Merchant Services Agreement

This Merchant Services Agreement (the "Agreement") is entered into between ReloadCard, Inc., a Delaware C-corporation ("ReloadCard", "we", or "us"), and the business identified in the merchant onboarding flow (the "Merchant", "you", or "your"). It governs the Merchant's use of the ReloadCard platform, including the merchant dashboard, point-of-sale tools, public APIs, gift card issuance, the Reload Network, and any related services (collectively, the "Service").

This Agreement supplements, and is incorporated by reference into, the public Terms of Service and Privacy Policy. Capitalized terms not defined here have the meanings given in the Terms of Service.

Merchant appoints ReloadCard as Merchant's limited agent for the sole purpose of receiving funds from Consumers in connection with gift card activations, reloads, transfers, and redemptions, and routing those funds to the Merchant's designated Stripe Connect account. Receipt of payment by ReloadCard, or by Stripe acting on Merchant's behalf via the Stripe Connect program, constitutes receipt of payment by the Merchant for purposes of the underlying obligation between Merchant and Consumer; the Consumer is discharged once funds are received in trust for the Merchant.

This appointment is a limited "agent of the payee" arrangement under applicable U.S. state money-transmitter exemptions and is not a money-transmission license, banking license, or deposit-taking authority. ReloadCard is not a bank, trust company, or licensed money transmitter, and the relationship between ReloadCard and Merchant does not create one.

To use the Service for paid transactions, Merchant must maintain an active Stripe Connect Standard account in good standing. Merchant's Stripe account is governed by the Stripe Connected Account Agreement and the Stripe Services Agreement, both of which Merchant accepts directly with Stripe. ReloadCard does not control, hold, or have signing authority over the Merchant's Stripe account.

If Stripe suspends, restricts, or terminates Merchant's account for any reason, the Service will be unavailable to Merchant for as long as that condition persists. ReloadCard is not liable for losses caused by Stripe's actions or inactions on the Merchant's account.

The fees ReloadCard charges Merchant for use of the Service are as follows. All fees are deducted automatically via Stripe Connect application-fee splits at the time the underlying transaction settles, unless otherwise specified.

• Standard transactions — 5% of the transaction amount plus a fixed $0.30 fee, applied to each successful gift card activation, reload, or send made off the Reload Network.
• Reload Network transactions — 3.95% of the transaction amount plus a fixed $0.30 fee, applied to activations and reloads made by Merchants who have enabled cross-store transfers (the "Network rate").
• Cross-merchant transfer (destination fee) — 3.99% deducted from the transferred balance before settlement to the receiving Merchant's Stripe Connect account.
• Launch promotion (introductory) — eligible Merchants who join the Reload Network during the launch window receive a 0% platform fee for the first three (3) months, subject to availability of promotional Stripe credits and the conditions described in the Terms of Service §5.2.
• Stripe processing fees — Stripe's card-processing fees apply in addition to the ReloadCard platform fee and are deducted by Stripe directly. ReloadCard does not control Stripe's fee schedule.

ReloadCard issues a tax invoice each month summarising platform fees charged. ReloadCard may change the fee schedule on at least thirty (30) days' written notice to Merchant; continued use of the Service after the effective date constitutes acceptance.

Merchant is solely responsible for the goods and services it sells, the gift card balances it issues, and any refund, return, exchange, or store-credit claim made by a Consumer. ReloadCard is not a party to the underlying sale and does not adjudicate refund requests.

Merchant is responsible for any chargeback, dispute, reversal, or fraud claim raised against a transaction processed through the Service, including any associated Stripe network fees and any applicable platform-fee retention. Where a Consumer is entitled to a refund under applicable consumer-protection law (including but not limited to the federal CARD Act, U.S. state cash-redemption rights described in the Terms of Service §6.10, EU/UK distance-selling rules, the New Zealand Fair Trading Act 1986, the Australian Consumer Law, and Canadian provincial gift card statutes), Merchant remains responsible for honouring that refund.

ReloadCard reserves the right to recover the value of refunded transactions, chargebacks, or fraud-loss claims from Merchant's Stripe Connect account or by direct invoice.

Merchant agrees to:

• provide accurate, current, and complete onboarding information, including legal entity name, beneficial-ownership information, and tax-identification details;
• comply with all applicable laws, including consumer-protection, gift card expiry and fee laws, anti-money-laundering rules, sanctions law, and tax law;
• not impose dormancy, inactivity, service, or maintenance fees on any gift card balance issued through the Service (see Terms of Service §6.6);
• not sell goods or services prohibited by Stripe's acceptable-use policy or by applicable law;
• respond to Consumer support inquiries about goods or services purchased from Merchant in a reasonable time;
• notify ReloadCard promptly of any material change to ownership, business model, or trading status.

ReloadCard may suspend or terminate Merchant's access to the Service, with or without notice, on any of the following grounds: material breach of this Agreement or the Terms of Service; suspension or termination of the Merchant's Stripe Connect account; suspected fraud, money laundering, or sanctions evasion; chargeback or dispute volume that materially exceeds industry norms; or a legal or regulatory order requiring suspension. Where reasonably practicable, ReloadCard will give notice and an opportunity to cure before suspension.

Either party may terminate this Agreement for convenience on thirty (30) days' written notice. On termination, Merchant's ability to issue new gift cards through the Service ends immediately, but outstanding gift card balances issued to Consumers prior to termination remain valid liabilities of the Merchant; Merchant agrees to honour those balances under the same terms as before termination, or to redeem them for cash where required by applicable law.

ReloadCard processes Consumer personal data on Merchant's behalf in accordance with the Privacy Policy. Merchant is the controller of Consumer personal data it collects directly through the Merchant's storefront and is responsible for its own privacy disclosures. Merchant must not use Consumer data obtained through the Service for purposes outside the Merchant's legitimate business interest in the Consumer relationship and must comply with applicable data-protection law (including the CCPA/CPRA, GDPR, and New Zealand Privacy Act 2020 as applicable).

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, RELOADCARD DISCLAIMS ALL IMPLIED WARRANTIES AND IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF MERCHANT'S USE OF THE SERVICE.

ReloadCard's aggregate liability to Merchant under this Agreement, in any twelve-month period, will not exceed the platform fees actually paid by Merchant to ReloadCard during that period.

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement is subject to the dispute-resolution provisions of the Terms of Service §11. The exclusive venue for any non-arbitrable claim is the state or federal courts located in New Castle County, Delaware.

ReloadCard may update this Agreement on at least thirty (30) days' notice for material changes; non-material changes (formatting, clarifications, fee-schedule additions for new product lines that Merchant has not opted into) take effect immediately on publication. Merchant's continued use of the Service after the effective date of any change constitutes acceptance.

This Agreement, together with the Terms of Service, the Privacy Policy, and the Stripe Connected Account Agreement entered into separately with Stripe, constitutes the entire agreement between Merchant and ReloadCard regarding the Service and supersedes all prior agreements on that subject.

Questions about this Agreement should be sent to legal@reloadcard.app. Operational support is at support@reloadcard.app.