Last updated: 27 January 2026
This Authorized Customer Addendum (this "Addendum") applies to every Authorized Customer of a Subscriber using the Vertex Platform. It is binding upon access or use of the Platform and does not require signature. Continued use constitutes acceptance.
Capitalized terms used but not defined in this Addendum have the meanings ascribed to them in the Terms and Conditions between Vertex and Subscriber.
Authorized Customer may access the Platform solely through the Subscriber's implementation and must comply with this Addendum and all documentation issued by Vertex or Rail. Authorized Customer is responsible for all acts and omissions of its End Users.
Authorized Customer shall not, and shall ensure End Users do not, conduct Nested Payments. Nested Payments include:
Violation of this prohibition may result in immediate suspension or termination.
Authorized Customer shall not offer or use Rail services in connection with providing services to any financial institution unless approved in writing by Rail.
Authorized Customer must ensure End Users are informed that: (i) Rail Processes End User Data under the Rail Privacy Policy; (ii) Vertex Processes End User Data under the Vertex Privacy Policy; and (iii) Vertex and Rail may Process End User Data to operate, maintain and improve the Platform, including anonymization and aggregation.
Authorized Customer must provide and obtain all notices and consents required for Subscriber, Vertex and Rail to Process End User Data.
Authorized Customer shall ensure no conflicting privacy notices are provided to End Users.
Authorized Customer and its End Users must provide all onboarding information required by Subscriber, Vertex, Rail or any custodian. Authorized Customer must comply with all applicable AML, CTF and sanctions obligations and ensure no Prohibited User accesses the Platform.
Authorized Customer shall implement and maintain policies and procedures reasonably designed to comply with AML, CTF and sanctions obligations.
Authorized Customer shall cooperate with Vertex, Rail, and governmental authorities regarding any audit or inquiry relating to the Platform, including providing access to personnel, systems and records. Any information provided during an audit constitutes the Authorized Customer's Confidential Information unless otherwise required by law.
Vertex may suspend or terminate access by Authorized Customer or any End User immediately if Vertex or Rail determines such use: (i) poses a security risk; (ii) may adversely affect the Platform; (iii) is fraudulent or unlawful; or (iv) is required by law or a governmental authority. Vertex may suspend or terminate access where Rail instructs Vertex to do so.
Authorized Customer acknowledges that custody, settlement, banking or money transmission services may be provided by third party custodians under separate agreements. Vertex is not responsible for custodian acts or omissions unless expressly stated.
Authorized Customer shall not misrepresent its relationship to Vertex or Rail and shall not imply that End Users contract directly with Rail.
Vertex and Rail are intended third party beneficiaries of Sections 2-7 and may enforce them directly. If there is a conflict, this Addendum prevails to the extent necessary for compliance with Rail program requirements or Applicable Law. Rail and Vertex may enforce these provisions directly.
Vertex may update this Addendum from time to time. Continued access or use of the Platform constitutes acceptance of the updated version.