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.
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.
Table of Contents
1. Toolbox Platform
2. General Terms
3. Defined Terms
1. Toolbox Platform
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.
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.
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:
• 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 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
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
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.
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.
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 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.
1.5 Administrators and Authorized Users
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.
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 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.
1.6 Responsibility for Use
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
• 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.
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.
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
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.
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.
1.9 Fees and Disclosures
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.
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 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.
1.11 Updates to Company 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
1.12 Identification as Customer
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.
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.
1.14 Toolbox Property and Licenses
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.
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.
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.
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.
1.19 Changes to these Terms of Service
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.
2. General Provisions
2.1 Limitation of Liability
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.
2.2 Disclaimer of Warranties by Toolbox
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.
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.
2.4 Governing Law and Venue
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.
2.5 Binding Arbitration
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.
2.6 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.
2.7 Headings and Interpretation
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.
2.8 Term and Termination
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.
2.9 Electronic Signatures
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.
2.10 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 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.
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.
2.12 Force Majeure
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.
2.13 Entire Agreement
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.
3. Defined Terms
Capitalized terms in these Terms of Service are defined as follows:
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.
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.