Introduction
These Reap Connect – Managed Account Terms, together with any other terms referenced or incorporated herein (“Managed Account Terms”), constitute a binding agreement between you, as the Managed Account, and Reap. These Managed Account Terms govern your access to and use of the Reap Connect Services through a Platform Partner. By using or accessing the Reap Connect Services through a Platform Partner, you acknowledge that you have read, understood and agree to be bound by these Managed Account Terms and the General Terms. Unless otherwise defined herein, capitalized terms used in these Managed Account Terms shall have the same meanings given to them in the General Terms. To the extent of any inconsistency between these Managed Account Terms and the General Terms related to your use of the Reap Connect Services, these Managed Account Terms shall prevail.
Definitions. In these Managed Account Terms:
“Activity” means any action, information, instruction, or communication (whether automated or not) taken or given on, or related to, a Managed Account that is initiated, submitted or performed by the Platform Partner or, where applicable, by a Managed Account through the Platform Partner’s integration with the Reap API, or otherwise through the Reap Technology or Reap Connect Services, including those relating to Payment Transactions or interactions regarding the Reap Connect Services.
“Managed Account” means a Reap account established under the Reap Connect Services on behalf of an End-User, via a Platform Partner’s Manager Account.
“Managed Account Data” means any data, content or information relating to a Managed Account and Activity on or relating to a Managed Account, that is collected by Reap or otherwise provided to Reap, including Transaction Data and Personal Data of the Managed Account, its Authorized Users, Personnel and Payout Recipients.
“Manager Account” means a Reap account held by a Platform Partner under the Reap Connect Services, through which one or more Managed Accounts may be established and operated.
“Payment Transaction” means a Transaction initiated through the Reap Connect Services in which Reap is authorized to: (a) deduct Funds from your or your Platform Partner’s Total Balance; and (b) arrange the corresponding Payout to the specified Payout Recipient through its Payout Partners (where applicable), based on the Transaction Data and supporting documents provided by you or your Platform Partner.
“Payout Recipient” means a third-party recipient to which you instruct Payouts via the Reap Connect Services.
“Platform Agreement” means, with respect to each Managed Account, the agreement(s) that a Platform Partner has entered into with that Managed Account for the purposes of providing the Platform Services.
“Platform Fees” means the fees charged by your Platform Partner for your use of the Platform Services.
“Platform Partner” means a platform provider that uses the Reap Connect Services.
“Platform Services” means the products and services that Managed Accounts receive from a Platform Partner, regardless of whether fees are charged.
“Reap Connect Services” means: (a) with respect to a Platform Partner, the Services described in the Reap Connect Terms; and (b) with respect to a Managed Account, the Services described in these Managed Account Terms.
“Reap Connect Terms” means the Reap terms that apply to Platform Partners and govern their use of the Reap Connect Services.
“Total Balance” means the Funds you or your Platform Partner deposit(s) and/or maintain(s) with Reap for the purposes of executing Payment Transactions pursuant to the use of the Reap Connect Services.
Reap Connect Services
Reap Connect Services Description. Reap provides the payment infrastructure, Dashboard and APIs to enable your Platform Partner to create and operate a Managed Account on your behalf, and to facilitate your use of the Reap Connect Services through your Platform Partner’s interface. These services include the ability to send Funds, initiate and instruct Payment Transactions to Payout Recipients for goods and services, perform related Transactions, and access other features as your Platform Partner may make available to you from time to time. Through the Reap Connect Services, you authorize your Platform Partner to create and operate your Managed Account, and to initiate and conduct Activity on your behalf, and act as a data controller to instruct Reap to process your Managed Account Data, in accordance with the Platform Agreement. All Activity on or relating to your Managed Account must be initiated, submitted or performed through your Platform Partner’s interface integrated with the Reap APIs. You should read the Platform Agreement carefully in order to understand the nature of the Platform Services and the Activity that your Platform Partner may conduct on your behalf.
Your Responsibility. You acknowledge and agree that the information and documents (including information for onboarding purposes and any supporting documents required for the initiation of a Payment Transaction) you provide to Reap directly or through a Platform Partner is complete, accurate, and up-to-date. You represent that you are not a Restricted Person or Restricted Business, and that you will not use the Reap Connect Services in connection with any prohibited or unlawful activity, or any Restricted Business. These obligations are described in more detail in the General Terms.
Your Managed Account. Your Managed Account is operated exclusively through your Platform Partner’s interface. Where permitted by your Platform Partner, you may be instructed to send Funds that are supported by Reap directly to a Reap-designated wallet address or bank account as provided and made available to you by your Platform Partner, for the purposes of funding the Total Balance maintained in connection with your Managed Account. If you need support or have any questions relating to your Managed Account, the Reap Connect Services or these Managed Account Terms, you must contact your Platform Partner.
Your Activity. You acknowledge and agree that any Activity submitted to Reap by your Platform Partner on your behalf shall be deemed to be authorized by you, and shall be binding as if submitted directly by you. You are solely responsible for ensuring that your Platform Partner is duly authorized to act on your behalf in connection with the Reap Connect Services.
Relationship With Reap And Platform Partner
Relationship with Reap. You acknowledge and agree that: (a) you are entering into a direct contractual relationship with Reap; (b) your access to and use of the Reap Connect Services are facilitated by the Platform Partner, while the Reap Connect Services are provided by Reap; and (c) the Platform Partner is not an agent or representative of Reap and has no authority to modify these Managed Account Terms and/or the Reap Connect Services, except to the extent of managing which functionalities and/or features of the Reap Connect Services are made available to you through the Platform Services.
Relationship with Platform Partner. You acknowledge and agree that your Platform Partner acts as your agent for the purposes of operating your Managed Account and communicating with Reap on your behalf. You authorize Reap to: (a) share any Managed Account Data it collects relating to you and to Activity on your Managed Account with your Platform Partner as necessary to provide you with the Reap Connect Services and the Platform Services; and (b) process your Managed Account Data in accordance with these Managed Account Terms and Reap’s Privacy Policy. You acknowledge and agree that your Platform Partner may share your Managed Account Data with Reap in order to facilitate your use of the Reap Connect Services. You represent and warrant at all times that, to the extent you provide Personal Data to Reap, you have provided all notices and obtained all rights and consents necessary to enable Reap to lawfully collect, use, retain and disclose that Personal Data as described in these Managed Account Terms and Reap’s Privacy Policy.
Fees. The applicable Platform Fees for your use of the Reap Connect Services and/or Platform Services will depend on the Platform Agreement with your Platform Partner. Reap does not control and is not responsible for the Platform Fees charged to you by your Platform Partner. Reap will not charge any Service Fees directly to you under these Managed Account Terms. Any fees payable to Reap in connection with your use of the Reap Connect Services shall be charged to and collected from your Platform Partner.
Disclaimer; Limitation Of Liability
Reap is not responsible for and disclaims all Liability arising from or relating to:
(a)any Platform Partner’s acts or omissions in providing services to you;
(b)any Platform Partner’s failure to comply with the terms of your Platform Agreement;
(c)any Losses arising from incomplete, inaccurate, delayed or false information, supporting documents or Managed Account Data provided by you;
(d)any Losses arising from a rejected, reversed, delayed or refunded Payment Transaction, including any fees or penalties, interest charges, or third-party claims;
(e)the provision, delivery, condition or performance of any goods or services associated with a Payment Transaction; or
(f)any payment obligations to the Payout Recipients and any associated disputes which may arise between you and the Payout Recipients.
This section is in addition to, and does not limit, the provisions of the General Terms that disclaim or limit Reap’s Liability.
You acknowledge that your use of Reap Connect Services does not establish or construe an agency relationship between you and Reap, and that Reap has no contractual relationship with your Payout Recipients. You are solely responsible for, and Reap expressly disclaims all Liability for, your compliance with Applicable Laws related to your payment obligations.
To the fullest extent permitted by Applicable Laws, Reap makes no guarantees or representations with respect to the amount of time needed to complete a Payment Transaction or that it will complete a Payment Transaction to your Payout Recipient.
Term And Termination
These Managed Account Terms are effective upon the date you authorize your Platform Partner to establish a Managed Account on your behalf and continue until terminated by you (through your Platform Partner) or by Reap in accordance with this Section 5.1. You may terminate these Managed Account Terms at any time by ceasing your use of the Reap Connect Services via your Platform Partner. Reap may terminate these Managed Account Terms by notifying you through your Platform Partner at any time for the reasons set forth in Section 5.2 of the General Terms.