Platform Client Terms

These PLATFORM CLIENT TERMS supplement the Corporate Client Service Agreement between the entity on whose behalf a Tremendous Account is created and Tremendous (the “Agreement”) and govern each Platform Client’s (defined below) access to the Site and use of the Services. Please read these Platform Client Terms carefully, as they form a legally binding agreement between each Platform Client and Tremendous. We may update these Platform Client Terms from time to time by posting an updated version of the Platform Client Terms here as further described in Section 8.c below, so please check back for any changes that may impact you. The “Last Updated” legend at the top of this page indicates when the Platform Client Terms were last revised. Any changes to the Platform Client Terms will become effective upon the earlier of: (a) your first use of the Services with actual notice of such changes, or (b) 30 days after we post or distribute the revised Platform Client Terms, and such changes will apply to your use of the Services after the effective date of the revised Platform Client Terms. If you do not wish to accept the new Platform Client Terms, you must stop using the Site and Services as a Platform Client.

In the event of a conflict or inconsistency between the terms of these Platform Client Terms and the Agreement, these Platform Client Terms will control to the extent necessary to resolve the conflict or inconsistency. All capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement. Tremendous and the Platform Client, each a “Party” and, together, the “Parties.”

Tremendous may serve Clients that desire to (i) provide the Services to their own customers (such persons, each, an “End User”) on a pass-through basis, (ii) allow their End Users to access the Services through such End User’s relationship with the Client, or (iii) include the Services as a feature of their products and/or services provided to End Users. Such Clients, each, a “Platform Client.” For the avoidance of doubt, a Platform Client remains a Client and subject to the terms and conditions set forth in the Agreement.

If you believe you are a Platform Client and have not been in touch with our team, please contact Sales.

1. PLATFORM CLIENT ACCOUNT

   1. Depending on a Platform Client’s use case, different structures of the Tremendous Account may be appropriate for such Platform Client’s use.

   2. Acting as Agent. If a Platform Client creates a Tremendous Account through which it operates on behalf of its End User(s), Platform Client represents and warrant that it has been appointed as agent of such End User and has the authority to enter into the Agreement on its behalf. In such instance, Tremendous will treat Platform Client as such End User’s Representative.

   3. Add-On Service. If a Platform Client offers its End Users the Services as an additional service offering on its platform, such Platform Client will incorporate the TREMENDOUS CORPORATE CLIENT SERVICE AGREEMENT into its terms with such End Users. By including access to the Services in its platform, a Platform Client represents and warrants that it has adequately notified End Users that they are subject to separate and additional terms with respect to their use of the Services and have presented them in a manner adequate for such End Users to be legally bound by such terms. Tremendous reserves the right to review and provide revisions to the incorporation of the Agreement into Platform Client’s End User-facing terms. If Platform Client rejects such revisions, Tremendous reserves the right to deny or limit Platform Client’s access to its Tremendous Account until such time as the Parties can agree on acceptable terms.

   4. Sub-Accounts. Upon Tremendous’ consent, a Platform Client may create sub-accounts of its Tremendous Account (each, a “Sub-Account”) such that each End User is reflected separately within the Platform Client’s Tremendous Account.

      1. Balance. Each Sub-Account may have a separate Balance and Orders placed through such Sub-Account will be reflected as a debit to that Balance.

      2. Orders. Platform Client is solely responsible for placing Orders through the appropriate Sub-Account. Tremendous will not re-route any Orders placed through one Sub-Account to another Sub-Account.

   5. Records. Platform Client is solely responsible for providing records reflecting Orders placed, a Balance, or other information with respect to the use of the Site and Services to End Users. Tremendous will not provide additional or different information than it otherwise provides in connection with a Client’s Tremendous Account.

2. END USERS

   1. Eligibility. End Users must meet the same eligibility criteria as Clients, as set forth in the Agreement. By using the Service on behalf of an End User, a Platform Client represents and warrants that such End User is eligible to create a Tremendous Account and use the Services.

   2. Identity Verification. Platform Client must notify Tremendous of its desire to allow an End User to access and use the Services and comply with the following identity verification measures with respect to such End User.

      1. Pass-Through KYB. Platform Client must provide all information regarding an End User requested by Tremendous for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud or any other financial crime or legal reason. By providing the information to Tremendous, Platform Client represents and warrants that such information is complete and accurate. If Tremendous is unable to verify an End User’s identity or determines that an End User should not have access to the Site or Services (either at onboarding or any time throughout the Term), we will notify Platform Client upon such determination and Platform Client will ensure that such End User’s access to the Site and Services is immediately removed. Tremendous will keep a record of all information provided to us by Platform Client and may share it with Bank and other service providers, in accordance with Tremendous’ Privacy Policy, found at www.tremendous.com/privacy.

      2. Reliance on Platform Client KYB. If Platform Client has an anti-money laundering and sanctions program (an “AML Program”) of its own, it can submit such AML Program to Tremendous for our review. If we determine that the AML Program is adequate, Tremendous will rely on Platform Client’s processes to determine whether an End User may access the Site and Services. On an annual basis or in the event of a material update to its AML Program, Platform Client must (A) provide Tremendous with a copy of its AML Program currently in effect or (B) attest that it has not made any material changes to its AML Program.

   Platform Client represents and warrants that it follows its AML Program with respect to each End User, with respect to such End User access to and use of the Site and Services. At any time and without prior notice to Platform Client, Tremendous may determine that the AML Program is no longer adequate and a Platform Client must instead submit each End User to us for review and approval.

3. PLATFORM CLIENT OBLIGATIONS. In addition to the Client representations and warranties set forth in the Agreement, Platform Client represents and warrants that:

   1. It is authorized to share information, including personal information of the ultimate beneficial owners, officers and directors of End Users;

   2. End Users have authorized it to access the Site and use the Services;

   3. It has and will continue to effectively communicate with End Users that the Services are subject to additional and different terms, which are subject to change (and will be binding upon their use upon such change) without direct notice to End Users;

   4. Any information provided to Tremendous is complete and accurate and, if such information changes, Platform Client will provide Tremendous with updated information;

   5. It will enforce any determinations Tremendous makes with respect to individual End User’s access to the Site or use of the Services;

   6. It has obtained all requisite rights, approvals, permits, and waivers needed to provide End User Materials (as defined in Section 5.b below) and other materials, data, or information provided by Platform Client to Tremendous hereunder, and that End User Materials and any other materials, data, and information provided to Tremendous will comply with all applicable law, and will not violate or infringe any third-party’s intellectual property, privacy rights, or proprietary rights; and

   7. None of its End Users are engaged in an activity listed on the Prohibited Customers and Activities List.

4. PRE-FUNDING A BALANCE

   1. Platform Client Funding a Balance. Pursuant to its agreement(s) with End Users, a Platform Client may fund a Balance on behalf of End Users. In the event a Platform Client directly funds a Balance, it represents and warrants that it has the appropriate license, registration, or other authorization to transmit End User-owned funds to Tremendous.

   2. End Users Funding a Balance. After completing the identity verification process, Tremendous may, in its sole discretion, authorize End Users to directly fund one or more Balances associated with the Platform Client’s Tremendous Account. Platform Client is solely responsible for communicating instructions for funding a Balance to End Users. Platform Client is solely responsible for correctly allocating the funds associated with each End User in its Balance(s).

5. INTELLECTUAL PROPERTY

   1. Marks. To the extent Platform Client desires to include or otherwise use the trademarks, service marks, trade names, logos, other proprietary designs and designations, and other indicia of source or origin of an End User (the “End User’s Marks”) in its use of the Services, Platform Client represents and warrants that it has the authority to and hereby does grant to Tremendous during the Term a non-exclusive, royalty-free, non-assignable, worldwide license to use (but not the right to sublicense) End User’s Marks (and the registration that exist for such Marks, if any) solely to the extent that: (i) Platform Client authorizes in connection with this Agreement, (ii) such use is necessary for Tremendous to perform its obligations hereunder, (iii) Platform Client approves in connection with any press release, and (iv) Tremendous may identify Platform Client and End User as a customer of Tremendous in marketing materials. As between the parties, title to and ownership of End User’s Marks remain with Platform Client and all use of End User’s Marks will inure to the sole benefit of Platform Client. Other than as expressly provided herein with respect to End User’s Marks, Tremendous will not obtain any right, title or other interest in End User’s Marks by virtue of this Agreement. Upon termination or expiration of this Agreement, all license rights conveyed by Platform Client to Tremendous will cease, and all such rights revert back to Platform Client.

   2. Ownership of End User Materials. As between the Parties, Platform Client will exclusively own all rights (including any intellectual property or other proprietary rights) in and to the materials owned by End Users prior to the Effective Date or developed by End Users independently and outside the scope of the Agreement or these Platform Client Terms and provided by Platform Client to Tremendous hereunder (collectively, “End User Materials”). For purposes of the Agreement, End User Materials are included in the definition of Client Materials.

   3. License to End User Materials. Platform Client represents and warrants that it has the authority to and hereby does grant to Tremendous a fully paid-up, royalty free worldwide, non-exclusive, non-transferrable license during the Term to view, perform, copy, display and use such End User Materials solely for and in connection with performance of the Services and provision of the Deliverables hereunder.

6. LIMITATION OF LIABILITY

   1. Tremendous shall have no liability with respect to the Platform Client Terms, the Services or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data or other intangible losses resulting in any way from the Platform Client Terms, the Services, the Site or the Deliverables even if Tremendous has been advised of the possibility of such damages. In any event, Tremendous’ liability to Platform Client, its End Users and its and their parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors under these Platform Client Terms for any reason will be limited to USD$100. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

   2. The relationship between a Platform Client and an End User is strictly between the Platform Client and the End User, and Tremendous is not obligated to intervene in any dispute arising between the Platform Client and the End User. Under no circumstances will Tremendous be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Platform Client’s relationship with any End User. These limitations shall apply even if Tremendous has been advised of the possibility of such damages.

   3. The foregoing limitations will apply to the fullest extent of the law even if the above stated remedy fails of its essential purpose.

7. INDEMNIFICATION. IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 13 OF THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, PLATFORM CLIENT AGREES TO INDEMNIFY, DEFEND, AND HOLD THE TREMENDOUS GROUP HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, DUE TO OR ARISING OUT OF PLATFORM CLIENT’S OR ANY END USER’S USE OF THE SERVICES, THE VIOLATION OF THE AGREEMENT OR THESE PLATFORM CLIENT TERMS, THE INFRINGEMENT BY ANY END USER OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY OR VIOLATION OF ANY APPLICABLE LAW.

8. GENERAL TERMS

   1. Independent Contractors. The Parties are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. These Platform Client Terms shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

   2. Non-Exclusivity. Nothing in these Platform Client Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties. The Platform Client Terms shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under these Platform Client Terms or the Agreement by doing so, including any confidentiality obligations.

   3. Notice. Any notice required to be given by Tremendous under these Platform Client Terms, or otherwise, may be provided to Platform Client by email (using the email address associated with your Client Account), a posting on the Site, or other reasonable means. Tremendous may broadcast, distribute or display notices or messages through the Site or via email to inform Platform Client of changes to the Platform Client Terms or other matters of importance. Such broadcasts, distributions or displays of information will constitute notice to Platform Client. Any changes to the Platform Client Terms will become effective upon the earlier of: (a) your first use of the Services with notice of such changes, or (b) 30 days after we post or distribute the revised Platform Client Terms pursuant to this Section 8.c., and such changes will apply to your use of the Services after the effective date of the revised Platform Client Terms. If you do not wish to accept the new Platform Client Terms, you must stop using the Site and Services as a Platform Client.

   4. Term. These Platform Client Terms will apply to the Platform Client’s use of the Services so long as it meets the definition of “Platform Client.”

   5. No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of the Platform Client Terms or to exercise any right under the Platform Client Terms shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

   6. Entire Agreement. These Platform Client Terms, including all guidelines and other documents linked or otherwise incorporated or referenced herein (including the Agreement), sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including any prior version of the Platform Client Terms).

   7. Assignment. All the terms and provisions of these Platform Client Terms shall be binding upon and inure to the benefit of the Parties and to their respective heirs, successors, permitted assigns and legal representatives. Tremendous shall be permitted to assign these Platform Client Terms without notice to or consent from Client. Client has no right to assign or otherwise transfer these Platform Client Terms, or any of its rights or obligations hereunder, to any third party without Tremendous’ prior written consent, to be given or withheld in Tremendous’ sole discretion.

   8. Governing Law. These Platform Client Terms and any dispute arising hereunder or in connection with these Platform Client Terms, including any action in tort, will be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflicts of laws provisions or principles which may direct the application of the laws of any other jurisdiction.

   9. Severability. In the event that any part of these Platform Client Terms is deemed by a court of competent jurisdiction or Governmental Authority to be invalid or unenforceable, such provision will be deemed to have been omitted from these Platform Client Terms. The remainder of the Platform Client Terms will remain in full force and effect, and will be modified to any extent necessary to give such force and effect to the remaining provisions, but only to such extent.

   10. Survival. All provisions of the Platform Client Terms which by their nature extend beyond the expiration or termination of the Platform Client Terms will survive termination or expiration hereof.