service by the User.

“Refund” means a reversal of transfer of funds for a Payment, to be returned to the Payment Method associated with the Payment.

“RP Payment” a Payment created by the Reap Pay Service from User to Recipient.

“Scheduled Payment” is a Payment for which the details have been provided to Reap via the Website, but the associated Payment Method has not yet been charged.

“User”, “you”, or “your” means you and any other person or entity using the Services.

“Website” means the website located at https://reap.global and https://reap.hk and all related webpages as well as any app or any other media in an electronic form.

Introduction

The Reap Card is a credit card issued by Reap in partnership with Visa in Hong Kong. This Reap Card Program Account Agreement (“Agreement”) is a legally binding contract between you and Reap and governs your use of the Reap Card.

In this agreement, “Company”, “you” and “your” refers to the entity that is applying for or has opened a Reap Card Program Account to use the Reap Card Services. By applying for or opening a Program Account and/or using a Reap Card, you agree to comply with all the terms and conditions in this Agreement as well as the terms contained in the Reap Terms of Service and Privacy Policy. You are responsible for ensuring that each Administrator and Authorized User understands and complies with this Agreement. Please contact us if you do not understand any of these terms.

About the Reap Card

The Reap Card is virtual card issued to you by Reap Technologies Limited, a company incorporated in Hong Kong with company registry number 2714427 (“Reap”), in partnership with Visa Worldwide Pte. Limited.

The Reap Card Program is a corporate card program offered to you, allowing you to invite Authorized Users access to a Card under your Program Account.

The Reap Card may be used anywhere in the world where Visa-branded cards are accepted as a payment method. The settlement currency will be Hong Kong Dollars.

Limited liability companies, sole proprietors, charities and partnerships registered and organized in Hong Kong are welcome to apply.

Applying for a Reap Card Program Account

You must specify at least one Administrator to apply for a Reap Card Program. Any account created by an Administrator will be a Program Account. Administrators must have, and Company represents that any individual designated as an Administrator has, the requisite organizational power and authority to conduct business and manage a Program Account. In the event that an individual designated as an Administrator no longer has such requisite organizational power and authority, Company must notify us promptly and designate another Administrator.

Administrators may request Cards to be issued to Authorized Users through the Dashboard of the Program Account. Only Administrators will be allowed to request Cards and make changes to the Program Account. We are entitled to regard any person nominated for a Card by your Administrator as having their full authority to act on their behalf.

Reap Cards are issued for your Authorized Users to make business transactions on your behalf. Each Card is linked to a specific Card Account. All Cards issued and provided to your Authorized Users and all corresponding Card Accounts are linked to your Program Account. Each Authorized User can access their assigned Card Account, but not your Program Account. When you or Authorized Users make a Charge, Reap will extend credit to you to fund the Charge, and you agree you will pay Reap for the Charge in accordance with this Agreement.

Collection of Information

To help the government fight financial crime, Hong Kong law requires us to obtain, verify, and record information that identifies each natural person and business entity that opens a Program Account or uses a Reap Card. To comply with this requirement, you must provide information identifying your company and its Beneficial Owners and other information required by us in connection with opening and establishing your Accounts, and you agree to keep such information current and notify us of any changes promptly. You authorize us, directly or through third party service providers, to make any inquiries as we consider necessary. This may include requesting further information or requiring you to take steps to confirm or validate ownership of your email address and business and verifying your information against third-party databases or through any other source. You represent and warrant the power and authority to provide this information to us and agree to cooperate and assist us to perform such checks and to comply with applicable laws, regulations and requirements.

You represent and agree that you, your Beneficial Owners and your Authorized Users are not currently and will not become subject to any law, regulation, or other list of any government agency that prohibits or limits us from providing Program Accounts or Cards to you or from otherwise conducting business with you.

You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose personal data you provide before sharing such data with Reap.

We may approve or deny your application or grant you provisional access to the Program Account while your application is pending additional review. We may deny your application, interrupt provision of the Reap Card services to you, or suspend or close your Program Account where the information you provided is incomplete, inaccurate, or out of date. Any loss arising out of any mistakes or incorrect information provided will be your sole responsibility. TransUnion Checks - you hereby give your consent to Reap to transfer all or part of your information provided in connection with the Reap Card ("the Information") to TransUnion Limited for the purpose of:

• matching the Information against the data held in the database of TransUnion Limited from time to time in order to verify your identity and assess your creditworthiness;
• accessing all or part of you or your Authorized User’s consumer credit data which may be held in its database from time to time ("Credit Data") and to match all or part of Credit Data against the Information transferred by Reap to TransUnion; and
• generating questions directly or indirectly from any or all of the information contained in Credit Data whether on its own or in conjunction with other source of information, collect responses to such questions from you or your Authorized Users and match such responses against any information contained in Credit Data for the purpose of verifying my identity as part of the assessment of my credit related risks in relation to my application and thereafter to process, use and transfer the result of the verification or any data arising therefrom to Reap. You further acknowledge and agree that the access and use of all information provided by you to Reap and TransUnion Limited in the manner described above shall not be made the basis for any complaint, claim, suit, demand or cause of action or other proceedings against Reap or TransUnion Limited by you or any Authorized User.

Representations and Responsibilities of Company

By submitting an application for a Program Account, the Administrator submitting the application represents and warrants in an individual capacity and as an authorized representative of Company that:

• Company is an entity that is organized, registered, and located in Hong Kong;
• Company is validly existing, in good standing and not bankrupt or insolvent;
• Company is not engaged in any Prohibited Activities;
• The Administrator is authorized to provide information about Company, submit the application on behalf of Company, enter into binding agreements on behalf of Company, and manage the Program Account;
• Company will use its Program Account exclusively for business purposes and not for any personal, family, or household use;
• You have reviewed this agreement and all relevant terms, agreements, or policies incorporated by reference including our Privacy Policy; and
• All information you provide to us is and will be current, accurate, and complete, and you will promptly notify us in writing of any changes to any information you have provided to us

Company is responsible and liable for any actions or failure to act on the part of Administrators, Authorized Users, and those using Credentials issued to Authorized Users to access any Program or Card Accounts. Company is responsible for:

• Ensuring that Authorized Users are aware of, accept, and comply with the the terms of this Agreement and all agreements, terms and policies incorporated by reference including all applicable law and Visa rules in connection with their use of the Services;
• Ensuring that Authorized Users are not bankrupt or that no petition for bankruptcy has been presented against them;
• Ensuring that Authorized Users use the Services only for valid, lawful business purposes and not for any personal, family, or household use;
• Obtaining appropriate consent and authorization to provide Authorized Users’ personal information, and ensuring that Users are aware of and have reviewed the Privacy Policy and understand how we process their personal information; and
• Ensuring that each Authorized User is not currently and will not become subject to an OFAC list, or any law, regulation, or other list of any government agency that prohibits or limits us from providing Accounts or Cards to the Authorized User or from otherwise conducting business with the Authorized User. Company is liable for any breach or violation by its Authorized Users of this Agreement or any of the agreements, terms, and policies incorporated by reference.

Getting a Reap Card

You may request Cards to be issued to Authorized Users through the Dashboard for the Program Account by providing the required information for us to review and consider approving the request. Reap retains sole discretion over whether your Authorized Users are approved a Reap Card.

If approved, we will send a verification email to the relevant Authorized User to confirm that they wish to receive a Reap Card. You agree to procure, guarantee and be responsible for the compliance of this Agreement by any Authorized Users you assign a Card to.

Using the Reap Card

The Reap Card is a virtual credit card which can be used to pay for goods and services online at any merchant digital stores (including on e-commerce platforms, merchant’s websites or apps operated by the merchants), where Visa is accepted as a payment method. You may also use your Reap Card to pay for goods and services to any person or entity with a known bank account number by using your Reap Card as your chosen credit card for our other product Reap Pay. We are not responsible for any decision by a merchant to accept or reject the use of a Reap Card or for any charges incurred by any user of any card tied to your Accounts who does not, in fact, have authorization from you to use your Reap Card. We may, at our sole discretion, delay, decline, reverse, suspend or cancel any use of the Reap Card in circumstances including, but not limited to any transaction that in our view: may breach any laws or regulations in Hong Kong or any applicable laws of any other country; or may involve any person (natural, corporate or governmental) that is itself sanctioned or is connected, directly or indirectly, to any person that is sanctioned under economic and trade sanctions imposed by the United States, the European Union or any country; or may directly or indirectly involve the proceeds of, or be applied for the purposes of, unlawful conduct; or relates to Prohibited Activities. If a Reap Card is used for a transaction in a currency other than Hong Kong Dollars, then the transaction currency will be converted into Hong Kong Dollars at Visa’s then-current exchange rate, plus any fee levied by Visa and us in accordance with our Fee Schedule. Each Reap Card can only be used by you or your Authorized Users. It cannot be transferred to any other business or person. We may refuse to process your transactions with no notice if you allow another business or person to use your Card or for any other reason as we deem fit.

Reap Card Rewards

Reap may determine when, how, and under what conditions you may qualify for, accrue, redeem and retain rewards, and Reap may modify these conditions with or without notice to you. Rewards may be subject to caps, revocation, or forfeiture as set forth in the Rewards Terms. All rewards offered are subject to applicable additional terms set out on the Reap website.

Cash back limits - where a reward is a cash back reward, it does not include any cancelled or refunded transactions, or any other transaction that we consider ineligible, which may be determined entirely at our own discretion.

Access and Security

You must keep your Reap Card and Program Account secure at all times. You must ensure that only Administrators can access your Program Account and that only Authorized Users can access their Card Account.

You will take all reasonable steps to safeguard the privacy, confidentiality, and security of Credentials. You will closely and regularly monitor the activities of you and your Authorized Users and you will use all reasonable means to protect your card, mobile device and computer and anything else used to access or utilize the Reap Card services.

You will ensure that each Authorized User has their own unique set of Credentials, keeps those Credentials secure, does not share those Credentials with any other person or third party, and does not reuse Credentials for other services.

You will not allow any unauthorized person to use the Reap Card services. You will immediately disable access to the services or limit permissions where you know or suspect your Accounts have been compromised or may be misused or where you know or believe Credentials are compromised or lost; and you will promptly notify us of any unauthorized access or use of your Program Account or the Services.

Transaction history

Your Administrator can access the Program and Card Accounts transaction history at any time through the Dashboard of the Program Account. Your Authorized Users can view their transactions for their Reap Card through the Dashboard of their Card Account.

Except when transactions are reversed in accordance with this Agreement, the transaction records on the Reap Dashboard shall be conclusive evidence of the accuracy and authenticity of the transactions and shall be binding on you and your Authorized Users for all purposes.

You should check you and your Authorized Users’ transaction history regularly. Although we will monitor your Program Account and Reap Card usage and may make enquiries in good faith from time to time, we are not responsible for alerting you to suspected unauthorized transactions associated with your Program Account or Reap Card.

Lost or stolen card or otherwise unauthorized transactions

You and/or your Authorized Users must notify us immediately if you become aware that your Reap Card, any of its details or your Credentials may have been lost, stolen, disclosed to an unauthorized party or compromised in some way. You can notify us by emailing us at [email protected] or by reaching out to us via our 24/7 intercom chat function at the bottom right hand corner of our Website. You are liable for any charges made on any lost or stolen Card until you notify us that the Card has been or may have been compromised. Once you notify us, we will as soon as practicable freeze or cancel the relevant Reap Card so that no further transactions can be made using that card.

Though we have various security measures in place to help protect you, your Reap Card and your Credentials, we cannot guarantee that you will not become a victim of fraud or suffer losses from mistakes you or your Authorized Users make while using the Reap Card. You are solely responsible for all transactions initiated through you and your Authorized User’s Reap Card.

You agree and acknowledge that we may treat any Reap Card usage by you and your Authorized Users as if it was duly authorized by you and Company. You therefore agree that you will be bound by and financially responsible for any transaction initiated under your Reap Card Credentials or processed in accordance with your instructions, even if it is later discovered that it was not duly authorized by you. You agree and acknowledge that Reap is not liable or responsible to you, and you waive any right to bring a claim against us, for any such losses.

Credit Limit and Card Limit

Upon a successful Reap Card application, you will be assigned a Total Spending Limit. This limit set by Reap cannot be exceeded. We may review, adjust or cancel your Credit Limit at our discretion without prior notice to you and without need to provide a reason.

If any Reap Cards are issued to any Authorized Users, you or your Administrator may allocate an adjustable Card Limit that is unique to each Authorized User under your corporate card program. If you do not set a Card Limit, it will default to equal your Total Spending Limit. You can increase and decrease each Authorized User’s Card Limit at your discretion. You must ensure that your Authorized Users observe the Card Limit at all times. We may refuse to process any transaction which, in whole or in part, exceeds such limits at our sole discretion. However, we also have discretion to process such transactions without notice to you, provided that the Total Spending Limit is not exceeded.

We also reserve the right not to process any Reap Card transaction even though it would not cause your Total Spending Limit to be exceeded, including but not limited to the circumstances set out above regarding unlawful or prohibited use.

Repayment and Account Statements

You must pay all Charges made on all Cards by the date stated in your Account Statement. You must also pay all fees or penalties incurred through use of Cards for such Charges, including if you fail to pay any Charge on time. These amounts and payment dates will be reflected on your Account Statement made available to you on your Dashboard. Any repayment to us must be made in Hong Kong Dollars. We will only regard payments as having been made when we have actually received the relevant funds. If for any reason, any repayment to us is not made in Hong Kong Dollars, Reap may convert any money it receives or recovers to Hong Kong Dollar using Visa’s then-current exchange rate. We may charge you a fee for performing the Exchange transaction in accordance with our Fee Schedule.

AutoPay

You may choose to repay your monthly balance via AutoPay, wherein you provide us with your Bank Account details and register it for AutoPay. By doing so you consent and authorize us to directly debit funds you owe us from your designated Bank Account. Each month on the due date stated in each Account Statement, we will initiate a debit from your Bank Account to pay the full outstanding balance, which will vary from month to month. You acknowledge that the Account Statement will be the only notice to you of the AutoPay amount to be deducted.

If we are unable to successfully debit your Bank Account or if we are notified that your Bank Account has insufficient funds to complete the debit, we may re-attempt to debit your Bank Account multiple times. You agree that we will have no liability if we cannot successfully debit your Bank Account or if your Bank Account has insufficient funds when we attempt (or re-attempt) to debit your Bank Account. The exact time that the Bank Account will be debited for the amount indicated on your Account Statement may vary, depending on the processing capabilities of the bank that holds the Bank Account. If we are unable to successfully debit your Bank Account for any reason, we may suspend your ability to make any further Charges on any Cards in our sole discretion. Furthermore, you may be assessed returned payment fees related to any insufficient funds transaction. You may change your Bank Account on your Dashboard at any time; however, we are not responsible for any fees or losses you suffer that result from erroneous Bank Account information provided by you, or due to the timing of the change.

If you wish to cancel Autopay please feel free to contact us anytime for assistance.

Disputed Transactions

We are entitled to seek to reverse transactions made through your Reap Card where you have a dispute with the merchant that supplied the goods or services to you, for example, where you have paid for a good or service, but there was no delivery or untimely delivery or the goods or services are of an unsatisfactory quality and your attempt to get a refund from the merchant was unsuccessful.

To avoid losing any rights you may have to dispute such a transaction, you must tell us as soon as possible after the date of the transaction and provide us with any information we ask for to support your request.

Generally, under Visa’s operating rules Reap must lodge a fully detailed claim on your behalf within 120 days of the date of the transaction. If you do not notify us immediately and provide us with sufficient information, we may not be able to investigate or lodge a claim in time in which case you will be liable for the transaction. It is your responsibility to review carefully your transaction history. We are not responsible for any loss to you if you do not ask us to reverse a transaction in time. If, after investigation, we are satisfied that you are entitled to reverse a transaction, the amount initially settled for the transaction will be credited to your Program Account in the original currency of the transaction. If the original transaction is not Hong Kong Dollars, the amount will be converted using the prevailing Visa exchange rate at the time of the chargeback.

To notify us of a disputed transaction, please contact us at [email protected] and we will then ask you for the required information to process your claim.

Prohibited and Restricted Activities

Your Program Account and the Services may not be (a) used for any purpose that is unlawful or prohibited by this Agreement, (b) used for any personal, family, or household use, (c) used for any transaction involving any Prohibited Activities, (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by any country, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) used by third parties unaffiliated with Company, or (f) used for any purpose not related to the business of Company.

We will not approve and may terminate Program Accounts that we know or believe are engaged in any Prohibited Activities or otherwise do not comply with these restrictions. At our sole discretion, we may limit Company’s use of Services or require that you provide additional information to open or maintain your Program Account where Company engages in any Prohibited Activities.

We may update the lists of Prohibited Activities at any time, and your continued use of the Services constitutes your acknowledgement of and agreement to abide by those updated lists. You agree to review these lists regularly and contact us with any questions you have about how these lists may apply to Company's business. You agree to pay all Fines assessed against Reap for your violation of the restrictions and requirements of this section or any use of the Services in connection with any Prohibited Activities.

Further, we may suspend access to your Program Account or the Services at any time and for any reason, in our sole and absolute discretion, without prior notice. Some of the reasons we may suspend access include: if we believe your Account has been compromised; if we believe that not doing so may pose a risk to you, Reap, or any third parties; if information you provided to us is incomplete, inaccurate, or out of date; if we believe you have violated this agreement or the law; or if we are required to do so by our business partners or by law.

Your liability to us

You are liable for all transactions made by you and Authorized Users using the Reap Card. You are also liable for all unauthorized transactions as described in this Agreement. You must pay us on demand all outstanding amounts owing on the Reap Cards (including any interest, costs, fees and other amounts payable). You are liable to us for the outstanding balance of your Total Spending Limit and all applicable and outstanding Fees for the portion of the outstanding balance that relates to that specific Card.

No waiver. Any invalidity, unenforceability, release or discharge of the liability of any one Authorized User to us shall not affect the liability of any other Authorized User to us.

Recovery of debts. We may at our discretion assign any or all sums owing to us in connection with a Reap Card to any third party agency engaged by us (including any debt collection agency, credit management organisation or solicitor firm) for debt recovery. To the extent permitted by law, you and your Authorized User shall jointly and severally indemnify us for all debt recovery costs and expenses that we incur.

Indemnity. To the extent permitted by law, you will, at your own expense, hold harmless, defend, protect, and indemnify us from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, reasonable attorneys’ fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description regardless of the form of action or legal theory incurred by us, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit brought by any third party against us caused or incurred by, resulting from, arising out of, or related to your: (a) material breach of any obligation, representation, warranty or covenant in this Agreement; (b) disputes over Charges between Company and merchants; (c) acts or omissions of Administrators, Authorized Users or other Company employees or agents; (c) any actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property or proprietary rights; (d) gross negligence, fraud or intentional misconduct; or (e) violation of applicable law.

For Sole Proprietors, Societies and Associations only. By agreeing to this Agreement and applying for and using any Reap Card under your Program Account, you agree to unconditionally and irrevocably jointly and severally guarantee in a personal capacity as the principal debtor to pay and satisfy all amounts owed to us under the Reap Card Program on demand. You may not assign or transfer any of your rights or obligations under this guarantee without our prior written consent. We recommend that you seek independent legal advice before agreeing to this Agreement but recognize that you may not wish to do so.

Identification as Customer

We may publicly reference you as a Reap customer on our website or in other communications as long as you retain a Program Account with us. We will not express any false endorsement or partnerships. You grant Reap a limited license to use Company trademarks or service mark solely for the purpose of identifying you on our website as a customer. We do this because we are proud of having you as our customer. Please notify us if you prefer that we not identify you as a Reap customer, and we will remove all references to you on our website and other communications immediately.

Notices and Communication

You and Authorized Users consent to accept notices and communications under this Agreement electronically and understand this has the same legal effect as a physical signature. We may send notices to your Account, your Dashboard, or to the email addresses or phone numbers maintained in the Account. You agree to keep all contact information in your Account current. Notices are considered received 24 hours after we deliver them to you. You are responsible for costs issued by internet or mobile service providers for sending or receiving these notices. You understand that acceptance of electronic notices is required under this Agreement and that you may only withdraw this consent by closing the Program Account. Contact us immediately if you are or believe you are having problems receiving Notices.

Limitation of Liability

Under no circumstances will we be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Program Account or Cards, or for the unavailability of the computer systems we use to provide the Services to you; or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Cards, even if such damages are foreseeable, and whether or not you have been advised of the possibility of such damages. We are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Cards, your Program Account, or your failure to use or implement anti-fraud measures, security controls, or any other data security measures. We further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Program Account inconsistent with this Agreement, or the instructions or other information we provide you with your Program Account; (b) any unauthorized access of servers, infrastructure, or data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any confidential information or data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others. You agree to limit any additional liability not disclaimed or denied by us under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to us during the three-month period immediately preceding the event that gave rise to your claim for damages. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

Term and Termination

This Agreement is effective when you start an application for a Program Account and continues until terminated by either you or us, in accordance with this Agreement.

You may terminate this Agreement by ceasing to use the Reap Card Services, paying all amounts owed, and providing notice to us. Your Authorized Users may also terminate his or her Reap Card at any time by providing notice to us. You must procure your Authorized User to destroy the relevant Reap Card, return it to us, or dispose of it carefully. You shall remain liable for any and all continued use of the Reap Card.

We may decline to close your Program Account if you have a negative balance or if we believe that the Program Account is being closed to evade any legal or regulatory requirement or investigation.

Reap may terminate this Agreement and terminate access to your Program Account or the Services at any time and for any reason by providing you Notice. If we believe you violated this Agreement or any related policies and agreements, or if required by one of our business partners or by law, we may terminate access to your Program Account without prior Notice.

You are responsible for all Charges, Fees, Fines, and other losses caused by your action or inaction prior to and after termination, and for any costs we may incur in the process of closing your Program Account upon termination by you or us.

If you reapply or reopen your Program Account or use or attempt to use any of the Services, you are consenting to the version of this Agreement in effect at that time as available on our Website.

Terms for Your Authorized Users

Using Cards. Authorized Users may only use Cards for bona fide business purchases and for valid and lawful purposes. Authorized Users may not use Cards for personal, family or household purposes, or for cash advances or withdrawals. Reap may cancel, revoke, repossess or restrict the use of the Cards at any time. We may decline to authorize or reverse Charges or suspend Cards for any reason including violation of this Agreement, suspected fraud, or creditworthiness. We also may decline to authorize Charges at merchants characterized by Visa card network or us as prohibited merchants. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept Visa-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card or accept a Transaction.

Prohibited Persons. Each Authorized User represents and agrees it is not currently and will not become subject to an OFAC list, or any law, regulation, or other list of any government agency that prohibits or limits us from providing Accounts or Cards to the Authorized User or from otherwise conducting business with the Authorized User.

Secured Reap Card Agreement

This Secured Reap Card Agreement (this “Agreement”) is made between you (“User”) and Reap Technologies Limited (“Reap”), a company incorporated in Hong Kong under Company Registry number 2714427 with a registered address at 2/F-3/F, Dorset House, Taikoo Place, 979 Kings Road Quarry Bay, Hong Kong, effective on the date that you successfully applied for and received your Secured Reap Card, whether digitally or physically.

The Reap Card. In addition to agreeing to the Reap General Terms of Service, Privacy Policy and Reap Card Terms and Conditions (the “Related Documents”) as available on our website (https://reap.global/en-hk/terms-condition/) and as amended from time to time, by applying for a Secured Reap Card you agree to the following terms regarding your Secured Card Program.

Collateral. User shall have transferred the funds or cryptocurrency (“Funds”) as applicable (the “Collateral”) into Reap’s bank account or depositary account as instructed (the “Depository Account”). Reap may change the location of the Depository Account without notice to User. User agrees that Reap may, for its own account, pledge and repledge from time to time, without notice to the User, either separately or in common with other such Funds, any or all of the Collateral and that Reap may do so without retaining in its possession or control for delivery, a like amount of similar Collateral. The parties agree that the holding of Funds through the Depository constitutes the use of reasonable care with respect to the custody and preservation of the Collateral. User acknowledges that Collateral sent to an incorrect address may be permanently lost and that Reap will not be responsible for any amounts sent to an incorrect address for any reason.

Further Collateral. We have the right to request further deposits from you in the event that the market value of the Collateral deposited becomes less valuable. Reap may determine collateral value using any reasonable method. If the additional collateral is not received within the time given in the notice, User will be in default and Reap may terminate the User’s Reap Card.

Return of Collateral. The Collateral, in the same currency and amount as deposited and regardless of any appreciation or depreciation in value since the date of deposit, shall be returned to the User within 10 business days of termination of this Secured Card Program upon your payment in full of any outstanding credit balances and finance charges in accordance with the Reap Card Terms and Conditions. At such time, Reap’s sole obligations shall be to direct the Depository to transfer the remaining Collateral in the Depository Account to User, at a wallet address or bank account provided by User to Reap.

Priority. Reap shall have actual possession of, and a first priority security interest in, the Collateral.

Grant of Security Interest in Collateral. For valuable consideration, the adequacy and receipt of which is hereby acknowledged, User hereby: (a) pledges, assigns, transfers and delivers to Reap, and grants to Reap a continuing and unconditional first priority security interest in all of User’s present and future rights, title and interest in the following as security for the payment and performance of the indebtedness under the Secured Card Program (“Indebtedness”): (i) all Funds now or in the future held in, on deposit in or otherwise allocated to the Depository Account (including, without limitation, any Funds transferred to the Depository Account after the date hereof by the User); (ii) any other cryptocurrency now or in the future issued with respect to any of the foregoing cryptocurrency as a result of a fork or other event that results in the holders of cryptocurrency receiving additional or replacement cryptocurrency (whether or not such other cryptocurrency is held in, on deposit in or otherwise allocated to the Depository Account); (iii) all rights to receive delivery of or withdraw any of the foregoing Funds from the Depository and all rights against the Depository with respect to the Depository Account, any of the foregoing Funds, and the proceeds thereof; and (iv) all proceeds of the foregoing; (b) agrees that such security interest granted by User to Reap constitutes a valid, first priority security interest in the Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral. Notwithstanding any termination of this Agreement, Reap’s security interest in the Collateral shall remain in effect for so long as any Indebtedness remains outstanding under this Agreement or any of the Related Documents. (c) agrees that Reap has the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Reap may have by law.

User’s Representations, Warranties and Covenants. To induce Reap to enter into this Agreement, User hereby makes the following representations, warranties and covenants to Reap: (a) except for the security interest in the Collateral granted by User to Reap under this Agreement, User is the sole, legal and equitable owner of the Collateral and no other security agreement, financing statement, or other security instrument covering the Collateral exists; (b) User has rights in or the power to transfer the Collateral, and its title to the Collateral is free and clear of liens, adverse claims, and restrictions on transfer or pledge, other than those created by this Agreement or the Related Documents; (c) There are no actions, suits, litigation or proceedings, at law or in equity, pending by or against User before any court, administrative agency, or arbitrator; (d) User is, and at all times will be, in compliance with all applicable laws, regulations and ordinances; (e) User will not sell, dispose or otherwise transfer the Collateral or any interest in the Collateral without prior written consent from Reap; (f) User will not create or allow any other security interest or lien on the Collateral, other than those created by this Agreement or the Related Documents; (g) Upon Reap’s request, User will execute any financing statement or other document necessary to perfect or otherwise record Reap’s security interest in the Collateral; (h) User will promptly pay all taxes and assessments due on the Collateral, if any; (i) User is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of the Loan will be used to extend credit to others for the purpose of purchasing or carrying any margin stock; (j) Neither User nor any of its affiliates or officers, directors, brokers or agents of User or its affiliates (1) has violated any anti-terrorism laws, (2) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering, (3) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), (4) is publicly identified as prohibited from doing business with any law, (5) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any person described above, (6) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any anti-terrorism law or (7) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-terrorism law; (k) User will use the proceeds of the Loan solely for lawful purposes and all representations and warranties set forth in User’s credit application are true, correct and complete as of the date of such credit application and the date of this Agreement.

Each representation, warranty and covenant shall be made by User as of the date of this Agreement and as of the date of any renewal, extension or modification of the Loan.

Default. User shall be in default under this Agreement upon the occurrence of, and continuation of any of the following events, after giving effect to any applicable cure period (each, an “Event of Default”): (a) User’s failure to timely pay any payment when due; (b) If User is an entity, the dissolution or termination of User’s existence as a going business, the insolvency of User, the appointment of a receiver for any part of User’s property, any assignment for the benefit of creditors, any type of creditor workout, the commencement of any proceeding under any bankruptcy or insolvency laws by or against User or any levy, garnishment, attachment or similar proceeding is instituted against any property of User held by Reap; (c) Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of User or by any governmental agency against any Collateral securing the Card; (d) User fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement, any Related Document or any other agreement between User and Reap; (e) Any warranty, representation or statement made or furnished to Reap by User, or on User’s behalf, under this Agreement or any Related Document is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter; (f) A material adverse change occurs in the financial condition of User, or the ability of User to repay the Loan or perform under this Agreement or any other Related Document is impaired; (g) User agrees to promptly notify Reap in writing upon the occurrence of any of the events described in this section.

Remedies. Upon an Event of Default and at any time thereafter, Reap may declare all amounts due under this Agreement immediately due and payable and shall have all the rights and remedies of a Reap under applicable law. Without limiting the generality of the foregoing, User expressly agrees that in any such default Reap may take immediate and exclusive possession of the Collateral and that Reap may liquidate the Collateral in whole or in part, at its sole discretion. The proceeds of any sale or disposition of any part of the Collateral shall be distributed by Reap in the following order of priorities: (i) to Reap for any reasonable costs, fees, or expenses incurred in connection with the sale or disposition of the Collateral, including any legal, accounting or other fees incurred; (ii) to Reap in an amount equal to any outstanding and unpaid Indebtedness under this Agreement and the Related Documents; and (iii) any remaining surplus to User, or as a court of competent jurisdiction may direct.

Reap Appointed Attorney-In-Fact. User hereby appoints Reap as User’s attorney-in-fact, with full authority in the place and stead of User and in the name of User or otherwise, from time to time during the continuance of an Event of Default to take any action and to execute any instrument that Reap may deem necessary or advisable to accomplish the purposes of this Agreement (but Reap shall not be obligated to and shall have no liability to User or any third party for failure to do so or take action). This appointment, being coupled with an interest, shall be irrevocable. User hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

Security Interest Absolute. To the extent permitted by law, User hereby waives demand, notice, protest, notice of acceptance of this Agreement, Collateral received or delivered and all other demands and notices of any description. To the extent permitted by law, all rights of Reap and liens and security interests hereunder, and all Indebtedness of User hereunder, shall be absolute and unconditional irrespective of: (a) any illegality or lack of validity or enforceability of any Indebtedness or any related agreement or instrument; (b) any change in the time, place or manner of payment of, or in any other term of, the Indebtedness, or any amendment or other modification of this Agreement or any other agreement, including any increase in the Indebtedness resulting from any extension of additional credit or otherwise; (c) any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Indebtedness; (d) any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Indebtedness; (e) any default, failure or delay, willful or otherwise, in the payment of the Indebtedness; (f) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, User against Reap; or (g) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loan or any existence of or reliance on any representation by Reap that might vary the risk of User or otherwise operate as a defense available to, or a legal or equitable discharge of, User or any guarantor or surety.

Waiver. Reap shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Reap. No delay or omission on the part of Reap in exercising any right shall operate as a waiver of such right or any other right. A waiver by Reap of a provision of this Agreement shall not prejudice or constitute a waiver of Reap’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Reap, nor any course of dealing between Lender and User shall constitute a waiver of any of Lender’s rights or of the Borrower’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Reap in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Reap.

Survival of Representations and Warranties. User understands and agrees that in making this Agreement, Reap is relying on all representations, warranties and covenants made by User in this Agreement, the Related Documents and in any certificate or other instrument delivered by User to Reap under this Agreement. Such User further agrees that regardless of any investigation made by Reap, all such representations, warranties and covenants will survive the execution of this Agreement and the funding of the advance, shall be continuing in nature, and shall remain in full force and effect until such time as all of User’s obligations under this Agreement shall be fully satisfied, or until this Agreement shall be terminated in the manner provided herein, whichever is the last to occur.

Binding Effect. All representations, warranties, covenants and agreements by or on behalf of User contained in this Agreement shall bind User’s successors and assigns and shall inure to the benefit of Reap and its successors and assigns.

Definitions

Account Statement means the page on your Dashboard detailing Charges and amounts owed or credited to your Program Account.

Administrator means an individual with the requisite organizational power and authority to conduct business and manage Company’s Program Account and act on behalf of Company, including consenting to this Agreement.

Authorized User means any natural person nominated by your Administrator to whom we have issued a Reap Card under your Program Account, including Administrators themselves where the context allows.

Beneficial Owner means an individual who (i) owns or controls, directly or indirectly, including through a trust or bearer share holding, more than 25% of the issued share capital of the entity; (ii) is, directly or indirectly, entitled to exercise or control the exercise of more than 25% of the voting rights at general meetings of the entity; or (iii) exercises ultimate control over the management of the entity; or (b) if the entity is acting on behalf of another person, means the other person.

Card Account mean a sub-account of the Program Account. A separate Card Account is created for each Card and does not have certain administrator functions that the Program Account has.

Card Limit means the maximum transaction amount available for each Authorized User’s Reap Card as set by you or your Administrator, subject always to the aggregate usage of all Reap Cards issued to all Authorized Users not exceeding the Total Spending Limit.

Charge means a payment for goods or services made using a Card to a merchant that accepts Visa payments.

Company means the entity on behalf of which the Reap Card Program is being applied for or used for, regardless of whether it is actually a corporate legal entity or not.

Credentials means usernames, passwords, and other identifiers or credentials used to assist Brex in identifying and authenticating you with regard to your use of the Services.

Dashboard means the management dashboard accessible by your Administrator at our Website.

Fees means the fees associated with the Reap Card as posted on our Website.

Fines means all fines, penalties, or other charges imposed by our business partners, governmental agency or regulatory authority arising from your breaching of this Agreement or other agreements you have with Reap.

Notice means any physical or electronic communication, or legal notices related to this Agreement that are provided to you, Authorized Users, or Administrators through text or SMS, email, your Program Account, or by other means.

Program Account means the account for which you may request the issuance of Cards, and includes the records we maintain to (a) account for the value of the funds available for Charges on Cards, (b) establish Card Accounts, (c) provide Transaction histories, and (d) inform you of fees and payments you owe.

Prohibited Activities means the business types and activities posted on our Website as updated from time to time that, where engaged in by Company, may render Company ineligible for a Program Account

Reap Card or Card means a physical or virtual credit card issued by Reap and managed through your Program Account.

Reap Card Program means the program through which Reap issues Reap Cards and extends credit to you and provides Account, Card, and Transaction management tools and services, in each case for use by your Administrators and Authorized Users, as applicable.

Services means the Program Account, Card Accounts, Cards, Charge, payment processing for the Cards and all other services provided to you by us in connection with the Reap Card Program.

Total Spending Limit means the maximum aggregate transaction amount available on your Program Account across all Cards and Card Accounts.

Website means the website located at https://reap.global and https://reap.hk and all related webpages as well as any app or any other media in an electronic form.