Last updated: April 1st, 2024
These Cardflow Terms of Service (these “Terms”) constitute a contract between you (“you”, “Client” or “User”) and Cardflow LLC. (“Cardflow”,“we”, or “us”) that apply to your use of a Cardflow business account (“Cardflow Account”) provided through our website https://getcardflow.com/ (the “Website”) and/or the mobile software application Cardflow developed now or in the future (“App”, together with the Website, the “Platform”), including the features and services made available through the Platform (collectively, the "Services"). From and after the date set forth above, these Terms shall govern your use of any Cardflow Account and our Services.
By registering for a Cardflow Account or using any of the Services, you agree that you have read, understood and accept all of the terms and conditions contained in these Terms as well as are other our agreements and policies applicable to you, and you acknowledge and agree that you will be bound by these agreements and policies. If you do not agree to the terms contained in these Terms, then you may not use the Platform. These Terms are effective as of the date you register for a Cardflow Account.
In these Terms, the “Client” means a legal entity, which is registered with the Platform, has opened a Cardflow Account, and successfully completed due diligence procedures carried out by Cardflow or its Payment Provider in accordance with these Terms. The “Cardflow Card(s)” means a business charge card issued to you by the Payment Provider engaged by us; the card is designed for business use only. The “Cardflow Account” is your means of access to the Services offered by us. Your Cardflow Account does not hold any funds. Instead, all funds are received and held by our Payment Provider. The “Payment Provider” means Stripe, Inc. as detailed in Section 3 below.
These Terms require the use of binding arbitration to resolve Disputes rather than jury trials or class actions. Please see BINDING ARBITRATION/CLASS WAIVER (Section 10(2)) for details, including instructions to follow in order to opt out of binding arbitration and the class action waiver. In Addition, THESE TERMS CONTAIN THE FOLLOWING SECTIONS: LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES (SECTION 9) AND INDEMNIFICATION (SECTION 8) THAT AFFECT YOUR RIGHTS.
You do not need to open a Cardflow Account to access the Services; however, we may, from time to time, restrict access to certain features, parts, or content of the Services, or the entire Service to only those users who have created a Cardflow Account.
IMPORTANT DISCLAIMERS. Cardflow is not a bank and does not offer banking services as defined by the United States Department of Treasury. The Cardflow Account is not a checking or savings account and is in no way linked to any other account the Client may have. Cardflow does not provide investment, tax, or legal advice, nor does Cardflow broker trades on your behalf. You should consult your legal or tax professional regarding your specific situation. Cardflow may provide educational information about supported features provided by Cardflow. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on the Website does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the Website's content as such.
The Platform and the Services are currently only available to businesses located in the United States. If you are from another jurisdiction, you may not use this Platform.
Use of certain Services may have further eligibility requirements that will need to be verified prior to you using such Services or from time to time in order to continue your use of the Services and may be subject to additional terms and conditions.
By accessing or using the Services, in registering to use the Platform, and get a Cardflow Account, on behalf of an entity, you represent and warrant that:
With each transaction you process through the Cardflow Card, you represent, warrant and agree that: (i) the Cardflow Card transaction represents a bona fide transaction; (ii) the Cardflow Card transaction accurately describes the goods and/or services obtained from the merchant; (iii) you will fulfill all of your obligations to the merchant and will resolve any dispute or complaint directly with the merchant; and (iv) you and the Cardflow Card transaction comply with all federal, state, and local laws, rules, and regulations applicable to you, including any applicable tax, wage and hour, and tip laws and regulations.
You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these Terms and that any misrepresentation by you is a violation of these Terms. Your access to the Platform may be terminated immediately in Cardflow’s sole discretion, with or without notice, if you fail to comply with any provisions of these terms and/or additional terms, if any of the above representations are untrue, or for any other reason, or no reason.
2.1. Cardflow Account Opening Cardflow opens a Cardflow Account in the currency indicated on the Platform in the name of the Client only for the purpose of carrying out the transactions related to the Client’s business activities (e.g., expenses for the needs of the Client, payment of remuneration to its contractors, etc.). All funds added to the Cardflow Account may be used only for the settlement of the transactions. The Cardflow Account may not be held or maintained for non-business purposes (such as personal, family or household purposes). Cardflow reserves the right to close the Cardflow Account if Cardflow determines that it is being used for non-business purposes.
2.2. Registration; Provision of Information The Client may start to use the Services after completing the registration of the Cardflow Account by providing certain information as prompted by the Cardflow Account registration form. When registering your Cardflow Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name and the legal name of your organization. You also agree to provide us, when registering a Cardflow Account and on an ongoing basis, any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime.
Cardflow has the right to reject your Cardflow Account registration, to later close your Cardflow Account, or to restrict the provision of the Services to you if you do not provide and maintain accurate, complete and satisfactory information. If any such information changes, it is your obligation to update such information as soon as possible but no later than 30 calendar days.
2.3. Verification; KYB During the verification procedure, the Client is required to input necessary data by completing an online questionnaire and attaching supporting documents, in compliance with these Terms and in accordance with the instructions received from Cardflow or our Payment Provider. The Know Your Business (KYB) process helps us detect fraud and prevent financial crimes like money laundering. The main mechanism of KYB is to conduct checks (as due diligence) to make sure that the businesses with which a bank, financial institution or fintech are going to be dealing are stable and operate within the law. Before granting access to our Services, we conduct due diligence of each of our potential Clients. Consequently, for the purpose of due diligence, we may request information and documents, including but not limited to:
In certain circumstances, Cardflow may require you to submit additional information about yourself or your business, provide records, and complete other verification steps (such as enhanced due diligence). Cardflow may need to repeat the due diligence from time to time, therefore, Cardflow might request some updated or additional information. If you do not provide the requested information or Cardflow is unable to obtain information about or related to you to satisfy Know Your Business (KYB) and customer identification requirements, Cardflow can suspend your use of the Services, or restrict or close your Cardflow Account.
You represent as of the date you provide the information, and warrant that all information that you provide or make available to Cardflow in connection with your Cardflow Account (including all information pertaining to your country of registration, principal place of business, and legal and tax status) is accurate, current, and complete. You must promptly notify Cardflow of each change to that information. You represent as of the date you request to open a Cardflow Account, and warrant that, if you are an individual opening the Cardflow Account for a business that is a sole proprietorship, you are the sole owner of that business.
For the purpose of this Section 3, the "Administrator" means the person appointed by the Client to manage the Client's use of the Services, including managing how you may use your Cardflow Card. The"Account User(s)" means a person authorized by the Client to access and use the Services or the Cardflow Card on the Client behalf.
3.1. Cardflow Account Administrator When you set up a Cardflow Account, you will be required to designate an Administrator for your Cardflow Account. An Administrator will be created for your Cardflow Account, and they will have the ability to provision additional accounts determining their access and management permissions. The Administrator must not attempt to create access rights to your Cardflow Account on behalf of or for the benefit of a user whose use of the Services was suspended or terminated by Cardflow, unless Cardflow approves otherwise.
3.2. Cardflow Account Users Cardflow may, in its discretion, grant access to your Cardflow Account and some or all of the Services to Account Users at your request. Such access is subject to Cardflow’s review and approval, and such Account Users’ agreement to and compliance with all of the terms hereof. To the extent that you choose to have Account Users have access to the Cardflow Account, you will have to designate those Account Users and manage their access to your Cardflow Account. By requesting such access, you and all Account Users automatically agree to these Terms. If Cardflow determines that you or any of your Account Users have violated these Terms, including, but not limited to, engaging in Restricted Activities or Prohibited Transactions (each as defined below), then Cardflow may terminate and/or suspend your Cardflow Account.
You must provide Cardflow with all information regarding your Account Users, any agent appointed under an applicable power of attorney, and the electronic credentials (such as logins) for your Cardflow Account, and you must immediately provide Cardflow with updated information if that information changes. You must notify Cardflow at least 5 business days before making any change to (a) your form of ownership (such as changing from a sole proprietor to a limited liability company or corporation); or (b) your Cardflow Account Administrator.
3.3. Your responsibilities in relation to Cardflow Account To the extent permitted by law, you are responsible for all actions submitted and data accessed by your Cardflow Account, Administrator or Account Users, and Cardflow holds no liability for any loss, costs, difficulties, or disputes arising from unauthorized or compromised usage of your Cardflow Account, either with or without your knowledge, except where required by law or where Cardflow explicitly accepted responsibility.
You are responsible for all transactions initiated and fees incurred by use of your Cardflow Card(s), whether unauthorized or authorized by you, subject to these Terms. If you permit another person to have access to a Cardflow Card or Cardflow Account, this will be treated as if you authorized such use, and you will be liable for all transactions and fees incurred by those persons. You are wholly responsible for the use of each Cardflow Card according to these Terms.
You agree not to circumvent or attempt to circumvent the security, intended functionality, capability or dependability performance of the Services for any purpose, including to use any Services for which you are not authorized. You understand and agree that some time lags in relation to your transactions processing or Cardflow Cards balances may take place and Cardflow will have no liability to you because of any inaccuracy or temporary inability to provide the Services or its part.
You may transmit instructions through your Cardflow Account. Our Payment Provider may refuse to comply with an instruction from you or through your Cardflow Account in the following cases:
3.4. Cardflow Account Security You must take all reasonable steps to keep your Cardflow Account password and any other security features safe at all times and never disclose them to anyone. You must immediately change your password and contact Cardflow support immediately if you have any indication or suspicion of your Cardflow Account login details, password, or other security feature is lost, stolen, or otherwise compromised. Cardflow is not obligated to indemnify you for any losses or damages that arise out of your failure to notify us of a breach of your Cardflow Account password or security.
We may suspend your Cardflow Account and any our Services, or otherwise restrict the functionality of both on reasonable grounds relating to the security of the Cardflow Account or any of its security features or if we reasonably suspect that an unauthorized or fraudulent use of your Cardflow Account has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
3.5. Authorization When you use the Cardflow Card, you authorize the Payment Provider to immediately debit your Cardflow Account or the funds loaded onto the balance, as applicable, by the amount of any transactions made using the Cardflow Card including any applicable fees. Your authorizations will remain in full force and effect until you close a Cardflow Card or your Cardflow Account is closed or terminated. Any attempt by you to revoke this authorization will result in your inability to use the Cardflow Card or Services.
4.1. Cardflow and our Payment Provider reserve the right to investigate your use of the Service for compliance with these Terms and in order to comply with law, regulation, legal process or government request. We may refuse to process any transaction that we believe violates these Terms and any other agreements between you and the Payment Provider or any applicable network rule or applicable law
4.2. Your Right to Close Your Cardflow Account You may close your Cardflow Account in accordance with Section 6 of these Terms. In order to do so, you should contact Cardflow’s Support Team who will assist you in closing your Cardflow Account. You may not terminate your Cardflow Account if Cardflow believes, in its sole discretion, that such closure is being performed in an effort to evade a court order or legal or regulatory investigation or to avoid paying any amounts otherwise due to Cardflow. In the event that you or Cardflow terminates your Cardflow Account or your access to the Services, or cancels your Cardflow Card, you remain liable for all activity conducted on or with your Cardflow Account while it was active and for all amounts due hereunder.
4.3. Our Right to Decline, Suspend, or Close Your Cardflow Account We may, without liability to you or any third party, refuse to let you register for a Cardflow Account at our sole discretion, or immediately suspend or close your Cardflow Account, without notice, if we learn or reasonably suspect, in our sole discretion, that you will use or have used your Cardflow Account to engage in unlawful or improper activity in violation of applicable laws or these Terms. Notwithstanding the foregoing, Cardflow may determine not to make the Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location, or suspend your use of one or more of the Services in accordance with the terms of these Terms, as determined in our sole and absolute discretion. Cardflow may also temporarily suspend access to your Cardflow Account in the event that a technical problem causes system outage or the Platform errors until the problem is resolved. For the avoidance of doubt, in the event your Cardflow Account is suspended or closed, you will no longer be able to access any of the Services. We reserve the right to (i) maintain your Cardflow Account registration information after you terminate your Cardflow Account for business and regulatory compliance purposes, subject to applicable laws and regulation; and (ii) monitor, review, retain and/or disclose any information regarding your Cardflow Account as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
Additionally, if (i) your Cardflow Account does not have a paid transaction for more than 12 consecutive months, or (ii) your Cardflow Card has been issued but not used for more than 12 consecutive months, we reserve the right to suspend the Cardflow Account or cancel the Cardflow Cards respectively, and automatically disable processing capabilities. You will receive information about the process to reactivate the Cardflow Account or Cardflow Card.
4.4. Effect of Cardflow Account Closure Upon closure or suspension of your Cardflow Account, you authorize Cardflow to cancel or suspend pending or future transactions and forfeit all proprietary rights and claims against Cardflow in relation to any funds otherwise eligible for redemption. In case your Cardflow Account is closed and all Cardflow Card is canceled, the remaining balance thereof will be subject to refund within 30 days provided that all connected transactions are settled in due time. You may contact our support service for instructions on how to receive a replacement or renewal of the Cardflow Card as the case may be.
5. Prohibited Use In connection with your use of the Services, and your interactions with other Users and third parties, you agree you will not engage or attempt to engage in any improper uses of the Services, including but not limited to, the following (collectively, the “Prohibited Uses”):
This list is non-exhaustive and we reserve the right to modify it at any time, with or without notice to you. It is within our sole discretion to determine whether an activity falls into one of these categories. In the event that you are found by us to have been involved in the Prohibited Uses or acting in a fraudulent manner, then we reserve the right to terminate without notice your use of the Platform and Services without limiting any other rights and remedies we may have.
1.1. Your use of the Services is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions. You unequivocally agree and understand that by registering your Cardflow Account and using the Services in any capacity, you will act in compliance with and be legally bound by these Terms and all applicable laws and regulations regarding AML and CTF.
1.2. By opening a Cardflow Account, you represent as of the date you request the Services, and warrant at all times during the term of these Terms, that neither you nor any beneficial owner of your Cardflow Account is designated under or covered by any sanctions program administered or enforced by OFAC. In addition, you agree, represent, and warrant that all funds in your Cardflow Account, or funds deposited by you with Cardflow Account in the future, are not the direct or indirect proceeds of any criminal or fraudulent activity.
1.3. The Services are subject to economic sanctions programs administered in the countries where we conduct business, including but not limited to those administered by OFAC, pursuant to which we are prohibited from providing services or entering into relationships with certain individuals and institutions. By using the Services, you represent that your actions are not in violation of such sanction programs. Without limiting the foregoing, you may not use the Services if (i) you are a resident, national or agent of a jurisdiction subject to comprehensive sanctions by OFAC or any U.S. embargoed countries (“Restricted Territories”), (ii) you are on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List (“Restricted Persons”), or (iii) you intend to transact with any Restricted Territories or Restricted Persons.
The following list of jurisdictions represents a non-exhaustive list of countries/territories that Cardflow understands have been deemed prohibited by regulators and no Cardflow Services or access to the Platform may be provided to any entity falling within that list:
1.4. You agree that you will not knowingly, directly or indirectly, export (or re-export) any Cardflow Services to any jurisdiction or entity prohibited from receiving the Cardflow Services by any applicable export restriction, including: the U.S. Export Administration Regulations (15 C.F.R. §§ 730-774); the economic sanctions regulations and guidelines administered by OFAC; or the International Traffic in Arms Regulations (22 C.F.R. §§ 120-130), unless authorized by United States law.
1.5. In the event that we are required to block funds associated with your Cardflow Account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend your Cardflow Account; (ii) terminate your Cardflow Account; (iii) return funds to the destination of their origin or to an account specified by authorities; or (iv) require you withdraw funds from your Cardflow Account. In certain cases, taking one or more of these actions may result in a forfeiture of some or all of your funds. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law and regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
Using the Services for the following transactions is prohibited, and Cardflow reserves the right to monitor for transactions that relate to (collectively, “Prohibited Transactions”):
In the event that Cardflow learns you are making or attempting any Prohibited Transactions, Cardflow will consider it to be a violation of these Terms and may suspend or terminate your Cardflow Account.
Cardflow operates in the United States of America and makes no representation that the Service is appropriate or available for use in other locations. We offer several Services in connection with your Cardflow Account as described below.
1.1. Card-Related Services. Cardflow provides Card-related services as described in Section 04 below.
1.2. Payment Facilitation Services. Cardflow may provide access to various payment processing services offered by its Payment Provider. These services may include credit and/or debit card processing services, and adding money to the Client’s Cardflow Account so it will have enough balance to cover any upcoming payments (top-ups). Additional terms and conditions specified in the Section 2 below apply to such services.
1.3 Intellectual Property Rights. You should assume that everything on the Services is copyrighted unless otherwise indicated and that it must not be used except as provided in the Terms of Service or with the express written consent of Cardflow. All photos, videos, images, and text on the Services, together with the design and layout of the Services (“Content”) are copyrighted and may not be used without Cardflow’s written permission. All intellectual property rights in the Services and in any Content of the Services (including, but not limited to, text, graphics, design, layout, software, photographs, and other images, videos, sound, trademarks, and logos) are owned by us or our licensors. Except as expressly set forth herein, nothing in the Terms of Service gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading or using the Services.
These Terms grant you a limited, non-transferable, non-sublicensable, and non-exclusive right to use the Services. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the Content on our Services. You must not:
There are a number of trademarks, logos, service marks, slogans, product names and designations and other proprietary indicia (collectively “Marks”) used in the Platform. Notwithstanding anything to the contrary under these Terms, in no event is Cardflow granting you a license to use any Mark in any fashion, and you are not granted any license under any of Cardflow’s or any third party’s Marks or other intellectual property rights. You may not use any Mark as a username, icon, identifier, hyperlink or in any other manner without Cardflow’s prior written permission.
The Platform, Content, and the selection, coordination, and arrangement thereof, is owned either by Cardflow, or its respective licensors. The unauthorized copying, displaying, selling, distributing or other use of any Content or Platform is a violation of the law. You acknowledge that the Content and Platform is protected in the U.S. and internationally by a variety of laws, including but not limited to, copyright laws and treaty provisions, trademark laws, patent laws and other intellectual property and proprietary rights laws. The license under this Section will not survive termination of these Terms.
2.1. Stripe as Payment Service Provider. We facilitate transactions but are not a payment service provider. We use Stripe as our current payment services provider, and we may change payment services providers at any time in our sole discretion. Stripe's financial products as Stripe Connect, Stripe Issuing, Stripe Treasury and Stripe Capital. Payment processing services for Clients are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service, the Stripe Issuing Spend Card Program Agreement, and the Stripe Treasury Agreement (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a Client in the Cardflow Account, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Cardflow Account enabling payment processing services through Stripe, you agree to provide us accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe. We use Stripe to make payouts. The Stripe Recipient Agreement applies to their receipt of such payouts. To make payouts from us, you must provide us accurate and complete information about payouts recipients and their business, and you authorize us to share it and transaction information related to your payout with Stripe. Cardflow holds no liability for any loss, costs, difficulties, or disputes arising from any act or omission of its Payment Provider, except where required by law or where Cardflow explicitly accepted responsibility.
2.2. Our Relationship with Payment Provider.
Who Holds the Balance in your Cardflow Account: Your Cardflow Account and related technical services are offered and administered by Cardflow. The balance in your Cardflow Account (or Cardflow Card) is held by the Payment Provider of Cardflow - Stripe. Cardflow does not hold the balance in your Cardflow Account. The Cardflow Card enables you to access the balance in your Cardflow Account as long as you act in accordance with these Terms.
Who Administers your Cardflow Account: Cardflow administers your Cardflow Account and connects with the Payment Provider (Stripe) to bring you certain features of your Cardflow Account (such as transfer of funds to a beneficiary using a Cardflow Card).
Who Provides Financial Services Connected to your Cardflow Account: Stripe Treasury is provided in the US by Stripe Payments Company, licensed money transmitter, with funds held at Stripe's bank partners, Members FDIC. Cards offered through Stripe Issuing and issued by Stripe's bank partners pursuant to licenses from Visa and Mastercard, and other credit products are provided by Celtic Bank, Member FDIC and serviced by Stripe, Inc. and its affiliate Stripe Servicing, Inc.
Cardflow may provide the Clients with the use of services offered by Cardflow and/or third parties from time to time (“Additional Services”), as determined in Cardflow’s sole discretion, as well as terminate the provision of such Additional Services at any time. Descriptions, prices, terms and conditions of use of Additional Services are available on the Website. In case any Additional Services are provided by third parties (for example, Stripe), the use of such Additional Services shall comply with the terms and conditions stipulated by the respective third parties. Cardflow shall not be liable for any of the Additional Services provided by third parties and the Client shall resolve any problems associated with such Additional Services with the provider of the respective Additional Service.
1.1. General Provisions. The Client may settle the amount of funds available in the Cardflow Account for transactions (“Available Funds”) using the Card-Related Services, where transactions include: (i) using the Cardflow Card to pay for goods and/or services or to obtain information, or using the Card for online payment to a merchant providing goods and/or services; (ii) making transfers of Available Funds within the Platform to other Users, if such option is provided by Cardflow.
Loading Funds: The Cardflow Card is linked to your Cardflow Account. Available Funds can be loaded to your Cardflow Account via wire transfers or by other permitted payment methods. When adding (topping up) funds to the Cardflow Account, the Client has to follow the instructions provided in the Cardflow Account or on the Platform. Once these Available Funds are within your Cardflow Account, they can be utilized via the Cardflow Card. All top-ups are subject to anti-fraud verification procedures, which may delay access to the funds. We reserve the right to reject any request to add funds to the Cardflow Account at our sole discretion.
Information About Balance: It is your responsibility to ensure that there is a sufficient Available Funds within your Cardflow Account to cover transactions plus any pre-authorized amounts. To obtain the current balance amount, or the transaction history, please refer to the Cardflow Account on the Platform. The balance will reflect all transactions that have been posted to our Platform’s system. You are not allowed to exceed the balance available on the Cardflow Card for any transaction. As you use the Cardflow Card, the Cardflow Card’s balance will be reduced by the full amount of each transaction including taxes, charges and other fees, if any.
Cardflow Card expiry/cancellation and Access to Funds: Your right to use the Available Funds in your Cardflow Account accessible through the Cardflow Card does not expire. You understand and agree that if your Cardflow Card is canceled, the Available Funds in your Cardflow Card balance may be used for authorized transactions that are due and payable at the time of cancellation, and you authorize us to cover such transactions.
1.2. Use of the Cardflow Card. The Cardflow Card will be linked to your Cardflow Account. Transactions made with your Cardflow Card will automatically be listed on your Cardflow dashboard on the Platform or elsewhere in the Cardflow Account. The Cardflow Card is the property of the Payment Provider and must be surrendered upon demand. The Cardflow Card is non-transferable and non-assignable, and it may be canceled, repossessed, or revoked at any time without prior notice.
1.3. Cardflow Card Limits. Your Cardflow Card, and any payment services linked to the Cardflow Card, are provided by our Payment Provider in accordance with the Stripe Services Agreement. Stripe may set out card spending limits, daily spending limits or other limits for any Cardflow Card under your Cardflow Account. We may otherwise limit payments and/or payees at our discretion. You cannot use the Cardflow Cards in any way beyond their intended purpose. For security and fraud protection, Cardflow may impose limits on the Cardflow Card balance that you can authorize in a transaction, and over a period of time. In addition to these set limits, Cardflow and its Payment Provider retain the right to impose additional limits at our discretion. Except as required by applicable law, other limits may apply, as may be described on or in Cardflow’s Website, Platform, and/or Cardflow Account.
1.4. Account Transaction Processing Limits. Cardflow may impose daily and annual transaction processing volume limits per Cardflow Account. If you wish to increase your limit, you will be required to apply for an upgrade from your Cardflow Account and provide us with documentation necessary to qualify for that upgrade. Depending on the upgrade request, you may be required to provide additional information and documentation. Requests will not be approved until all required documentation has been reviewed and the accuracy and authenticity of the information has been confirmed.
2.1. We reserve the right to change, suspend, or discontinue any aspect of the Services or the Platform at any time, including hours of operation or availability of any feature, without notice and without liability. We may, in our sole discretion, delay any transaction if we believe that such transaction is suspicious, may involve fraud or misconduct, violates applicable laws or payment network, or violates any term of these Terms.
2.2. If we need to conduct an investigation or resolve any pending dispute related to your Cardflow Account, or if required by law, court order, or at the request of law enforcement, we may delay settlement or restrict access to settlement funds. In the case of a delayed settlement, we will strive to promptly inform you, unless prohibited by court order or law enforcement. We will not be liable to you for any damages or harm caused as a result of such delayed settlement or restricted access. Unless required to delay settlement by law, we are committed to not delay or restrict settlement unnecessarily, and if partial delay or restriction is possible, we will only partially delay or restrict.
3.1. You are responsible for all transactions on your Cardflow Account, whether or not they are authorized. You are responsible for confirming the accuracy of the information you provide about each transaction. When any transaction occurs using your credentials, we will assume that you authorized such a transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible by email at support@getcardflow.com.
3.2. It is important that you regularly check your Cardflow Account balances and your transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this Section. If the Client has authorized the transaction without knowing the exact amount, the Client has the right to file a complaint to or claim refund of the transaction amount directly from the recipient of the payment resulting from the transaction, instead of Cardflow.
3.3. To the maximum extent permitted by the applicable law, Cardflow will not be liable to you, or any third party for any losses, damages or costs arising out of or relating to:
Funds utilized through the Cardflow Card are not insured. The Cardflow Account is not a checking or savings account and is in no way linked to any other account the Client may have. The Cardflow Accounts are eligible for FDIC pass-through deposit insurance if they meet certain requirements. The Cardflow Accounts are eligible only to the extent pass-through insurance is permitted by the rules and regulations of the FDIC, and if the requirements for pass-through insurance are satisfied. The FDIC insurance applies (i) only to funds that have settled in a Cardflow Account and does not apply to funds that are provisionally credited to a Cardflow Account or that are pending but not yet settled; and (ii) up to 250,000 USD per depositor, per financial institution, for deposits held in the same type of account (i.e. business account), and (iii) only in the event of the failure of an FDIC-insured bank. Please note, that neither Payment Provider nor Cardflow are an FDIC insured institution and that the FDIC’s deposit insurance coverage only protects against the failure of an FDIC insured depository institution/bank.
5.1. If you attempt to use the Cardflow Card when there is insufficient balance of Available Funds to cover the full transaction amount, the transaction in most instances will be declined. However, if due to a system malfunction or for any reason whatsoever, a transaction occurs despite an insufficient balance of Available Funds on the Cardflow Card, creating a negative amount, you agree to reimburse us, upon request, or manage otherwise for the amount of the transaction amount in excess of the balance.
5.2. We are not responsible for any over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) that result from your failure to maintain a balance or available credit in the Cardflow Account that is sufficient to fund all payments you initiate.
6.1. If you are entitled to a refund for any reason for goods or services obtained with your Cardflow Card, the return and refund will be handled by the merchant. If the merchant credits your Cardflow Card, the credit may not be immediately available. While merchant refunds post as soon as they are received, please note that we have no control over when a merchant sends a credit transaction, and the refund may not be available for a number of days (generally within 30 days) after the date the refund transaction occurs. Refunds will be recorded along with your transactions in the Platform’s dashboard or your Cardflow Account.
6.2. Neither the Payment Provider nor Cardflow is responsible for the delivery, quality, safety, legality or any other aspects of the goods or services you purchase from others with the Cardflow Card. If you have a problem with a purchase you made with the Cardflow Card, or if you have a dispute with the merchant, you must handle it directly with the merchant.
Cardflow may and is authorized, without prior notice and both before and after demand, to set off the whole or any part of your liabilities or other amounts payable to Cardflow, including but not limited to fees, whether such amounts are present or future, actual or contingent, or liquidated or unliquidated, against any sums held by Cardflow and owed to you, whether under these Terms or any other agreement between Cardflow and you. Cardflow is entitled to convert and/or exchange any funds owned by you and held by Cardflow, and is authorized to effect any such conversions at the then prevailing exchange rate. If your liability is contingent and/or unliquidated, then Cardflow may set off the amount it estimates in good faith will be the liquidated amount. Cardflow has the right to deduct the fees payable by the Client from the Available Funds, and if the Cardflow Account does not have sufficient Available Funds to cover a fee, the amount of such fee will be deducted from any funds subsequently added to the Cardflow Account.
If Cardflow is holding Funds in your Cardflow Account, and Cardflow is unable to contact you and has no record of your use of the Services for several years, applicable law may require Cardflow to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Cardflow will try to locate you at the address shown in our records, but if Cardflow is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Cardflow reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
9.1. You agree to comply with the payment dispute resolution procedure described below for any payments made using a Cardflow Card. If you’re unable to resolve a transaction related issue directly with a merchant, please notify us as soon as possible. This is our process for resolving disputes for such payments.
9.2. You must contact support@getcardflow.com directly to open a dispute case within sixty (60) days of the date of the transaction in question. Your notice must include the following information:
Depending on your claim (item not received or refund not received), we may ask you to wait 10 business days from the transaction date to proceed with the payment dispute.
9.3. You must respond to our requests for other information. We may require you to provide receipts, third party evaluations, police reports or other documents depending on the situation. You must respond to these requests in a timely manner as requested in our correspondence with you.
9.4. Cardflow or our Payment Provider will make a final decision on your claim, in our/its sole discretion, based on the coverage and eligibility requirements set forth above, any additional information provided during the online payment dispute resolution process or any other information Cardflow or our Payment Provider deems relevant and appropriate under the circumstances.
9.5. Cardflow will send you a final response letter within five (5) business days after completing the investigation. If Cardflow decides that there was no error, Cardflow will send you a written explanation. Copies of the documents used in the investigation may be obtained by contacting Cardflow at support@getcardflow.com.
For purposes of this Section, an “Unauthorized Transaction” is an error that occurs when your Cardflow Card is used without your authorization and/or you did not benefit from the transaction. For example, if someone steals the Cardflow Card credentials and uses it for a purchase, an Unauthorized Transaction has occurred. If you give the Cardflow Card to a person with permission to use it, you are responsible for all transactions conducted by the person even if they make more transactions than you authorized, unless you notify Cardflow that transactions by that person are no longer authorized.
1.1. Cardflow may charge fees in connection with the Services (the “Fees”). You agree to pay the Fees shown to you, if any, or as separately agreed between you and Cardflow, when you enter into a transaction. Current pricing information is provided on the Website. The payable Fees (if any) are dependent on the Cardflow Account type and level of payment services accessed as detailed in the pricing page on the Website. You can view the Fees at any time in the fee summary section of the Cardflow Account. The fees are rounded upward to the nearest unit (e.g., cents).
1.2. You are responsible for, and agree to pay, all fees that may be charged by your financial institution or our Payment Provider (Stripe) in connection with sending funds or receiving funds through the Cardflow Card or using other Services. Cardflow will disclose those fees at the time you request access to the Services and will disclose any changes before they take effect. Cardflow is not responsible for any charges that you incur based on delayed processing of deposits or withdrawals that might result from overdraft fees or otherwise. Payment Provider may deduct all fees you owe Payment Provider (if any) from the funds in the Cardflow Account, even if the deduction causes an overdraft.
2.1. Our Fees are exclusive of any applicable taxes, fees and other financial liabilities imposed by any governmental authority, including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes that are due, payable and/or levied on your transactions and/or your use of the Services ("Taxes").
2.2. You bear exclusive responsibility and liability for: (i) ascertaining the applicability of any Taxes related to your transactions and services or payments received in connection with your utilization of the Services; and (ii) evaluating, gathering, reporting, and remitting in a timely manner the Taxes pertinent to your business to the relevant tax and revenue authorities; (iii) providing a Form W-9 certifying your tax identification number when interest starts accruing on your Cardflow Account (or if Payment Provider requests, upon opening the Cardflow Account). You must promptly notify us of all changes related to your tax affairs, and provide all information that we request to comply with the applicable tax requirements.
2.3. In cases where you are exempt from the payment of said Taxes, you are required to furnish us with an original certificate that conforms to applicable legal requirements, affirming your Tax-exempt status. Should we incur any third-party claims, losses, damages, costs, expenses, demands, and/or fines due to your failure to fulfill your Tax-related obligations under this Section, you shall promptly indemnify and defend us against such claims and reimburse us for all such losses, damages, costs, expenses, demands, and/or fines upon our request. In the event that we are compelled to withhold any Taxes or encounter difficulties in validating the Tax-related identification information you furnish, we reserve the right to deduct such Taxes from amounts otherwise owed and remit them to the pertinent taxing authority.
3.1. Rewards. Cardflow may grant the Client with Rewards for transactions, participation in certain activities, a significant number of transactions, etc. under corresponding Rewards Program Terms. Cardflow may determine independently which categories of Clients, which services and under what conditions can become recipients of cashbacks. Your Cardflow Account must be in good standing in order to participate in the Rewards Program. Certain Rewards may be subject to additional terms and conditions that will be provided to you if applicable. Not all activities on the Platform will yield Rewards.
3.2. Interest. Unless Cardflow advises you otherwise, you will not earn interest on funds in your Cardflow Account. If Cardflow informs you that your Cardflow Account will bear interest, then accrued interest will be allocated under that Cardflow Account in whole cents in the proportion that your average daily balance during the preceding month bears to the average daily balance of all funds that are held in that Cardflow Account over the same time period and calculated on the same basis. The specific terms and conditions for the interest-bearing Cardflow Account will be described in the Rewards Program Terms.
We may terminate these Terms and close your Cardflow Account for any reason or no reason at any time upon notice to you. We may also suspend the Services and instruct the Payment Provider to suspend access to your Cardflow Card (including the funds in your Cardflow Account) if we believe, in our discretion, that you (i) have violated the terms of the Cardflow’s policies or these Terms, (ii) pose an unacceptable credit or fraud risk to us, or (iii) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct. You acknowledge that Cardflow’s decision to take certain actions, including limiting access to or suspending your access to the Services, may be based on confidential criteria that are essential to Cardflow’s risk management and/or security protocols. You agree that Cardflow is under no obligation to disclose the details of its risk management and/or security procedures to you.
You may terminate these Terms by closing your Cardflow Account at any time upon thirty (30) days’ notice to us. Any funds that the Payment Provider holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled. If an investigation is pending at the time you close your Cardflow Account, the Payment Provider may hold your funds as described herein or in its corresponding policies. If you are later determined to be entitled to some or all of the funds in dispute, the Payment Provider will release those funds to you.
If these Terms are terminated, or your Cardflow Account is closed for any reason, you agree: (i) to continue to be bound by surviving portions of these Terms, (ii) to immediately stop using the Services, (iii) that the license provided under these Terms shall end, (iv) to remove from your website, apps and marketing materials and will discontinue using any Cardflow service marks, logos or other branding, (v) that we will retain certain information and Cardflow Account data as required under applicable laws and regulations. We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Services. Any termination of these Terms does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in these Terms, and you are not entitled to a refund of any Fees paid under these Terms.
We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Cardflow Privacy Policy. as it provides details on how your personal information is collected, stored, protected, and used by us.
2.1. You are responsible for maintaining the confidentiality and security of all account names, User IDs, passwords, personal identification numbers (PINs) and other access codes that you use to access the Services. You are responsible for keeping your email address and all other account holder and User information up to date in your Cardflow Account profile and for maintaining the confidentiality of your User information. You agree to (i) notify Cardflow immediately if you become aware of any unauthorized use of your Cardflow account, the Services, or any other breach of security regarding the Services, your Cardflow Account or the Platform. We strongly advise you to enable all security features that are available to you (such as, by way of example two-factor authentication); this offers you enhanced protection from possible malicious attacks. Cardflow will not be liable for any loss or damage arising from your failure to protect your account information.
2.2. The Internet may be subject to breaches of security. We shall not bear any liability for any damage or interruptions caused by such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. We recommend the regular use of a reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from Cardflow, you should login to your Cardflow Account directly through the Website or App, if any, and not by clicking links contained in emails. You should also be aware that e-mail and other submissions over the Internet may not be secure, and you should consider this before e-mailing Cardflow any information or posting information to the Platform. Cardflow make no representation or warranty whatsoever regarding the suitability, functionality, performance, availability or operation of the Platform. The Platform may be temporarily unavailable due to maintenance or malfunction of computer equipment.
You agree to defend, indemnify and hold Cardflow, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any actual or alleged Claims and any Losses arising out of or relating to: (a) your breach of these Terms, (b) your violation of any local, state, federal law or regulation, (c) your use of the Platform or Services, or (d) information or material posted or transmitted through your Cardflow Account, even if not submitted by you. You will cooperate as fully and as reasonably required in Cardflow’s defense of any claim. Cardflow reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any matter without the written consent of Cardflow.
For the purpose of this Section, the term “Claims” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity or otherwise and the term “Losses” means all costs, expenses, damages, liabilities, fines, or penalties (including attorneys’ fees) which are the result of or arise from or relate to the matters set out in this Section and which may relate to any Claims.
If you have a dispute with one or more Users or third parties, you release Cardflow (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CARDFLOW AND OUR AFFILIATES AND SERVICE PROVIDERS (INCLUDING OUR PAYMENT PROVIDER), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CARDFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM OR RELATING TO: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES OR THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF CARDFLOW’S NEGLIGENT, FRAUDULENT, RECKLESS ACTS OR INTENTIONAL MISCONDUCT. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND TERMINATE YOUR ACCOUNT.
OUR MAXIMUM AGGREGATE LIABILITY TO YOU, AND THE EXCLUSIVE REMEDY HEREUNDER FOR ANY AND ALL DAMAGES, INJURY, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING, OR IN ANY WAY RELATED TO THESE TERMS OF SERVICE OR YOUR USE OF THE SERVICES (INCLUDING ANY INFORMATION OR CONTENT CONTAINED THEREIN), SHALL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SERVICES UP TO USD 1,000.00 (ONE THOUSAND US DOLLARS). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICES WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES
You further understand and agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. You acknowledge that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.
2. THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARDFLOW, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF (A) TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ADEQUACY, ACCURACY, TIMELINESS, AND COMPLETENESS OF THE SERVICES, INFORMATION, CONTENT, OR RESULTS; AND (C) ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE. CARDFLOW MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
3. Cardflow will make reasonable efforts to ensure that requests for transactions are processed in a timely manner, but Cardflow makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This Section gives you specific legal rights and you may also have other legal rights that vary from state to state.
The laws of the State of Texas and applicable United States federal law shall govern these Terms. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from the Services to these Terms.
2.1 This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.
These Terms of Service are governed by and all controversies, disputes, demands, counts, claims, or causes of action (“Disputes”) arising under, arising out of, or in connection with these Terms of Service will be resolved exclusively in accordance with the laws of the State of Texas, excluding its conflict of laws provisions. YOU HEREBY WAIVE ANY RIGHT YOU MIGHT HAVE TO RESOLVE ANY DISPUTE ON ANY BASIS (INCLUDING, BUT NOT LIMITED TO A CLASS ACTION BASIS) INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS SIMILARLY SITUATED. The following applies to all Disputes between you and Cardflow arising out of, under, or related to these Terms of Service or Cardflow’s privacy practices (including any action Cardflow may take or authorize with respect to information about or provided by you).
In the event of a Dispute, the aggrieved party must notify the other party in writing of the specific items in dispute and describe in sufficient detail for the other party to reasonably understand the reason for disputing each item (“Dispute Notice”). Upon receipt of a Dispute Notice, the parties’ representatives must meet to discuss the Dispute and attempt to resolve the Dispute within thirty (30) days from the date of the Dispute Notice. If the Dispute is not resolved within the 30 day period, the Dispute will be determined by binding arbitration in accordance with below.
Binding Arbitration
Either party may enforce any provision of these Terms of Service by seeking to obtain equitable relief in addition to all other remedies at law or under these Terms of Service.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to:
Cardflow LLC 120 Turtle Creek Blvd Apt 505, Dallas, Texas 75207
Unless otherwise required by applicable law, you must commence any action or proceeding relating to any Dispute within one (1) year after the occurrence of the event giving rise to such Dispute.
Cardflow may amend any portion of these Terms or the Services at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Cardflow Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.
If the revised Terms include a material change, we will provide you with prior notice via our Website and/or email before the material change becomes effective. For this purpose a “material change” means a significant change .
You may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void (it being understood and agreed that this Section shall not prohibit you from sending any funds from your Cardflow Account in accordance with the terms hereof). We reserve the right to freely assign these Terms and the rights and obligations of these Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate these Terms by contacting Cardflow’s Support Team and asking us to close your Cardflow Account.
Cardflow shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to, governmental action or acts of terrorism, pandemics, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, Internet disturbances, a strike or other labor dispute or labor shortage, stoppage or slowdown, supply chain disruption, embargo or blockade, telecommunication breakdown, riot, civil disorder, war, invasion, hostility (whether war is declared or not) or viruses or malware.
4.1. You should address any complaints about us, or the Services we provide, to support@getcardflow.com. You should clearly indicate that you are wishing to make a complaint to us. Our Complaints Handling Policy is available on the Website. We endeavor to provide you with an answer or resolution to your complaint within the timeframes as outlined in our Complaints Handling Policy. Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.
4.2. If we receive a complaint and it relates to you, your Cardflow Account or your transactions, we will notify you thereof. We reserve the right to terminate your Cardflow Account that receives excessive complaints.
5.1. A party’s “Confidential Information” is defined as any information of the disclosing party, which: (a) if disclosed in a tangible form is marked as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential; (b) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving party from the context of disclosure or from the information itself to be confidential; or (c) is designated as Confidential Information in these Terms. Confidential Information shall include without limitation, information accessed via the Platform, technical specifications and processes of each party, and all Client data. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than solely as required and necessary to perform its obligations under these Terms. Such restrictions shall not apply to Confidential Information that: (a) is known by the recipient prior to the date of disclosure by the disclosing party; (b) becomes publicly known through no act or fault of the recipient; (c) is received by recipient from a third party without a restriction on disclosure or use; or (d) is independently developed by recipient without reference to or knowledge of the Confidential Information.
5.2. Notwithstanding the foregoing, a party may share Confidential Information with an affiliate in the event that the other party requests services from such an affiliate and such affiliate shall be bound by this Section. In the event Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the party subject to such requirement shall promptly notify the disclosing party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protective order covering any disclosed Confidential Information. The parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or termination of these Terms or until such time as such information becomes public information through no fault of the receiving party.
Upon termination of your Cardflow Account or these Terms for any reason, all rights and obligations of the parties that by their nature are continuing will survive such termination, including without limitation, Section 2 (Compliance with Law; Restricted Activities and Prohibited Transactions); Section 3 (Our Services; Third Party Services), subsections 1.3 and 2; Section 4 (Services Provision; Your Transactions), Section 6 (Termination and Suspension); Section 7 (Privacy and Security); Section 8 (Indemnity; Release); Section 9 (Limitation of Liability; Disclaimer of Warranties) and Section 10 (Governing Law; Binding Arbitration).
7.1. Cardflow strives to provide accurate and reliable information and content on the Website, but such information may not always be correct, complete, or up to date. Cardflow will update the information on the Cardflow website as necessary to provide you with the most up to date information, but you should always independently verify such information. The Website may also contain links to third party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by Cardflow of any products or services. The Services may contain third-party software, code, or other intellectual property (“Third Party Materials”) which are provided to You under separate terms and conditions established by the third party licensors. You understand and agree that Cardflow does not warrant or support any Third Party Materials nor does it have any responsibilities or obligations under this Agreement (and You have no rights or remedies under these Terms) with respect to such Third Party Materials. Cardflow has no control over, makes no representations or warranties whatsoever about any of the Third Party Materials that you may access, and is not responsible for the availability of such Third Party Materials. Cardflow shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Website or in any Third Party Content.
7.2. If you grant express permission to a third party to connect to your Cardflow Account, either through the third party’s product or through Cardflow, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. Further, you acknowledge and agree that you will not hold Cardflow responsible for, and will indemnify Cardflow from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.
You may, at your sole discretion, provide your input regarding the Platform or Services, products, services, or technology plans, including without limitation, comments or suggestions regarding the possible creation, modification, correct, improvement or enhancement of the Platform or Services, products and/or services (“Feedback”). If you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify or publicly perform the Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
9.1. These Terms, Cardflow’s policies governing the Services referenced herein (including, without limitation, those set forth in the Rewards Terms); and the E-Sign Consent constitute the entire agreement between you and Cardflow with respect to the use of the Services. These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Cardflow and other Cardflow affiliates which each shall be a third party beneficiary of these Terms, and no other person shall assert any rights as a third-party beneficiary hereunder.
9.2. These Terms are provided to you and communicated in English. We will also communicate with you in English for all matters related to your use of the Services. The meanings of terms, conditions, and representations in these Terms are subject to definitions and interpretations in the English language. Where we have provided you with a translation of the English language version of these Terms or any information related to your Cardflow Account, you acknowledge and agree that such translation is provided for your convenience only and that the English language version of the Terms will govern your use of the Services.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. Cardflow shall not be deemed to have waived any of its rights or remedies under the Terms unless such waiver is in writing and is signed by the party alleged to have waived. The delay or failure of Cardflow to exercise or enforce any right or remedy in connection with these Terms shall not constitute a waiver of such right or remedy or any other rights or remedies. A waiver on any occasion shall not be construed as a bar or waiver of any rights or remedies on any other occasion.
Nothing in this Terms is intended to, or shall be deemed to, establish any joint venture between the parties, nothing is intended to establish either party as an agent of the other. Both you and Cardflow acknowledge and agree that no partnership is formed and neither of you nor Cardflow has the power or the authority to obligate or bind the other.
Any notice or other communication given to a party in connection with the Terms shall be in writing in English. Notices may be sent by a recognized overnight air courier and/or by email. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. Cardflow may send notices to you at the email and physical address that you submit in creating your Cardflow Account.
By accepting these Terms, you agree to receive electronic communications and notifications in accordance with our E-Sign Consent Agreement.
Apple. You, the end-user of the App, acknowledge that these Terms are entered into by and between Cardflow and you and not with Apple, Inc. Notwithstanding the foregoing, you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of these Terms and that Apple, Inc. has the right (and is deemed to have accepted the right) to enforce these Terms. You acknowledge that Apple, Inc. has no obligation whatsoever to furnish any maintenance and support with respect to the App. You acknowledge that you have reviewed the App Store Terms and Conditions (located online at http://www.apple.com/legal/itunes/us/terms.html#APPS). These Terms incorporate by reference the Licensed App End User License Agreement (the “LAEULA”) published by Apple, Inc. (located online at http://www.apple.com/legal/itunes/appstore/dev/stdeula/). For purposes of these Terms, the App is considered the “Licensed Application” as defined in the LAEULA and Cardflow is considered the “Application Provider” as defined in the LAEULA. If any terms of these Terms conflict with the terms of the LAEULA, the terms of these Terms shall control.
Google Play. By downloading the App from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge and agree that to the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other then-current terms which Google designates as default end user license terms for Apps downloaded from Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in these Terms, the Google Play Terms shall apply to the extent of the conflict with respect to your use of the App that you download from Google Play. You hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Cardflow or you (or any other user) under these Terms or the Google Play Terms.
The use of the Platform may require use of a mobile device and wireless mobile data service, which must be obtained from your wireless carrier, and may require Internet access, which must be obtained from your service provider; you are responsible for obtaining and paying for such additional services and obtaining a suitable device, including without limitation all usage charges related thereto. You are required to send and receive, at your cost, electronic communications related to the Platform, including without limitation, administrative messages, service announcements, diagnostic data reports, and Platform updates, from Cardflow, your mobile carrier or third party service providers. If you do not have an unlimited wireless mobile data plan, you may incur additional charges from your wireless service provider in connection with your use of the Platform. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access the Platform, including but not limited to payment of all third party fees associated therewith, including fees for information sent to or through the Platform.
The Platform may not work with all devices or all mobile carriers. Cardflow makes no representations that the Platform will be compatible with or provided by all mobile carriers. In the event that fees are charged for the Platform, or other third party service providers charge a fee for the products or services they provide, you agree to pay such fee to the respective party in exchange for your continued use of such products or services. Some services may be subject to different or additional terms (including fees), which you will be required to agree to prior to your use of such services.
Please feel free to contact us if you have any questions about these Terms, the Cardflow Account, Platform or Services. You may contact us via email at support@getcardflow.com.