Terms of Use & Privacy Policy

These  Toolbox  Terms  of  Service  (“Terms  of  Service”)  represent  a  legal  agreement  between Company and Toolbox and govern your use of the Services with Toolbox.

Toolbox offers various services ("Services") to commercial customers through the Platform. By using the Platform, you consent to these Terms of Service. You also consent to receive all Notices and communications from Toolbox electronically. These Terms of Service include this document and any terms, agreements, and policies referenced herein, including: (a) the applicable Program Terms, (b) the applicable Product Terms, and (b) Toolbox’s Privacy Policy. We may update these Terms of Service and any terms, agreements, or policies incorporated by reference at any time by delivering Notice, and your continued use of the Platform will constitute acceptance of the updated terms.

You agree that Toolbox is not a bank and any banking and credit services offered on the Platform are offered through our Partners.  

As described in and subject to these Terms of Service, you understand that you may authorize Company individuals as authorized Users.

Capitalized terms used in these Terms of Service have the meaning provided in Section 3.
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Table of Contents
1.  Toolbox Platform
2.  General Terms
3.  Defined Terms
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The Services allow you to perform various financial operations; manage expenses and reporting; access, use, and connect Third-Party Services through your Toolbox Account; and access other functionality through your Toolbox Account. Toolbox may change or provide new Services but will not materially diminish or remove Services without Notice except where necessitated by an Issuer or Third-Party Service Providers or required by law.
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Only  companies  organized  and  registered  in  the  United  States  (such  as  C-corps,  S-corps,  Sole Proprietorships, LLCs, or LLPs) may apply for a Toolbox Account and use the Services. Individual consumers,  unincorporated  partnerships,  and  companies  organized  and  registered  outside  the United States are not permitted to use or attempt to open or use a Toolbox Account or the Services.
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Company Representations and Warranties

By  submitting  an  application  for  a  Toolbox  Account,  the  Company  and  the  natural  person submitting the application represents and warrants in an individual capacity and as an authorized representative of Company that:
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•  Company is a business entity that is organized, registered, and located in the United States
•  Company has a valid U.S. Employer Identification Number (EIN)
•  Company is validly existing and in good standing in its jurisdiction of organization
•  Company is not engaged in any Prohibited Activities
•  The Company and the natural person who applies for a Toolbox Account on Company’s behalf  is  authorized  to  provide  information  about  Company,  submit  the  application  on behalf of  Company, enter into  binding agreements on  behalf of  Company,  and manage Company’s Toolbox Account
•  The Company and the natural person who applies for a Toolbox Account has all necessary rights to provide Company Data and Personal Data to Toolbox and expressly authorizes Toolbox  to  use  such  Company  Data  and  Personal  Data  to  provide  the  Services  and  as otherwise set forth in Toolbox’s Privacy Policy, which is available here
•  The Company and the natural person who applies for a Toolbox Account on Company’s behalf is not and is not affiliated with a Prohibited Person
•  All information the Company and the natural person provides to us is and will be current, accurate, and complete
•  Company will use its Toolbox Account exclusively for business purposes and not for any personal, family, or household use
•  You  have  reviewed  these  Terms  of  Service  and  the  terms,  agreements,  or  policies incorporated by reference

‍Required Information
You must provide Company Data to apply for and maintain a Toolbox Account and any Services. Company Data may include registered business name, business address, ownership details, contact information  including  email  and  phone  number,  tax  identification  number,  the  nature  of  the business, financial information, details for your Linked Accounts, and other business information that we may require or request from time to time.

You must also provide certain Personal Data including the names, contact information, personal addresses, social security numbers, and dates of birth of Administrators, Users, Beneficial Owners, and Control Persons. We may also require that you provide certain documentary information used to verify Company Data and Personal Data including corporate registration certificate, proof of address, or personal identification.

You must connect at least one Linked Account. You authorize us to verify that the account details you provided  for your  Linked Account  are correct  and the Linked  Account belongs to you by making a microdeposit to and corresponding debit from the Linked Account via ACH or by other similar means.

To  help  the  government  fight  the  funding  of  terrorism  and  money  laundering  activities,  U.S. federal  law  requires  that  financial  institutions  obtain,  verify,  and  record  Company  Data  and Personal Data identifying companies and their Beneficial Owners and Control Persons. You agree to provide the required information to open and maintain your Toolbox Account and agree to keep such information current. This information may be shared with Program Partners and Third-Party Service  Providers  for  these  purposes.  You  may  be  required  to  verify  information  previously provided  or  provide  additional  information  in  the  course  of  applying  for  or  receiving  certain Services.

You  acknowledge  that  you  have  provided  or  will  provide  any  necessary  notices  to  and  have obtained or will obtain appropriate consent and authorization of any person whose Personal Data you provide before sharing such data with Toolbox.‍

‍Verification and validation of information

Toolbox  and  its  Program  Partners  rely  on  the  accuracy  of  the  information  you  provide  when opening and maintaining your Toolbox Account. You acknowledge and agree that we may use and provide Company Data and Personal Data to Program Partners and Third-Party Service Providers to validate the information you have provided and determine your eligibility for the Services, as described in the Privacy Policy.

We may approve or deny your application or grant you provisional access to the Services or your Toolbox  Account  while  your  application  is  pending  additional  review.  We  may  deny  your application, interrupt provision of the Services to you, or suspend or close your Toolbox Account where the information you provided is incomplete, inaccurate, or out of date.
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‍Supplemental agreements

In certain circumstances, including where we deem Company to present a high risk to Toolbox or where we are required by a Program Partner or by any applicable laws, rules or regulations, we may require supplemental agreements between Toolbox and Company or parties affiliated with Company. The availability of specific Services to Company may be subject to these supplemental agreements. We may add or change the applicability of these requirements and the supplemental agreements  at  any  time  in  our  sole  discretion.  Company  or  parties  affiliated  with  Company (including  affiliates  or  Control  Persons)  may  be  required  to  enter  into  such  supplemental agreements in order to access or continue use of the Services. We may require Company to enter into a security agreement or provide a security interest in Company assets for certain Programs. Required supplemental agreements are provided separately from these Terms of Service.
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Your Toolbox Account and the Services may not be (a) used for any purpose that is unlawful or prohibited by these Terms of Service, (b) used for any personal, family, or household use, (c) used for any transaction involving any Prohibited Activities, (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United  States,  including  those  identified  on  any  lists  maintained  by  the  U.S.  Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) used by third parties unaffiliated with Company, or (f) used for any purpose not related to the business of Company.

We will not approve and may terminate, in our sole discretion, Toolbox Accounts that we know or  believe  are  engaged  in  any  Prohibited  Activities  or  otherwise  do  not  comply  with  these restrictions. Toolbox  may limit Company’s  use of certain  Services or require  that you provide additional information to open or maintain your Toolbox Account where Company is engaged in Restricted Activities.

We may update the lists of Prohibited  Activities  or Restricted Activities at any time, and  your continued use of the Services constitutes your acknowledgement of, and agreement to, abide by those updated lists. You agree to review these lists regularly and contact us with any questions you have about how these lists may apply to Company’s business. You agree to pay all Fines assessed against Toolbox for your violation of the restrictions and requirements of this section or any use of the Services in connection with any Prohibited Activities or Restricted Activities.
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You must specify at least one Administrator or Owner to manage your Toolbox Account when submitting your application. Administrators and Owners must have, and Company represents that any individual designated as an Administrator has, the requisite organizational power and authority to conduct  business and  manage Company’s  Toolbox Account.  In the  event  that an  individual designated as an Administrator or Owner no longer has such requisite organizational power and authority, Company must notify us promptly and designate another Administrator or Owner for the  Toolbox  Account.  Administrators  and  Owners  shall  not  authorize  the  use  of  Company’s Toolbox Account or the Services by any Prohibited Person.

Administrators or  Owners can add,  remove, or manage  additional Administrators,  Owners  and authorized Users; request and manage Cards; set or change spending limits; view transactions; run reports and download statements; provide or update Company Data; connect Linked Accounts, Third-Party Services, and other accounts to your Toolbox Account; and perform other tasks on Company’s behalf.

Administrators and Owners shall monitor Company’s Toolbox Account activity and statements as required by applicable Program Terms. Certain Services include additional permission levels and authorizations. If you use these Services, Administrators or Owners on your Toolbox Account will be able to authorize and assign Users these permission levels and authorizations.

‍Bookkeepers
You may authorize individuals to have read-only "bookkeeper access" to certain information about Company’s use of the Services on Company’s Toolbox Account. These individuals may view and run reports and download statements.
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‍Users
Users may use Company’s Toolbox Account, transact, and use the Services only for valid, lawful, bona fide business purposes on Company’s behalf. Users may not use the Services for personal, family, or household purposes. Users must accept and comply with the Program Terms.
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Company  is  responsible  and  liable  for  any  actions  or  failure  to  act  on  the  part  of  Owners, Administrators, Users, and those using Credentials issued to Users to access Company’s Toolbox Account as if they were actions or failures to act on the part of Company.

Company is responsible for:
•  Ensuring that Users are aware of and agree to abide by the terms of these Terms of Service, the applicable Program Terms and all applicable law and Card Network rules in connection with their use of the Services
•  Obtaining appropriate consent and authorization to provide Users’ personal information, and ensuring that Users are aware of and have reviewed the Privacy Policy and understand how we process their personal information
•  Ensuring that Users are aware of, accept, and comply with the Program Terms
•  Ensuring that Users use the Services only for valid, lawful business purposes and not for any personal, family, or household use

Company is liable for any breach or violation by its Users of these Terms of Service or any of the agreements, terms, and policies incorporated by reference.

Company is responsible for ensuring that Administrators, Owners, Users, and any other persons affiliated  with  Company  communicate  respectfully  and  will  refrain  from  using  any  form  of disrespectful, harassing, abusive, or hate speech with Toolbox team members. If Toolbox receives reports  of  any  such  behavior  by  representatives  of  your  Company  towards  our  team,  we  may contact your Administrator, suspend access to Company’s Toolbox Account and the Services, or close your Toolbox Account.
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Safeguards and Credentials
You will keep your Toolbox Account secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of User Credentials. You will closely and regularly monitor the activities of Users who access the Services, and you will use all reasonable means to protect Cards,  checks,  mobile  devices,  web  browsers,  and  anything  else  used  to  access  or  utilize  the Services.

You will ensure that each User has their own unique set of Credentials, keeps those Credentials secure, does not share those Credentials with any other person or third party, and does not reuse Credentials for other services.
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You will not allow any unauthorized person to use the Services. You will immediately disable User access to the Services or limit permissions where you know or suspect your Toolbox Account has been compromised or may be misused or where you know or believe a User’s Credentials are compromised or lost; and you will promptly notify us of any unauthorized access or use of your Toolbox Account or the Services.

‍Security Procedures
You are responsible for assessing the security requirements of your business and selecting and implementing  Security  Procedures  appropriate  to  mitigate  your  exposure  to  potential  security incidents.  This  responsibility  includes  selecting  appropriate  administrative,  procedural,  and technical controls that are appropriate to protect Company’s financial accounts.

Toolbox may provide or suggest that you implement certain Security Procedures in connection with your use of the Services. You  understand that your responsibility for the security  of  your business is not diminished by any Security Procedures that we provide or suggest. You agree to review all of the Security Procedures we suggest and choose those that are appropriate to protect Company against unauthorized transactions. If you believe that the Security Procedures we suggest are  insufficient  for  Company  then  it  is  your  sole  responsibility  to  independently  implement additional controls that meet Company’s needs.

We  may  update  the  Security  Procedures  at  any  time,  and  your  continued  use  of  the  Services constitutes your agreement to the updated Security Procedures. You agree to review the Security Procedures regularly and contact us with any questions about the Security Procedures.

By using the Services, you represent that you have reviewed the Security Procedures and that those you have chosen are commercially reasonable for you to protect against unauthorized transactions. You assume all liability arising from disabling, opting out of, or failing to properly use Security Procedures made available to you or implemented at your discretion.
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We  cannot  and  do  not  guarantee  that  you  will  not  become  a  victim  of  fraud.  You  are  solely responsible  for  all  transactions  initiated  through  the  Services  using  Credentials  and  for  all transactions  initiated  in  your  name  that  are  authenticated  using  the  Security  Procedures  you choose.

You will be bound by any transaction (including any transfer, instruction, or payment order we receive related to the Services), even if it is not authorized, if the transaction is initiated under your Credentials or processed in accordance with your instructions.

We may help you resolve unauthorized transactions, but you acknowledge and understand that you are responsible for any financial loss caused by Administrators, Owners, Users, or other persons given  access  to  the  Services  or  your  Toolbox  Account,  and  any  financial  for  loss  due  to compromised Credentials or due to any unauthorized use or modification of your Toolbox Account or the Services. Toolbox is not liable or responsible to you, and you waive any right to bring a claim against us, for any such losses.
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Any  payment  or  transaction  sent  or  received  by  you  or  your  Users  may  (i)  be  reversed  in accordance with the Program Partner’s or Toolbox’s risk management policies or with applicable law, (ii) fail due to Company or end User error; or (iii) be cancelled or rejected by an end User or such User’s financial institution (each, a “Reversal”).  Except for any Reversal made in error by Toolbox,  you  are  liable  to  and  agree  to  indemnify  Toolbox  for  any  and  all  losses  caused  by Reversals and any other transaction, whether or not authorized by you or the User.

We may suspend access to your Toolbox Account or the Services at any time and for any reason, in our sole and absolute discretion, with or without prior Notice. Some of the reasons we may suspend access to your Toolbox Account include: if we believe your Toolbox Account has been compromised; if we believe that not doing so may pose a risk to you, Toolbox, or any third parties; if Company Data or Personal Data is incomplete, inaccurate, or out of date; if we believe you have violated these Terms of Service or the law; or if we are required to do so by a Program Partner or by law.

Company’s Toolbox Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and  consumer-specific  rules  (including  NACHA  rules  specific  to  consumers)  do  not  apply  to transactions on your Toolbox Account or your use of the Services.
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Fees
We may assess, and you agree to pay to us, Fees for some Programs or Services, including periodic fees, usage fees, service fees, and fees applicable to certain transactions. We may also assess Fees for late or failed payments, or misuse of your Toolbox Account or the Services. We will disclose Fees to you when opening your Toolbox Account, when you start using a new Service, or through our website. We may update, add, or change Fees upon 30 days’ Notice to you.

Any accrued or incurred Fees will be reflected on your statements for the applicable Program and included in the amounts you owe Toolbox under such Program.

You acknowledge and agree that your use of the Services may result in other fees, charged by a third party, which are separate from and in addition to fees charged by Toolbox. Toolbox is not responsible for fees charged by third parties. In order to manage risk, we may limit the payment methods available when you make a payment. Fees and limits may change from time to time in our sole discretion.

‍Disclosures about the Services
‍Some Programs or Services provided by Toolbox may require use of other Programs or Services. We do this because some of our Services serve as a way to access other Services. We will disclose any  such  required  additional  Programs  or  Services  to  you  before  you  use  such  Programs  or Services.
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We may add Programs or Services or modify existing Programs or Services at any time. Some of these Services will be subject to Additional Terms. You acknowledge and understand that in order to use certain Services, you must agree to the Additional Terms that we will provide separately from these Terms of Service, and which will be incorporated by reference and form a part of these Terms of Service.

We do not guarantee that each of the Services will always be offered to you, that they will be available to you, or that you will qualify or be able to utilize any particular Service. Services will change from time to time, and certain Services may be discontinued or others may be added.

Providing information
You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Toolbox Account at all times whether we provide you with full or provisional access.

At any time during the term of these Terms of Service and your use of the Services, we may require additional information from you, including Company Data (such as copies of government-issued identification, business licenses, or other information related to your business) and Personal Data (such  as  copies  of  government-issued  personal  identification  and  proof  of  address)  to  verify Beneficial Owners or Control Persons, validate information you provided, verify the identity of Administrators or Users, and assess Company’s financial condition and business risks.

‍Notification of corporate and business changes
‍Company represents and warrants that it is and will remain duly organized and in good standing under the laws of its jurisdiction of organization throughout the term of these Terms of Service. You will promptly notify us in writing if any of the following occur:
•  The nature of your business changes significantly
•  There is any change of Beneficial Owners or Control Persons
•  There is any material change in the control or ownership of your business (whether direct or indirect) or you transfer or sell 25% or more of your total assets
•  There  is  any  planned  or  anticipated  liquidation,  or  voluntary  bankruptcy  or  insolvency proceeding
•  You  are  the  subject  of  an  inquiry,  proceeding,  investigation,  or  enforcement  action promulgated by any regulatory authority
•  You are party to a litigation in which claims are asserted that would, if sustained in a legal proceeding  or  alternative  dispute  resolution  forum,  result  in  a  material  impact  to Company’s financial condition
•  You receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25% or more of your total assets
•  You begin engaging in any of the Prohibited Activities or Restricted Activities
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We may publicly reference you as a Toolbox customer on our website or in communications during the term of these Terms of Service. We will not express any false endorsement or partnerships. You grant Toolbox a limited license to use Company trademarks or service marks for this purpose. Please notify us in writing if you prefer that we not identify you as a Toolbox customer and we will remove references to you on our website or in communications.
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Toolbox will from time to time add various rewards from our partners to the platform. We may determine when, how, and under what conditions you may qualify for, accrue, redeem and retain rewards,  and  Toolbox  may  modify  these  conditions  in  the future.  Available  Rewards  will  be communicated to you upon application for a Toolbox Account. Rewards may be subject to caps, revocation, or forfeiture. Additional information on rewards is available in the Toolbox Rewards Terms.
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Toolbox and licensors own all rights, title and interest in and to the Toolbox Property. Company, Administrators, and Users may use Toolbox Property only as and for the purposes provided in these Terms of Service and the Program Terms. You agree not to remove, alter or obscure any copyright,  trademark,  service  mark  or  other  proprietary  rights  notices  incorporated  in  or accompanying any  Toolbox Property. You may not modify, reverse engineer, create derivative works from, or disassemble Toolbox Property or register, attempt to register, or claim ownership in Toolbox Property or portions of Toolbox Property.

Toolbox  grants  you  a  nonexclusive  and  nontransferable  license  to  use  Toolbox  Property  as provided through the Services and as permitted by these Terms of Service. This license terminates upon termination of these Terms of Service unless terminated earlier by us.

We will not share any Company Data with third parties for marketing unaffiliated products without your consent, but may use Company Data to identify Services, Third-Party Services, and programs that we  believe may  be of  interest to  you, including as part  of a  rewards or  benefits  program. Toolbox  may  include  De-Identified  Data  in  both  public  and  private  reports where  such  De-Identified Data cannot be reasonably used to identify Company or Users.

You grant Toolbox a fully paid, royalty-free, worldwide, nonexclusive, irrevocable license to use, modify,  distribute,  copy, publicly  perform,  publicly  display  and  create  derivative  works  from Company Data (in whole or in part) for the purposes identified in these Terms of Service.
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The Card  Networks,  Toolbox, and Issuers  may collect  Company  Data through your  use  of the Cards, the Services, and Third-Party Services or as otherwise set forth in the Privacy Policy. We may  use  Company  Data  (a)  to  provide  Services  to  Company  and  Users;  (b)  for  underwriting, identity verification, internal reporting and analysis, and fraud prevention; (c) as needed in dispute resolution; and (d) for development of products and services, including data products; and (e) as otherwise set forth in the Privacy Policy.

We provide Company Data to Issuers, Card Networks, and other third parties: (a) to provide the Services  to  you,  or  as  required  by  law  or  Card  Network  rules;  (b)  for  internal  analytics  and reporting; (c) to obtain additional information about a Company; (d) report Company performance to credit reporting agencies and credit rating agencies, where appropriate; or (e) as otherwise set forth in the Privacy Policy. We will not share any Company Data with third parties for marketing unaffiliated products without your consent but may use Company Data to identify Services, Third-Party Services, programs that we believe may be of interest to you, including as part of a rewards or benefits program. Where Company Data is shared with third parties, Toolbox will implement controls or measures designed to reduce the risk of loss or accidental disclosure.
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We sometimes release Beta Services in order to test new products, features, and programs, and we may  make  these  Beta  Services  available  to  you  to  get  your  Feedback.  We  may  change  or discontinue Beta Services at any time. Beta Services are confidential until we publicly announce the products, features, or programs, and if you use Beta Services, you agree to keep information about the Beta Services confidential. Any Beta Services are provided to you AS IS and without warranty.  We  may  use  any  Feedback  about  the  Services  or  Beta  Services  freely  and  without restriction. Except  where specifically  notified by  us, we  will not compensate  or credit  you for Feedback you provide to us.

You agree that submission of any Feedback to Toolbox through its suggestion, feedback, wiki, forum, or similar pages is at your own risk and that Toolbox has no obligations (including without limitation  obligations  of  confidentiality)  with  respect  to  such  Feedback.   You  represent  and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Toolbox a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Toolbox’s business.
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Information  provided  on  our  website  and  in other  communications  from  us  is  for  information purposes only. We believe it to be reliable, but it may not always be entirely accurate, complete or current. We  may change  or update  information from  time to  time without  Notice. You  should verify all information on our website and in other communications from us before relying on it. You are solely responsible for all of your decisions based on information provided on our website and in other communications from us, and we have no liability for such decisions.

Information we provide on our website and in other communications to you may contain third-party content or links to third-party sites and applications. We do not control any such third-party content, sites, or applications, and we are not responsible or liable for the availability, accuracy, completeness, or  reliability of  third-party content  or for  damages, losses,  failures, or  problems caused by, related to, or arising from such third-party content or the products or practices of third parties.
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Collection, use, and handling of Personal Data is described in our Privacy Policy. Please review our Privacy Policy and contact us if you have any questions.
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We may modify these Terms of Service or provide other agreements governing use of the Services or any portion of them by providing you Notice. IF YOU DO NOT AGREE TO THE UPDATED AGREEMENT, YOU MUST STOP USING THE PLATFORM AND ALL SERVICES UPON THE  EFFECTIVE  DATE  OF  THE  UPDATED  AGREEMENT.  Otherwise,  you  or  any Administrator’s or User’s continued use of the Services or Cards constitutes your consent to the revised Terms of Service.

Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under these Terms of Service for any other or future acts, events, or conditions. Further, any delay by Toolbox in enforcing our rights under these Terms of Service does not constitute forfeiture of such rights.

YOU UNDERSTAND THAT, TO THE FULLEST EXTENT PROVIDED BYLAW, IN NO EVENT WILL TOOLBOX BE LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL,  EXEMPLARY,  OR  PUNITIVE  DAMAGES,  LOST  PROFITS,  OR  LOST REVENUE ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE  PLATFORM,  SERVICES  OR  CARDS,  LOST  PROFITS  OR  REPUTATIONAL HARM, PHYSICAL INJURY OR PROPERTY DAMAGE, OR ANY OTHER LOSSES OR HARM  ARISING  FROM  OR  RELATED  TO  THESE  TERMS  OF  SERVICE  OR  ANY TERMS,  AGREEMENTS,  OR  POLICIES  INCORPORATED  BY  REFERENCE, WHETHER  OR  NOT  WE  WERE  ADVISED  OF  THEIR  POSSIBILITY  BY  YOU  OR THIRD  PARTIES.   THE  FOREGOING  LIMITATION  OF  LIABILITY  SHALL  NOT APPLY  TO  LIABILITY  OF  TOOLBOX  FOR  (I)  DEATH  OR  PERSONAL  INJURY CAUSED  BY  TOOLBOX’S  NEGLIGENCE;  OR  FOR  (II)  ANY  INJURY  CAUSED  BY TOOLBOX’S FRAUD OR FRAUDULENT MISREPRESENTATION.

TO THE FULLEST EXTENT PROVIDED BY LAW, OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS OF SERVICE AND ANY TERMS, AGREEMENTS, OR POLICIES INCORPORATED  BY  REFERENCE,  IS  LIMITED  TO  THE  GREATER  OF  THE  TOTAL AMOUNT  OF  FEES  ACTUALLY  PAID  BY  YOU  TO  TOOLBOX  IN  THE  THREE  (3) MONTHS PRECEDING  THE EVENT THAT  IS THE BASIS  OF YOUR CLAIM  OR FIVE-THOUSAND  U.S. DOLLARS  ($5,000).  THESE LIMITATIONS  APPLY  REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF TOOLBOX FOR (I) DEATH OR PERSONAL  INJURY  CAUSED  BY  TOOLBOX’S  NEGLIGENCE;  OR  FOR  (II)  ANY INJURY  CAUSED  BY  TOOLBOX’S  FRAUD  OR  FRAUDULENT MISREPRESENTATION.

THE  LIMITATIONS  OF  DAMAGES  SET  FORTH  ABOVE  ARE  FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TOOLBOX.
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THE  PLATFORM,  SERVICES,  TOOLBOX  PROPERTY,  AND  BETA  SERVICES  ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. TOOLBOX DISCLAIMS ALL EXPRESS, IMPLIED,  OR  STATUTORY  WARRANTIES  OF  TITLE,  MERCHANTABILITY,  OR FITNESS  FOR  A  PARTICULAR  PURPOSE,  AND  ALL  WARRANTIES  OF  NON-INFRINGEMENT OF THE PLATFORM, SERVICES, TOOLBOX  PROPERTY,  AND BETA SERVICES.  NOTHING  IN  THESE  TERMS  OF  SERVICE  WILL  BE  INTERPRETED  TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

THIRD-PARTY  SERVICES  ARE  NOT  PROVIDED  OR  CONTROLLED  BY  TOOLBOX. TOOLBOX  DOES  NOT  PROVIDE  SUPPORT  FOR  AND  DISCLAIMS  ALL  LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

TOOLBOX  DISCLAIMS ALL  WARRANTIES AND  DOES  NOT  GUARANTEE  THAT (A) SERVICES  AND  DATA  PROVIDED  UNDER  THESE  TERMS  OF  SERVICE  ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR  REQUIREMENTS;  (C)  THE  SERVICES  WILL  BE  USABLE  BY  COMPANY, ADMINISTRATORS,  OR  USERS  AT  ANY  PARTICULAR  TIME  OR  LOCATION;  (D) SPECIFIC  MERCHANTS  WILL  PERMIT  PURCHASES  USING  CARDS  ISSUED  BY  AN ISSUER;  (E)  SERVICES  WILL  BE  UNINTERRUPTED,  SECURE,  OR  FREE  FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

THE BETA SERVICES ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT  ANY  WARRANTY  OF  ANY  KIND,  AND  MAY  BE  MODIFIED  OR DISCONTINUED  AT  TOOLBOX’S  SOLE  DISCRETION.   THE  PROVISIONS  OF  THIS SECTION APPLY WITH FULL FORCE TO SUCH BETA SERVICES.

TOOLBOX  IS  NOT  LIABLE  FOR  AND  DISCLAIMS  LIABILITY  FOR  ANY  DAMAGES, HARM  OR  LOSSES  TO  YOU  ARISING  FROM  UNAUTHORIZED  ACCESS  OR  USE  OF YOUR TOOLBOX ACCOUNT OR THE SERVICES OR YOUR FAILURE TO IMPLEMENT APPROPRIATE SECURITY PROCEDURES.
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You agree to indemnify, defend, and hold harmless Toolbox, Program Partners, and Third-Party Service  Providers  (including  our  respective  affiliates,  directors,  employees,  agents,  and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to: proceedings, suits, or actions brought by or initiated against Toolbox by any third party due to your breach or alleged breach of these Terms of Service, any terms, agreements, or policies incorporated by reference, or any other agreements with Toolbox; acts or omissions of Administrators, Users, or other Company employees or agents; Company’s  actual  or  alleged  infringement  of  a  third  party’s  intellectual  property  rights; Company’s  use  of  Third-Party  Services;  or  disputes  over  Charges  between  Company  and merchants.
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These Terms of Service will be construed, applied, and. governed by the laws of the State of New York exclusive  of its  conflict or choice  of law  rules except to  the extent that  U.S. federal  law controls. Subject to the good faith binding arbitration requirement provisions contained in Section 2.5, all litigation will be brought in the state or federal courts located in New York, NY.
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You  and  Toolbox  agree  to  resolve all  Disputes  arising  under or  in  connection  with  these Terms of Service as provided in this section. Make sure that you have read and understand the below. Any arbitration or other legal proceeding under these Terms of Service will only be on an individual basis. Neither party may join with other parties to form a Consolidated Action. Each party waives its rights to file a lawsuit in court, to have its case decided by a jury, and to participate in a Consolidated Action against the other party.

If you do not want to arbitrate all claims as provided in these Terms of Service, then you have the right  to  reject  such  arbitration  provisions  by  delivering a  written  notice  to  us  at  169  Madison Avenue #2032, New York, NY 10016, Attention: Admin within thirty (30) days of the date you have entered into these Terms of Service. Your rejection of any arbitration provisions does not affect any independent arbitration agreements with third parties, and you remain subject to any arbitration, class action or jury trial waiver or dispute resolution processes set out in those separate agreements.

Company and  Toolbox  agree to first  attempt to  resolve Disputes  in good  faith and  in a  timely manner. Where no resolution can be found, Disputes will be resolved by arbitration in New York, NY before a single arbitrator, as provided in this section, except that Disputes principally arising from  protection  of  intellectual  property  rights  or  breach  of  confidential  information  will  be resolved through litigation in accordance with Section 2.4.

The parties acknowledge that transactions under these Terms of Service may involve matters of interstate commerce and, notwithstanding the provisions in this paragraph referencing applicable substantive  law,  the  Federal  Arbitration  Act  (9  U.S.C.  §§  1-16)  will  govern  any  arbitration conducted pursuant to the terms of these Terms of Service. Either party may commence arbitration by providing a written demand for arbitration and the other party  detailing the  subject of  the Dispute  and the  relief requested.  

Each party will continue to perform its obligations under these Terms of Service unless that obligation or the amount (to the extent in Dispute) is itself the subject of the Dispute. Nothing in these Terms of Service affects the right  of  a  party  to  seek  urgent  injunctive  or  declaratory  relief  from  a  court  of  appropriate jurisdiction in respect of a Dispute or any matter arising under these Terms of Service.

The prevailing party is entitled to recover its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

Proceedings  and  information  related  to  them  will  be  maintained  as  confidential,  including  the nature and details of the  Dispute, evidence produced, testimony given,  and the outcome of the Dispute, unless such information was already in the public domain or was independently obtained. Company  and  Toolbox,  and  all  witnesses,  advisors,  and  arbitrators  will  only  share  such information  as  necessary  to  prepare  for  or  conduct  arbitration  or  other  legal  proceeding,  or enforcement of the outcome, unless additional disclosure is required by law.
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We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we  will provide you  reasonable Notice that  we have received  such an order.
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Headings in these Terms of Service are for reference only. Except where otherwise specified, all references to sections or provisions refer to these Terms of Service or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either… or… or any combination of the proceeding items; words in the singular include the plural and words in the plural include the singular; and provisions listing items and using and require all listed items.

If  any  provision  of  these  Terms  of  Service  are  found  by  a  court  of  competent  jurisdiction  or arbitrator  to  be  unenforceable  or  invalid,  that  provision  will  be  limited  or  eliminated  to  the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect.
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These Terms of Service are effective when you start an application for a Toolbox Account and continues until terminated by either you or us, in accordance with the Program Terms or as set forth in these Terms of Service.

You may terminate these Terms of Service by (a) ceasing to use the Platform, the Services, and all Cards; (b) paying all amounts owed, and (c) providing notice to us. We may decline to close your Toolbox Account if you have a negative balance in respect of any Service, if any funds that we are holding on your  behalf are  subject  to a  hold, lien  or  other restriction,  or if  we  believe that  the Toolbox Account is being closed to evade any legal or regulatory requirement or investigation.

Toolbox may terminate these Terms of Service and terminate access to your Toolbox Account or the Services at any time and for any reason by providing you Notice. If we believe you violated these Terms of Service or the applicable Program Terms, or if required by one of our Program Partners or by law, we may terminate access to your Toolbox Account without prior Notice.

You are responsible for all Charges, Fees, Fines, and other losses caused by your action or inaction prior  to  termination,  and  for  any  costs  we  may  incur  in  the  process  of  closing  your  Toolbox Account upon termination by you or us.

In the event that these Terms of Service are terminated, except as expressly provided herein, the applicable  Program  Terms  will  immediately  terminate  (other  than  sections  that  survive termination).

If you reapply or reopen your Toolbox Account or use or attempt to use any of the Services, you are consenting to the Terms of Service in effect at that time. Termination of any Service includes removal of access to such Service and barring of further use of the Service.

Termination of all Services also includes deletion of your Credentials and all related information, files and Company Data associated with or inside your Toolbox Account (or any part thereof).  Upon  termination  of  any  Service,  your  right  to  use  such  Service  will  automatically terminate immediately. You understand that any termination of Services may involve deletion of Company Data associated therewith from our live databases. Toolbox will not have any liability whatsoever to you for any suspension or termination, including for deletion of Company Data.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services,  including  without  limitation,  ownership  provisions,  warranty  disclaimers, indemnification, and limitation of liability.
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You agree that submitting your application for a Toolbox Account and indicating consent to these Terms of Service constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature. You consent to us providing Notices and account statements to you electronically, and understand that this consent has the same legal effect as would a physical signature.
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We  will  provide  Notices  regarding  certain  activity  and  alerts  to  your  Toolbox  Account electronically through your Toolbox Account, email, push notification, or via text or SMS to the contact information provided to us by Administrators and Users.

Notices  regarding  payments,  legal  terms,  and  any  other  important  Notices  related  to  your Company’s Toolbox Account will be sent to certain Administrators through your Toolbox Account or email and are considered received twenty-four (24) hours after they are sent. You understand that you may not use the Services unless you consent to receive Notices electronically. You may only withdraw consent to receive Notices electronically by closing your Toolbox Account.

We may send Notices to Users’ mobile phones through push notifications, text or SMS messages to  the  mobile  phone  numbers  provided  to  us  by  Administrators  or  Users.  These  Notices  may include alerts about Services or transactions, and may allow Administrators and Users to respond with information about transactions or Company’s Toolbox Account. You authorize Users to take any available actions, subject to limitations based on permissions and authorization. Users may elect to not receive certain Notices via text or SMS, but this will limit the use of certain Services and  may  increase  the  financial  risks  to  Company  including  losses  caused  by  lost  or  stolen Credentials.

We  may  send  text  or  SMS  messages  to  Users  in  connection  with  use  of  Credentials  (such  as through multi-factor authorization), to allow us to verify their identity, to provide other information about  your  Toolbox  Account  or  in  connection  with  Programs,  and  for  other  purposes  that  we identify and that are available through your Toolbox Account.

Administrators and Users are required to maintain updated web browsers, computers, and mobile device operating systems to receive Notices correctly. Administrators and Users are responsible for  all  costs  imposed  by  their  respective  Internet  or  mobile  service  providers  for  sending  or receiving Notices electronically.

Contact us immediately if you are or believe you are having problems receiving Notices.
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You may not transfer or assign (by operation of law or otherwise) these Terms of Service or any of your rights or obligations hereunder, or operation of your Toolbox Account, without Toolbox’s prior express written consent. If you wish to make such a transfer or assignment, or the ownership of Company is changing, you must give us prior written notice. If we consent to such a transfer or assignment,  the  assignee  or  successor  must  assume  all  of  Company’s  rights,  obligations,  and liabilities under these Terms of Service and your relationship with Toolbox, and will be bound by all the terms of these Terms of Service. Toolbox may assign, pledge, or otherwise transfer these Terms of Service or any of its rights and powers under these Terms of Service without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in these Terms of Service instead of Toolbox.
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Toolbox shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including,  but not limited  to, acts  of  God, pandemics,  war, terrorism,  riots, embargoes,  acts  of  civil  or  military  authorities,  fire,  floods,  accidents,  strikes  or  shortages  of transportation facilities, fuel, energy, labor or materials.
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These Terms of Service, including any terms, agreements or policies incorporated by reference, constitutes the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. No other  agreements,  representations,  or  warranties  other  than  those  provided  in  these  Terms  of Service  and  the  applicable  Program  Terms  will  be  binding  unless  in  writing  and  signed  by Company and Toolbox.

Capitalized terms in these Terms of Service are defined as follows:
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ACH means Automated Clearinghouse.
Additional Terms means additional terms or policies to which we may require you to agree in the event that we release new products, features, integrations, promotions, or rewards, or otherwise to enhance and improve the scope and quality of the Services.
Administrator means  an  authorized  User  that  is  authorized  by  you  to  manage  your  Toolbox Account and act on behalf of the Company.
Beneficial Owner means  any individual who,  directly or indirectly,  owns 25% or  more of  the equity interests of Company.
Beta Services means  beta or  pre-release products  or services,  which may  contain features  and functionality that are incomplete or subject to substantial change or discontinuation.
Cards means physical or virtual payment cards issued by an Issuer and managed through your Toolbox Account.
Card Networks means the payment card networks including Visa or Mastercard.
Card Terms means any agreement or agreements between the Company and one or more third party or parties, including any Issuer or Program Partner, relating to the use or management of Cards through the Platform.
Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network. Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.
Company or  you means the company that is using the Platform, applying for or has opened a Toolbox Account for the purpose of using the Services and managing Cards, and is executing these Terms of Service.
Company Data means information or documentation provided by the Company to Toolbox, and which includes Financial Data and any Personal Data provided by Company, Administrators, and Users.
Consolidated Action means  class  arbitrations,  class  actions,  or  other  action  brought  between multiple parties based on the same or similar legal claims, or the same or similar facts.
Control Person means a single individual with significant responsibility to control, manage, or direct Company.
Credentials means  usernames,  passwords,  and  other  identifiers  or  credentials  used  to  assist Toolbox in identifying and authenticating you with regard to your use of the Services.
De-Identified  Data means  data  derived  from  Company  Data  that  has  been  anonymized  or aggregated  with  other  data  and  that  can  no  longer  be  used  to  identify  a  specific  company  or individual.
Dispute means  any  dispute,  claim,  or  controversy  arising  from  or  relating  to  these  Terms  of Service, including any incorporated terms.
Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.
Fees means charges we impose on you for use of Services or your Toolbox Account.
Financial Data means Company’s bank balance, transaction, and account information accessible to Toolbox through Linked Accounts or Third-Party Services.
Fines means all fines, fees, penalties, or other charges imposed by an Issuer or regulatory authority arising from your breaching of these Terms of Service, Card Terms, or other agreements you have with Toolbox or an Issuer.
Issuer means the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.
Linked Account means  any  account  that  is  held  with  a  financial  institution  or  that  provides financial data and is linked to or authorized for use through your Toolbox Account.
NACHA means National Automated Clearinghouse Association.
Notice means any physical or electronic communication or legal notices related to these Terms of Service  that  are  provided  to  you,  Users,  or  Administrators  through  text  or  SMS,  email,  your Toolbox Account, or by other means.
Owner means the authorized signer that is authorized by you to manage your Toolbox Account and act on behalf of the Company, including consenting to these Terms of Service.
Personal Data means data that identifies or could reasonably be used to identify a natural person.
Platform means https://www.trytoolbox.com and its affiliated sites and apps.
Privacy Policy means the Toolbox Privacy Policy.
Program Partner means  a  bank,  financial  institution,  or  other  partner  that  provides  services directly related to one or more Programs.
Program Terms means the terms and agreements applicable to a Program.
Programs means portions of the Services, including the Toolbox charge card program and any other financial products or services offered or operated by Toolbox.
Prohibited Activities List means the list of prohibited business types and activities posted on our website as updated from time to time that may render Company ineligible for a Toolbox Account. These activities include, but are not limited to:
•  Production, sale or distribution of marijuana; •  Production, sale or distribution of guns and other weapons; •  Gambling or betting; •  Adult entertainment business or services; •  Prostitution or similar services; •  Activities  that  are  illegal  in  the  Company's  jurisdiction  or  any  jurisdiction  Toolbox  is registered in.
Prohibited Person means any individual or organization that is subject to sanctions in the United States, identified on any lists maintained by OFAC or the U.S. Department of State, or is subject to any  law, regulation, or  other list of  any government agency  that prohibits or  limits us from providing a Toolbox Account or Services to such person or from otherwise conducting business with the person.
Restricted Activities means the business  types and activities posted  on our website as  updated from  time  to  time  that, where  engaged  in  by  Company,  may  limit  Company’s  use  of  certain Services or require additional information from Company to open or maintain a Toolbox Account.
Security Procedures means certain procedures and controls that are intended to help secure and protect your Toolbox Account and data from misuse, fraud, and theft. Services means  the  expense  and  corporate  Card  management  services and  all  other  services provided by Toolbox through your Toolbox Account.
Terms of Service means these Terms of Service as amended.
Toolbox, we or us means MyToolbox Technologies, Inc. Toolbox Account means your Company’s account with Toolbox that is used to access Services including reviewing expenses and managing Cards.
Toolbox Data means  all  data  developed  or  collected  by  Toolbox  through  the  development  or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Toolbox Platform, but which does not include Company Data.
Toolbox  Property means  the  Services  and  related  technology;  Toolbox  Data;  and  copyrights, patents,  trade  secrets,  trade  or  service  marks,  brands,  logos,  and  other  intellectual  property incorporated into each of the foregoing.
Third-Party Services means services and data provided by third parties connected to or provided through  Services. Third-Party  Services  include  accounting  or  expense  management  platforms (such as QuickBooks, Xero, and NetSuite), payment processors and e-commerce platforms (such as Shopify), and applications used to monitor Linked Accounts (such as Plaid).
Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Toolbox Account.
Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on your behalf.
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