Terms of Use & Privacy Policy

Toolbox Contractor Card Program Platform Agreement

Effective 10.5.21

This Toolbox Contractor Card Program Platform Agreement (“Platform Agreement”) is a legal agreement between Company and Toolbox and governs your use of the Services, as defined herein.

Toolbox offers services ("Services") that allow commercial customers to obtain a Visa Commercial Credit Card issued by Celtic Bank, a Utah-chartered Industrial Bank (Member FDIC) (“Celtic Bank” or “Issuer”) through Stripe, Inc. (“Stripe”) to conduct transactions, including the purchase of project materials and equipment, for Company's business needs. Toolbox will, in its discretion, provide you with a Spending Card that will enable you to access funds from Celtic Bank through Stripe. Subsequently, Toolbox will debit your bank account(s) via a provided ACH authorization for the amount of your transactions using the Card. This Platform Agreement includes an authorization for Toolbox to automatically debit your Linked Accounts for amounts owed to Toolbox for use of the Services, including Charges, Fees, Fines, and other transactions you make on Cards.

By submitting your application to open a Toolbox Account, you consent to this Platform Agreement, including the applicable Toolbox Card Program Terms contained in Section 2. You also consent to receive all Notices and communications from Toolbox electronically. This Platform Agreement includes this document and any terms, agreements, and policies referenced herein including the Privacy Policy and Card Terms. We may update this Platform Agreement and any terms, agreements, or policies incorporated by reference at any time by delivering Notice, and your continued use of the Services will constitute acceptance of the updated terms.

You agree that the Services do not involve loans and Toolbox does not extend credit.  

As described in this Platform Agreement, you understand that you may authorize Company individuals as authorized Users, subject to all Program Terms.

Capitalized terms used in this Platform Agreement have the meaning provided in Section 4.

Table of Contents

  1. Toolbox Platform
  2. Payment Cards
  3. General Terms
  4. Defined Terms

1. Toolbox Platform

1.1  Services

The Services allow you to issue and manage Cards for your Users; 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.

1.2 Eligibility

Only companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs) may apply for a Toolbox Account and use the Services. Individual consumers, sole proprietors, 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.

1.3 Requirements

Company Representations

By submitting an application for a Toolbox Account, the natural person submitting the application represents and warrants in an individual capacity and as an authorized representative of Company that:

  • 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 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 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 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 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 this Platform Agreement 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 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.

Consent to electronic signature and communications

You agree that submitting your application for a Toolbox Account and indicating consent to this Platform Agreement 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.

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, 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. 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 this Platform Agreement.

1.4 Prohibited and Restricted Activities

Your Toolbox Account and the Services may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement, (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 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 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.

1.5 Administrators and Authorized Users

You must specify at least one Administrator to manage your Toolbox Account when submitting your application. Administrators 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 no longer has such requisite organizational power and authority, Company must notify us promptly and designate another Administrator for the Toolbox Account. Administrators must not authorize the use of Company’s Toolbox Account or the Services by any Prohibited Person.

Administrators can add, remove, or manage additional Administrators 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. You are responsible for any actions or failure to act on the part of Administrators, Users, and those using credentials issued to Users to access Company’s Toolbox Account.

Administrators must 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 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.

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 User Terms.

1.6 Responsibility for Use

Company is responsible and liable for any actions or failure to act on the part of Administrators, Users, and those using Credentials issued to Users to access Company’s Toolbox Account.

Company is responsible for:

  • Ensuring that Users are aware of and agree to abide by the terms of this Platform Agreement, 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 User 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 this Platform Agreement or any of the agreements, terms, and policies incorporated by reference.

Company is responsible for ensuring that Administrators, 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.

1.7 Access

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.

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.

1.8 Transactions and Activities

Though we may provide Security Procedures, we cannot 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, 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.

We may suspend access to your Toolbox Account or the Services at any time and for any reason, in our sole and absolute discretion, 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 this Platform Agreement 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.

1.9 Fees and Disclosures

Fees

We may assess 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.

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.

Credit Reporting

Toolbox will report Company payment history and performance to one or more credit reporting agencies.

1.10 Changes to the Services

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 this Platform Agreement, and which will be incorporated by reference and form a part of this Platform Agreement.

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.

1.11 Updates to Company Information

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 this Platform Agreement 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 must be duly organized and in good standing under the laws of its jurisdiction of organization throughout the term of this Platform Agreement.

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

1.12 Identification as Customer

We may publicly reference you as a Toolbox customer on our website or in communications during the term of this Platform Agreement. 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 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.

1.13 Rewards

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 with or without notice to you. Rewards may be subject to caps, revocation, or forfeiture.

1.14 Toolbox Property and Licenses

Toolbox and licensors own all Toolbox Property. Company, Administrators, and Users may use Toolbox Property only as and for the purposes provided in this Platform Agreement and the Program Terms. 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 this Platform Agreement. This license terminates upon termination of this Platform Agreement 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.

You grant Toolbox a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.

1.15 Data

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. 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. 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.

You grant Toolbox a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.

1.16 Beta Services and Feedback

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.

1.17 Content

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.

1.18 Privacy

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.

1.19 Changes to this Platform Agreement

We may modify this Platform Agreement or provide other agreements governing use of the Services or any portion of them by providing you Notice. Any Administrator’s or User’s continued use of the Services or Cards constitutes your consent to the revised Platform Agreement.

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 this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by Toolbox in enforcing our rights under this Platform Agreement does not constitute forfeiture of such rights.

2. Payment Cards

Your use of the Cards in any way means that you agree and consent to all of these Toolbox Card Program Terms, and these Toolbox Card Program Terms will remain in effect at all times while you use our Cards.

2.1 Issuer Card Terms

Cards are issued by the Issuer identified in these Terms and in relevant program materials.

These Toolbox Card Program Terms and the Card Terms concurrently govern your use of the Cards. You may only use the Cards if you consent to the applicable Card Terms. These Card Terms may be updated at any time by providing Notice to you through Toolbox and, subject to Applicable Law, your continued use of the Cards constitutes your acceptance of such updated Card Terms.

2.2 Spending Limits

Company spending limits are set by Toolbox using Company Data which may include/including available funds and spending patterns, unbilled volume, financial projections, the nature and history of Company’s business, and anticipated use of Cards. We may not disclose exact spending limits but may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. Spending limits are dynamic and may be modified at any time with or without Notice to you, including temporarily increases or decreases or reducing spending limits to $0.

Administrators may set User-specific limits or controls through your Toolbox Account, but the aggregate spending limit for all Users (including Department Cards) may not exceed the total spending limit established for Company.

We may determine, in our sole and absolute discretion, that (a) the total aggregate balance of Linked Accounts is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company poses or may pose an unacceptable risk to Toolbox, Program Partners, Issuers, or third parties. If we make such a determination, we may immediately and without Notice reduce your spending limits, terminate, or suspend access to your Cards or your Toolbox Account. If we take any of these actions, we may debit your Linked Accounts for any amounts owed, even if payment is not yet due for such amounts.

Spending limits are set based on the available balance in Company’s Linked Account and may change on a daily basis. Any authorized Charge, Fee, or Fine on your Toolbox Card will reduce your spending limit by a corresponding amount, which you understand may be greater than or less than the amount of the final transaction. When you use a Card to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization (such as hotels, gas stations, restaurants, and rental car companies), a hold may be placed on funds or securities in your Toolbox Linked Account for an amount higher or lower than the final Charges.

2.3 Linked Accounts and Third-Party Services

We will use Financial Data from Linked Accounts to verify account balances and account information, identify spending patterns and potential fraud, determine and review spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times and agree that Toolbox may directly debit any Linked Account for payment of amounts owed. You may change or update Linked Accounts through your Toolbox Account. Use of specific Services or features may also require Toolbox to access Company Data through Third-Party Services.

2.4 Authorized Users

You may add Company employee or other individuals as authorized Users, subject to all Program Terms. See Section 1.5 for additional information regarding Users.

2.5 Requesting and Replacing Cards for Authorized Users

Administrators may request Cards for authorized Users through your Toolbox Account. Administrators may only request Cards for and provide Cards to individuals who are authorized to use Cards on your behalf. Administrators are prohibited from requesting more than one active physical Card for any individual User other than for Users who are authorized to use one or more Department Cards.

In order to request a Card for any User, Administrators must provide the User’s full legal name, contact information, and personal address for physical cards. Cards may be denied or canceled due to changes in Issuer’s policies, as required by law, or for any other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card). By default, new Users will be able to view transactions and manage their Cards through Company’s Toolbox Account.

Administrators may request Department Cards for departments within Company. Any employee or contractor authorized to use a Department Card is considered a User hereunder, and all obligations relating to Users will apply with respect to such person. You must limit access to Department Cards to authorized Users.

You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Toolbox Account. Replacement Cards may have new account numbers that could require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed.

2.6 Use of Cards

Users may only use Cards for bona fide business-related Charges and transactions. You are responsible for selecting the individuals in your organization who are authorized to use Cards, and you are responsible for all Card transactions and activities. You agree to establish and maintain controls designed to ensure that the Cards are only used by authorized Users for bona fide Company business purposes and in compliance with the Platform Agreement, these Toolbox Card Program Terms, the Card Terms, Card Network rules, and applicable law. You are responsible for Charges and transactions made by any person given access to Cards even if they are not the person associated with or named on the Card.

Toolbox, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Toolbox is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

All Users are subject to the Platform Agreement and all terms, agreements, and policies incorporated by reference, including these Toolbox Card Program Terms and Card Terms, and must comply with all of the User Terms. Company is responsible for ensuring that Users read, understand and comply with their obligations with respect to use of the Cards and the Services.

2.7 Disputing Charges

You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Toolbox Account.

You understand that the Toolbox Contractor Card Program is subject to Card Network rules regarding chargebacks. The Card Networks have established procedures for resolving Chargebacks that may require you to provide details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks will be collected on the payment date if they are pending resolution as of the date that payment is due for the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your Toolbox Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Toolbox Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.  

You understand that your Toolbox Account is commercial in nature and that card-related consumer protection laws do not generally apply.

2.8 How You Make Payments

You are responsible for payment in full of all Charges, Fees, and Fines accrued during a given billing cycle. You do not have the right to defer payment. You must make payment in full on the due date stated on your periodic statement. Failure to make payment in full may result in fees.

2.9 Failure to Pay; Set Off; Collections

If you fail to pay the full amount owed on time, we may attempt to collect amounts owed from any Linked Account that is currently or was previously linked. We may collect partial payments for unpaid amounts from any Linked Account that is currently or was previously linked, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full.

Any amounts owed may be set off, debited, or collected from amounts in any Toolbox Account that you hold jointly with a third party or open in the future even if your original Toolbox Account has been closed. We may exercise this right against Company, its affiliates, or any of their respective successors or assigns, or any assignees for the benefit of your creditors, trustees, or receivers of Company assets. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to Toolbox when required is a breach of the Platform Agreement and these Toolbox Card Program Terms. You are responsible for all costs or expenses that we or Issuers incur in the process of collecting amounts owed but not timely paid, including legal or collections fees, and you are responsible for paying interest on such amounts at the maximum rate permitted under law.

2.10 Periodic Statements

You are responsible for payment in full of all Charges, Fees, and Fines. We will provide you Periodic Statements identifying Charges, Fees, Fines, refunds, any other Card transactions, or other amounts owed or credited to your Toolbox Account. You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Toolbox Card Program Terms and Card Network requirements.

Unless otherwise specified in writing by Toolbox, Periodic Statements for standard usage are issued monthly starting on the day that you create your Toolbox Account. Toolbox will automatically debit your Linked Account for the full amount owed at the end of each billing cycle as specified in your Periodic Statement. If the due date falls on a weekend, Toolbox may debit your Linked Account the Friday before. If an automatic debit fails for any reason, we will attempt to debit your Linked Account again for the amounts owed. You may make additional payments by logging in to your Toolbox Account. Your Toolbox Account will reflect the credit for any automatic payment or additional payment after payment is received.

2.11 Authorization to Debit Linked Accounts; ACH Authorization

THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR CURRENT AND PREVIOUSLY LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THESE TOOLBOX CARD PROGRAM TERMS. PLEASE READ IT THOROUGHLY.

Your Authorization to Debit Linked Accounts

You authorize Toolbox, Issuers, or their respective successors and assigns to collect amounts owed under these Toolbox Card Program Terms by debiting funds from your current and previously Linked Accounts at financial institutions (including banks and credit unions). If we use the Automated Clearinghouse (ACH) network, the debits will be governed by the rules established by the National Automated Clearinghouse Association (NACHA) for business-related ACH debits. You also authorize Toolbox to debit your Linked Accounts for verification purposes (through microdeposits or similar means).

Manner and Timing of Payment

We will debit Linked Accounts for all amounts owed to us in connection with our provision of Services. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts owed as directed.

We may debit Linked Accounts separately for the payment of Fees that you incur. You also authorize Toolbox, Issuers, or their respective successors or assigns to debit Linked Accounts immediately, on any date, and without additional Notice where we determine, in our sole and absolute discretion, that (a) the total aggregate balance of Linked Accounts is less than the balance minimums required by our underwriting criteria, (b) Company does not satisfy one or more of our other underwriting or credit requirements, or (c) Company poses or may pose an unacceptable risk to Toolbox, Program Partners, Issuers, or third parties.

In the event that we make an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to the Linked Account in the amount of such error on or after the date such error occurs.

Withdrawing Your Authorization

To withdraw the debit authorization from a Linked Account, you must provide us 30 days’ notice and pay all amounts owed under your Toolbox Account immediately, including Charges, Fees, Fines, and other amounts that may be included in future Periodic Statements.

Withdrawal of a debit authorization does not terminate the Platform Agreement or your obligation to pay all amounts owed under these Toolbox Card Program Terms or the Card Terms. Company will be responsible for all costs of collections and damages if amounts owed are not paid in full by Company.

2.12 Fees

We will disclose Fees to you when you are approved for a Card or through our website. We may update, add, or change Fees upon 30 days’ Notice. Fees we assess may include periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, and fees for misuse of the Services. You are responsible for paying all Fees in addition to all Charges and Fines.

3. General Provisions

3.1 Limitation of Liability

Toolbox is not 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 Services or Cards, lost profits or reputational harm, physical injury or property damage, or any other losses or harm arising from or related to this Platform Agreement or any terms, agreements, or policies incorporated by reference, whether or not we were advised of their possibility by you or third parties.

Our maximum liability to you under this Platform Agreement 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 months preceding the event that is the basis of your claim or $5,000. These limitations apply regardless of the legal theory on which your claim is based.

3.2 Disclaimer of Warranties by Toolbox

THE 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 SERVICES, TOOLBOX PROPERTY, AND BETA SERVICES. NOTHING IN THIS PLATFORM AGREEMENT 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 THIS PLATFORM AGREEMENT 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.

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.

3.3 Indemnification

You agree to indemnify, defend, and hold harmless Toolbox 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 this Platform Agreement, 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.

3.4 Governing Law and Venue

This Platform Agreement 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 3.5, all litigation will be brought in the state or federal courts located in New York, NY.

3.5 Binding Arbitration

You and Toolbox agree to resolve all Disputes arising under or in connection with this Platform Agreement as provided in this section. Make sure that you have read and understand the below. Any arbitration or other legal proceeding under this Platform Agreement 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 this Platform Agreement, then you have the right to reject such arbitration provisions by delivering a written notice to us at 245 8th Avenue #1032, New York, NY 10011, Attention: Admin within thirty (30) days of the date you have entered into this Platform Agreement. 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 3.4.

The parties acknowledge that transactions under this Platform Agreement 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 this Platform Agreement.

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 this Platform Agreement unless that obligation or the amount (to the extent in Dispute) is itself the subject of the Dispute. Nothing in this Platform Agreement 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 this Platform Agreement.

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.

3.6 Legal Process

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.

3.7 Headings and Interpretation

Headings in this Platform Agreement are for reference only. Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement 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 this Platform Agreement is 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 this Platform Agreement will otherwise remain in full force and effect.

3.8 Term and Termination

This Platform Agreement is 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 this Platform Agreement.

You may terminate this Platform Agreement by ceasing to use the Services, paying all amounts owed, and 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 this Platform Agreement 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 this Platform Agreement 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 this Platform Agreement is 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 Platform Agreement in effect at that time.

3.9 Electronic Signatures

You agree that submitting your application for a Toolbox Account and indicating consent to this Platform Agreement 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.

3.10 Notices and Communication

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 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.

3.11 Assignment

You may not transfer or assign (by operation of law or otherwise) this Platform Agreement 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 this Platform Agreement and your relationship with Toolbox, and will be bound by all the terms of this Platform Agreement. Toolbox may assign, pledge, or otherwise transfer this Platform Agreement or any of its rights and powers under this Platform Agreement without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in this Platform Agreement instead of Toolbox.

3.12 Entire Agreement

This Platform Agreement, 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 this Platform Agreement and the applicable Program Terms will be binding unless in writing and signed by Company and Toolbox.

4. Defined Terms

Capitalized terms in this Platform Agreement are defined as follows:

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 the authorized signer that is authorized by you to manage your Toolbox Account and act on behalf of the Company, including consenting to this Platform Agreement.

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 the agreement between Company, and Stripe and Issuer for use of Cards identified on our website.

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 applying for or has opened a Toolbox Account use the Services and manage Cards and is executing this Platform Agreement.

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 this Platform Agreement, 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 this Platform Agreement (including the 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.

Notice means any physical or electronic communication or legal notices related to this Platform Agreement that are provided to you, Users, or Administrators through text or SMS, email, your Toolbox Account, or by other means.

Periodic Statement means the periodic statements identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Toolbox Account during each billing cycle.

Personal Data means data that identifies or could reasonably be used to identify a natural person.

Platform Agreement means this Platform Agreement as amended.

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 portions of the Services, including the Card Program Terms.

Programs means the 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.

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 Card Program Terms means Section 2 of this Platform Agreement.

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.

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.

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 and Stripe).

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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Privacy Policy

Effective as of 10.05.2021

This Privacy Policy describes how MyToolbox Technologies, Inc. ("Toolbox”, "we", “us” or "our") handles personal information that we collect through our digital properties that link to this Privacy Policy, including our website and mobile application (collectively, the “Service”), as well as through social media, our marketing activities, and other activities described in this Privacy Policy.

This Privacy Policy forms part of and is incorporated into our Terms of Service published at https://www.trytoolbox.com/legal-terms.

Toolbox provides a financial platform designed for construction and service contractors.We have designed the Service for businesses, and they are not intended for personal or household use. Accordingly, we treat all personal information covered by this Privacy Policy, including information about any visitors to the Service, as pertaining to individuals acting in their capacity as business representatives (including as representatives of our business customers), rather than in their personal capacity. If you have concerns regarding personal information that we process on behalf of a business, please direct your concerns to that business.

Index

                Personal information we collect
                 How we use your personal information
                 How we share your personal information
                 Your choices
                 Other sites and services
                 Security
                 International data transfer
                 Children
                 Changes to this Privacy Policy
                 How to contact us

Personal information we collect

Information you provide to us. Personal information you may provide to us through the Service or otherwise includes:

  • Contact data, such as your name, email address, billing and mailing addresses, professional title and company name, and phone number.
  • Company information, including company name, address, employer identification number, and names of company employees, contractors or authorized users.
  • Business owner or registered officer information, including the name, phone number, email address, billing and mailing addresses, date of birth, Social Security number, professional title and company name for any owner(s) or registered officer(s) of the business.
  • Profile data, such as the username and password that you may set to establish an online account on the Service, links to your profiles on social networks, interests, preferences, information about your participation in our promotions or surveys, and any other information that you add to your account profile.  
  • Communications that we exchange with you, including when you contact us through the Service, social media, or otherwise.
  • Transactional data, such as information relating to or needed to complete transactions on or through the Service, including details regarding dates, amounts and merchants associated with your transaction history.
  • Marketing data, such as your preferences for receiving our marketing communications and details about your engagement with them.
  • User-generated content, such as profile pictures, photos, images, music, videos, comments, questions, messages, works of authorship, and other content or information that you generate, transmit, or otherwise make available on the Service, as well as associated metadata. Metadata includes information on how, when, where and by whom a piece of content was collected and how that content has been formatted or edited. Metadata also includes information that users can add or can have added to their content, such as keywords, geographical or location information, and other similar data.
  • Financial information, such as financial account numbers or payment card information.
  • Employment and professional information, such as professional and employment history, including licenses and certifications.
  • Promotional information, including information you share when you take advantage of promotions, enter a competition, or complete a survey. Please note that if you participate in a sweepstakes, contest or giveaway through the Service, we may ask you for your Contact Data to notify you if you win or not, to verify your identity and/or to send you prizes. In some situations, we may need additional information as a part of the entry process, such as a prize selection choice. These sweepstakes and contests are voluntary. We recommend that you read the rules and other relevant information for each sweepstakes and contest that you enter.
  • Other data not specifically listed here, which we will use as described in this Privacy Policy or as otherwise disclosed at the time of collection.

Third-party sources. We may combine personal information we receive from you with personal information we obtain from other sources, such as:

  • Public sources, such as government agencies, public records, social media platforms, and other publicly available sources.
  • Marketing partners, such as joint marketing partners.
  • Third-party services, such as anti-money laundering, know-your-client, and business credit reporting vendors used in connection with providing the Service.

Automatic data collection. We, our service providers, and our business partners may automatically log information about you, your computer or mobile device, and your interaction over time with the Service, our communications and other online services, such as:

  • Device data, such as your computer’s or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., Wi-Fi, LTE, 3G), and general location information such as city, state or geographic area.
  • Online activity data, such as pages or screens you viewed, how long you spent on a page or screen, the website you visited before browsing to the Service, navigation paths between pages or screens, information about your activity on a page or screen, access times and duration of access, and whether you have opened our emails or clicked links within them.
  • Location data when you authorize the Service to access your device’s location.

Cookies and similar technologies. Some of our automatic data collection is facilitated by cookies and similar technologies. Some of the automatic collection is facilitated by the following technologies:

  • Cookies, which are small text files that websites store on user devices and that allow web servers to record users’ web browsing activities and remember their submissions, preferences, and login status as they navigate a site. Cookies used on our sites include both “session cookies” that are deleted when a session ends, “persistent cookies” that remain longer, “first party” cookies that we place and “third party” cookies that our third-party business partners and service providers place.  
  • Local storage technologies, like HTML5, that provide cookie-equivalent functionality but can store larger amounts of data on your device outside of your browser in connection with specific applications.
  • Web beacons, also known as pixel tags or clear GIFs, which are used to demonstrate that a webpage or email address was accessed or opened, or     that certain content was viewed or clicked.
  • Session Replay Technologies. We use third party services provided by Cohere and Hotjar that employ software code to record users’ interactions with the Services in a manner that allows us to watch DVR-like replays of those user sessions. The replays include users’ clicks, mobile app touches, mouse movements, scrolls and keystrokes/key touches during those sessions. These replays help us diagnose usability problems and identify areas for improvement. You can learn more about Cohere and Hotjar at https://cohere.io/privacy and at https://www.hotjar.com/privacy/ and you can opt-out of tracking by Hotjar at https://www.hotjar.com/legal/policies/do-not-track/.

Data about others. We may offer features that help users invite their friends or contacts to use the Service, and we may collect contact details about these invitees so we can deliver their invitations. Please do not refer someone to us or share their contact details with us unless you have their permission to do so.

How we use your personal information

We may use your personal information for the following purposes or as otherwise described at the time of collection:

Service delivery. We may use your personal information to:

  • provide, operate and improve the Service and our business;
  • establish and maintain your user profile on the Service;
  • facilitate your invitations to friends who you want to invite to join the Service;
  • enable security features of the Service, such as by sending you security codes via email or SMS, and remembering devices from which you have previously logged in;
  • communicate with you about the Service, including by sending announcements, updates, security alerts, and support and administrative messages;
  • Provide you with the products, services, programs, offers, or information you request from our partners and financial institutions, and for related     purposes such as determining eligibility.
  • understand your needs and interests, and personalize your experience with the Service and our communications; and
  • provide support for the Service, and respond to your requests, questions and feedback.

Research and development. We may use your personal information for research and development purposes, including to analyze and improve the Service and our business.

Marketing and advertising. We, our service providers and our third-party advertising partners may collect and use your personal information for marketing and advertising purposes:

  • Direct marketing. We may send you direct marketing communications. You may opt-out of our marketing communications as described in the Opt-out of marketing section below.
  • Interest-based advertising. Our third-party advertising partners may use cookies and similar technologies to collect information about your interaction (including the data described in the automatic data collection section above) with the Service, our communications and other online services over time, and use that information to serve online ads that they think will interest you. This is called interest-based advertising. We may also share information about our users with these companies to facilitate interest-based advertising to those or similar users on other online platforms.

Compliance and protection. We may use your personal information to:

  • Comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities;
  • protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims);
  • audit our internal processes for compliance with legal and contractual requirements or our internal policies;
  • enforce the terms and conditions that govern the Service; and
  • prevent, identify, investigate and deter fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft.

With your consent. In some cases, we may specifically ask for your consent to collect, use or share your personal information, such as when required by law.

To create anonymous, aggregated or de-identified data. We may create anonymous, aggregated or de-identified data from your personal information and other individuals whose personal information we collect. We make personal information into anonymous, aggregated or de-identified data by removing information that makes the data identifiable to you. We may use this anonymous, aggregated or de-identified data and share it with third parties for our lawful business purposes, including to analyze and improve the Service and promote our business.

Cookies and similar technologies. In addition to the other uses included in this section, we may use the Cookies and similar technologies described above for the following purposes:

  • Technical operation. To allow the technical operation of the Service, such as by remembering your selections and preferences as you navigate the site, and whether you are logged in when you visit password protected areas of the Service.
  • Functionality. To enhance the performance and functionality of our services.
  • Advertising. To help our third-party advertising partners collect information about how you use the Service and other online services over time, which they use to show you ads on other online services they believe will interest you and measure how the ads perform.
  • Analytics. To help us understand user activity on the Service, including which pages are most and least visited and how visitors move around the Service, as well as user interactions with our emails. For example, we use Google Analytics, Mixpanel and Segment for this purpose. You can learn more about Google Analytics, Mixpanel and Segment at https://policies.google.com/privacy,  https://mixpanel.com/legal/privacy-policy/ and https://segment.com/legal/privacy/.

Retention. We generally retain personal information to fulfill the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements, to establish or defend legal claims, or for fraud prevention purposes. To determine the appropriate retention period for personal information, we may consider factors such as the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.

When we no longer require the personal information we have collected about you, we may either delete it, anonymize it, or isolate it from further processing.

How we share your personal information

We may share your personal information with the following parties and as otherwise described in this Privacy Policy or at the time of collection.

Affiliates. Our corporate parent, subsidiaries, and affiliates, for purposes consistent with this Privacy Policy.

Banking Partners. We may provide you with banking services that are provided by Stripe and partner banks, including Celtic Bank Corporation, a Utah-chartered Industrial Bank (Member FDIC). We may share your personal information with these entities to facilitate the provision of banking services. For more information about Stripe’s practices, please view their privacy policy at https://stripe.com/privacy. For more information about Celtic Bank’s practices, please view their privacy policy at https://www.celticbank.com/privacy.

Service providers. Third parties that provide services on our behalf or help us operate the Service or our business(such as hosting, information technology, customer support, email delivery, anti-money laundering, know-your-client, business credit reporting , marketing, consumer research and website analytics).

Payment processors. Any payment card or ACH information you use to make a purchase on the Service is collected and processed directly by our payment processors, such as Stripe. Stripe may use your payment data in accordance with its privacy policy, https://stripe.com/privacy.

Advertising partners. Third-party advertising companies for the interest-based advertising purposes described above.

Third parties designated by you. We may share your personal data with third parties where you have instructed us or provided your consent to do so. For example, we may share your personal information with third-party partners with whom we are collaborating to offer you additional services, including special promotions.We will share personal information that is needed for these other companies to provide the services that you have requested.

Business and marketing partners. Third parties with whom we co-sponsor events or promotions, with whom we jointly offer products or services, or whose products or services may be of interest to you.

Linked third-party services.If you log into the Service with, or otherwise link your Service account to, asocial media or other third-party service, we may share your personal information with that third-party service. The third party’s use of the shared information will be governed by its privacy policy and the settings associated with your account with the third-party service.

Professional advisors. Professional advisors, such as lawyers, auditors, bankers and insurers, where necessary in the course of the professional services that they render to us.

Authorities and others. Law enforcement, government authorities, and private parties, as we believe in good faith to be necessary or appropriate for the compliance and protection purposes described above.

Business transferees. Acquirers and other relevant participants in business transactions (or negotiations of or due diligence for such transactions) involving a corporate divestiture, merger, consolidation, acquisition, reorganization, sale or other disposition of all or any portion of the business or assets of, or equity interests in, MyToolbox Technologies, Inc. or our affiliates (including, in connection with a bankruptcy or similar proceedings).

Other users and the public. Your profile and other user-generated content (except for messages) may be visible to other users of the Service and the public. For example, other users of the Service or the public may have access to your information if you chose to make your profile or other personal information available to them through the Service, such as when you provide comments, reviews, survey responses, or share other content. This information can be seen, collected and used by others, including being cached, copied, screen captured or stored elsewhere by others (e.g., search engines), and we are not responsible for any such use of this information.

We make commercially reasonable efforts to verify that the parties with whom our mobile application shares personal information provide a level of protection of personal information consistent with the practices described in this Privacy Policy, except that all such parties described above other than service providers and affiliates may, to the extent permitted by law, use personal information as described in their own privacy policies.

Your choices

Access or update your information. If you have registered for an account with us through the Service, you may review and update certain account information by logging into the account and accessing the “My Profile” section.

Opt-out of marketing communications. You may opt-out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email, or by contacting us. Please note that if you choose to opt-out of marketing-related emails, you may continue to receive service-related and other non-marketing emails.

If you receive marketing text messages from us, you may opt out of receiving further marketing text messages from us by replying STOP to our marketing message.

Mobile location data. You can disable our access to your device’s precise geolocation in your mobile device settings.

Advertising choices. You can limit use of your information for interest-based advertising by:

  • Browser settings. Blocking third-party cookies in your browser settings.
  • Privacy browsers/plug-ins. By using privacy browsers or ad-blocking browser plug-ins that let you block tracking technologies.
  • Platform settings. Google and Facebook offer opt-out features that let you opt-out of use of your information for interest-based advertising (Google: https://adssettings.google.com/ ; Facebook: https://www.facebook.com/about/ads)
  • Ad industry tools. Opting out of interest-based ads from companies participating in the following industry opt-out programs: Network Advertising Initiative (http://www.networkadvertising.org/managing/opt_out.asp); Digital Advertising Alliance (optout.aboutads.info); AppChoices mobile app (available at https://www.youradchoices.com/appchoices, which will allow you to opt-out of interest-based ads in mobile apps served by participating members of the Digital Advertising Alliance)
  • Mobile settings. Using your mobile device settings to limit use of the advertising ID associated with your mobile device for interest-based advertising purposes.

You will need to apply these opt-out settings on each device from which you wish to opt-out.

We cannot offer any assurances as to whether the companies we work with participate in the opt-out programs described above.

Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do NotTrack” or similar signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Declining to provide information. We need to collect personal information to provide certain services. If you do not provide the information we identify as required or mandatory, we may not be able to provide those services.

Linked third-party platforms. If you choose to connect to the Service through your social media account or other third-party platform, you may be able to use your settings in your account with that platform to limit the information we receive from it. If you revoke our ability to access information from a third-party platform, that choice will not apply to information that we have already received from that third party.

Delete your content or close your account. You can choose to delete certain content through your account. If you wish to request to close your account, please contact us.

 

Other sites and services

The Service may contain links to websites, mobile applications, and other online services operated by third parties. In addition, our content may be integrated into web pages or other online services that are not associated with us. These links and integrations are not an endorsement of, or representation that we are affiliated with, any third party. We do not control websites, mobile applications or online services operated by third parties, and we are not responsible for their actions. We encourage you to read the privacy policies of the other websites, mobile applications and online services you use.

Security

We employ a number of technical, organizational and physical safeguards designed to protect the personal information we collect. However, security risk is inherent in all internet and information technologies and we cannot guarantee the security of your personal information.

International data transfer

We are headquartered in the United States and may use service providers that operate in other countries. Your personal information may be transferred to the United States or other locations where privacy laws may not be as protective as those in your state, province, or country.

Children

The Service is not intended for use by anyone under 18 years of age. If you are a parent or guardian of a child from whom you believe we have collected personal information in a manner prohibited by law, please contact us. If we learn that we have collected personal information through the Service from a child without the consent of the child’s parent or guardian as required by law, we will comply with applicable legal requirements to delete the information.

Changes to this Privacy Policy

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Service or other appropriate means. Any modifications to this Privacy Policy will be effective upon our posting the modified version (or as otherwise indicated at the time of posting). In all cases, your use of the Service after the effective date of any modified Privacy Policy indicates your acceptance of the modified Privacy Policy.

How to contact us

  • Email:   admin@trytoolbox.com
  • Mail:   245 8th Avenue, #1032, New York, NY 10011.
  • Phone: +1-718-766-8592