Terms and Conditions

1. Introduction and Acceptance

1.1. These Terms and Conditions ("Terms") govern your access to and use of the agency banking and payments services offered through agency.priyo.com (the "Agency Services"), operated by Priyo Inc. ("Priyo", "we", "us", "our").

1.2. By creating an Agency Account, accessing the dashboard, or using any Agency Service, you ("Agency", "you", "your") agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Agency Services.

1.3. Certain Agency Services are provided through our third-party banking and payments partners, including Stripe, Inc. ("Partners"). Your use of those services is additionally subject to the Partners' applicable terms and agreements, which are incorporated by reference where required by the Partner.

2. Definitions

• "Agency Account" means the business account you open with Priyo through agency.priyo.com.
• "USD Account" means a US-dollar-denominated account balance held within your Agency Account.
• "Card" means a virtual or physical payment card issued to you in connection with your Agency Account.
• "Dashboard" means the online portal at agency.priyo.com through which you manage your Agency Account.
• "Fee Schedule" means the current schedule of fees published at priyo.com/fees

3. Eligibility

3.1. You must be at least 18 years old and have the legal authority to act on behalf of the business you represent.

3.2. Agency Services are offered to advertising agencies and related businesses, including:(a) Ad agencies without a US LLC or ITIN, subject to the eligibility criteria shown at signup.

3.3. We may refuse to open an account, or limit or discontinue services, for any applicant or customer where we determine, in our reasonable discretion, that eligibility, compliance, or risk requirements are not met.

4. Account Opening, Identity Verification (KYC/KYB)

4.1. Full access to Agency Services requires successful completion of identity verification for you and, where applicable, your business, beneficial owners, and authorized users ("KYC/KYB").

4.2. You must provide true, accurate, current, and complete information and documentation, and promptly update it when anything changes.

4.3. We and our Partners may request additional information or documents at any time — including proof of identity, proof of address, business registration, tax identification, and source of funds — and may restrict your account until satisfactory documentation is received.

4.4. We may verify information through third-party databases and service providers.

5. Description of Services

5.1. USD accounts. Hold a US-dollar balance; receive funds via ACH and domestic wire transfer into your USD Account, subject to availability and limits shown in your Dashboard.

5.2. Cards. Issue virtual cards (and physical cards where offered) linked to your Agency Account, each configurable with its own spend limit. Card issuance is subject to approval by the issuing Partner and may take additional time.

5.3. Payments and transfers. Receive and send funds via ACH, wire, subject to limits, cutoff times, and fees.

5.4. Invoice and payment links. Where offered, generate invoice or payment links to collect payments from clients. Availability of this feature may be limited or offered on an invitation or eligibility basis.

5.5. Digital assets. Stablecoin deposit, conversion, and related services are offered only where available and only in jurisdictions where permitted by law and eligible users. These services are not available in all jurisdictions and users.

5.6. Features, limits, and availability may change over time. We will give reasonable notice of material changes where practicable.

6. Fees and Charges

6.1. You agree to pay all fees set out in the Fee Schedule, which forms part of these Terms. The Fee Schedule is the authoritative record of current fees; in case of any difference between marketing materials and the Fee Schedule, the Fee Schedule prevails.

6.2. Fees may be debited directly from your Agency Account balance.

7. Funding Your Account

7.1. You may fund your Agency Account from sources in your own name, your business's name, or from your clients, using the funding methods shown in your Dashboard.

7.2. We may place holds on, delay, or reverse deposits pending verification, and may request source-of-funds documentation for any deposit.

7.3. You represent that all funds you deposit are lawfully obtained and that you have the right to transfer them.

8. Using Cards

8.1. Cards may be used for lawful business purchases, including advertising spend and business subscriptions, anywhere the card network is accepted, subject to merchant acceptance.

8.2. Per-card and per-account spend limits apply as shown in your Dashboard. We may adjust limits for risk, compliance, or Partner requirements.

8.3. You are responsible for all transactions made with Cards issued on your Agency Account, including transactions by authorized team members, until you report the Card lost, stolen, or compromised and we have had reasonable time to act.

8.4. Report unauthorized or suspicious card activity immediately through the Dashboard or customer support.

9. Prohibited Activities

You must not use Agency Services, and must not allow them to be used, for any of the following:

(a) any unlawful activity, fraud, or misrepresentation;(b) money laundering, terrorist financing, or the handling of proceeds of crime;(c) evading sanctions, export controls, or other trade restrictions;(d) operating as an unlicensed money transmitter or providing financial services to third parties without authorization;(e) pyramid or Ponzi schemes, or other deceptive investment schemes;(f) the sale of goods or services that are illegal in your jurisdiction or the recipient's jurisdiction;(g) circumventing our controls, limits, or verification requirements, including by structuring transactions;(h) using the services on behalf of undisclosed third parties or allowing others to operate your account.(i) pornography, adult entertainment, escort services, or sexually explicit content;(j) gambling, betting, lotteries, fantasy sports, gaming of chance, or wagering activities;(k) dating services, marriage brokerage services, escort services, or other adult-oriented social networking platforms;(l) the sale of counterfeit goods, intellectual property infringement, piracy, or unauthorized distribution of copyrighted materials;(m) hate speech, discrimination, harassment, or content that promotes violence against individuals or groups;(n) transactions involving sanctioned persons, entities, countries, or restricted jurisdictions;(o) any other activity that violates applicable laws, card network rules, regulatory requirements, or Priyo's policies.

10. Compliance, Monitoring, and Enforcement

10.1. We and our Partners monitor transactions for unusual, suspicious, or potentially unlawful activity, using automated and manual review.

10.2. We may freeze, limit, suspend, or close your Agency Account — and reverse or hold transactions — where we reasonably suspect a breach of these Terms, prohibited activity, fraud, or a legal or Partner requirement to do so. We will notify you where the law permits.

10.3. We may file reports with, and share information with, regulators, law enforcement, and our Partners as required by law, including suspicious activity reports.

10.4. You agree to cooperate promptly with any compliance review, investigation, or information request.

11. Sanctions

11.1. You represent that you are not a sanctioned person and are not owned or controlled by a sanctioned person, and that you will not use Agency Services in or for the benefit of any jurisdiction subject to comprehensive sanctions, including as administered by the US Office of Foreign Assets Control (OFAC).

11.2. We screen customers and transactions against applicable sanctions lists and will block or reject activity that matches.

12. Account Security

12.1. You are responsible for safeguarding your login credentials, API keys (if any), and devices. Do not share credentials.

12.2. Notify us immediately of any suspected unauthorized access. You remain responsible for activity on your account until we have been notified and had reasonable time to act.

13. Inactivity

13.1. Accounts with no transaction activity for 60 days may be classified as inactive and restricted until re-verification is completed.

14. Suspension and Termination

14.1. You may close your Agency Account at any time by contacting support, subject to settlement of pending transactions, fees, and compliance holds.

14.2. We may suspend or terminate your access immediately, with or without notice, where we reasonably believe you have breached these Terms, engaged in prohibited activity, provided false information, or where required by law or by a Partner.

14.3. On termination, any remaining balance will be returned to you via an approved method after deducting fees owed and completing compliance checks, subject to any legal hold.

15. Disclaimers

15.1. Agency Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim warranties of uninterrupted, error-free, or entirely secure service.

15.2. We are not responsible for delays or failures caused by banking networks, card networks, Partners, or force majeure events.

16. Limitation of Liability

16.1. We are not liable for indirect, incidental, consequential, or punitive damages, including lost profits or lost business opportunities.

17. Indemnification

You agree to indemnify and hold harmless Priyo, its officers, employees, and Partners from claims, losses, and expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of Agency Services, or your violation of law.

18. Changes to These Terms

18.1. We may update these Terms from time to time. Material changes will be notified by email or Dashboard notice at least 30 days in advance.

18.2. Continued use of Agency Services after the effective date constitutes acceptance of the updated Terms.

19. Contact

For questions about these Terms: [email protected]

Disclosures

Purchasing spend card program Visa® Commercial cards are powered by Stripe and issued by Celtic Bank. Stripe Issuing balances are provided in the US by Stripe Payments Company, licensed money transmitter, with funds held at Stripe's bank partners, Members FDIC. Priyo Payments LLC partners with Stripe Payments Company for money transmission services and account services with funds held at Fifth Third Bank N.A., Member FDIC.

Priyo Payments LLC is located at 166 Geary Str STE 1500 #1002, San Francisco, CA 94108, United States.