CAARY Platform Agreement

This Platform Agreement is made between Company and Caary and governs your use of the Services. In this Platform Agreement, “Company” or “you” means the company that is applying for or has opened a Caary Account to use the Services, and “Caary” or “we” means Carry Capital Ltd. and its affiliates, successors and assigns. By submitting your application to open a Caary Account, you consent to this Platform Agreement, including the applicable Card Terms, and to receive all Notices and communications from Caary electronically. Capitalized terms used in this Platform Agreement have the meaning provided in Section 5. We may update or replace this Platform Agreement with you by posting an updated version to our legal page.

You may only open and maintain a Caary Account and use the Services if you accept this Platform Agreement.

1. SERVICES

The Services allow you to issue and manage Cards for your Users; manage expenses and reporting; and access, use, and connect Third-Party Services through your Caary Account; and access other functionality through your Caary Account. Caary 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.

2. OPENING A CAARY ACCOUNT

2.1 Eligibility

Only companies organized and registered in Canada may apply for a Caary Credit Card Account and use the Services. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and registered outside Canada are not permitted to use or attempt to open or use a Caary Credit card Account or the Services.

2.2 Requirements

Representations of Company
By submitting an application for a Caary Credit Card 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 Canada.
  • Company has a valid Business and Corporation number.
  • 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 Caary 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 Caary Account.
  • The natural person who applies for a Caary Account on Company’s behalf is not and is not affiliated with a Prohibited Person.
  • All information you provide to us is and will be current, accurate, and complete.
  • Company will use its Caary 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.

Requirements:

You will need to provide Company Data and certain Personal Data and connect at least one Linked Account when submitting an application for a Caary Account. Company Data may include business information (such as registered business name and state of incorporation for Company, the business address, ownership details, actual or anticipated revenue, the nature of the business, and details from Linked Accounts and other business information we may request from time to time), Personal Data (such as the name, contact information, and date of birth of Users or beneficial owners), and documentary information used to verify business and Personal Data (such as corporate registration certificate, proof of address, or personal identification).

We provide Company Data and Personal Data to Issuers and Third-Party Service Providers to determine your eligibility for the Services and Cards. We may approve or deny your application or grant you provisional access to the Services or your Caary Account while your application is pending additional review. Caary and Issuers rely on the accuracy of Company Data and Personal Data when opening and maintaining your Caary Account. We may deny Applications, interrupt provision of the Services to you, or suspend or close your Caary Account for any reason including where Company Data or Personal Data is incomplete, inaccurate, or out of date. You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Caary Account whether we provide you with full or provisional access.

If you successfully open a Caary Account through a referral from an existing Caary customer or referral partner, you acknowledge and agree that Caary may provide Company Data about you to the Caary customer that referred you, confirming that you successfully opened a Caary Account and/or met other criteria required by the referral link or other referral method, such as completing a minimum required payment.

We will disclose Fees to you when opening your Caary Account or through our website. Except where agreed upon in a writing executed by both parties, we may change Fees upon thirty days’ Notice to you.

Verification and validation of information

Caary and its Program Partners rely on the accuracy of the information you provide when opening and maintaining your Caary 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 Caary 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 Caary 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 Caary Account and indicaticating 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.

MANAGING YOUR CAARY ACCOUNT

You must specify at least one Administrator to manage your Caary Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and 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 Caary Account; and perform other tasks on your behalf. . 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 Caary Account.

  1. Administrators must monitor Company’s Caary 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 Caary Account will be able to authorize and assign Users these permission levels and authorizations.
  2. 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 Caary Account.
  3. Users may use Company’s Caary 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.

3.1 Security and Monitoring your Caary Account

You will keep your Caary Account and Cards secure and only provide access to individuals that you have authorized to use Cards on your behalf. You will immediately disable User access to the Services or reduce spending limits where you know or believe your Caary Account or Cards have been compromised or stolen or may be misused; and you will promptly notify us of any unauthorized access or use. We may help you resolve unauthorized transactions using your Cards, but you are ultimately responsible for financial loss caused by Administrators, Users, or other persons given access to the Services, your Caary Account, or Cards. We may suspend access to your Caary Account or Cards if we believe your Caary Account or Cards have been compromised or that not doing so may pose a risk to you, Caary, Issuers, or any third parties.

3.2 Transactions and Prohibited Activities

Only companies organized and registered in Canada may apply for a Caary Account. Consumers, sole proprietors, unincorporated partnerships, and companies registered outside Canada are not permitted to use, or attempt to open or use, a Caary Account.

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.

Your Caary Account, Services, and Cards may only be used for the Company’s bona fide business purposes. Your Caary Account, Services, and Cards may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement or the Card Terms; (b) used for any personal, family, or household use; (c) provided to or used for the benefit of an individual, organization, or country that is blocked or sanctioned by Canada; (d) used by unaffiliated third parties; or (e) used for any other activities not for the benefit of the Company.

We will not approve and may close Caary Accounts that we know or believe are engaged in any of the prohibited activities identified in the Prohibited Activities List. Where Company is engaged in certain restricted activities, Caary may require that you provide additional information to open or maintain your Caary Account. We may update the list of prohibited or restricted activities at any time. You agree to review this regularly and contact us with any questions you have about how this list may apply to Company’s business.

We may suspend or terminate access to your Caary Account or Cards if we believe this section was violated or if required by an Issuer. You agree to pay all Fines imposed on Caary by Issuers, regulators, or government agencies for your violation of this section.

3.3 Identification as Customer

We may publicly reference you as a Caary 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 Caary 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 Caary customer and we will remove references to you on our website or in communications.

3.3 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 Caary Account or the Services. We will disclose Fees to you when opening your Caary 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 Caary under such Program.

Disclosures about the Services

Some Programs or Services provided by Caary may require use of other Programs or Services. We do this because some of our Services serve as a way to access other Services. For example, when you sign up for a Caary Cash Account, we will issue you Cards as a way to access funds in your Caary Cash Account. We will disclose any such required additional Programs or Services to you before you use such Programs or Services.

Credit Reporting

We may report Company payment history and performance to one or more credit reporting agencies.

3.5 Rewards

Caary may determine when, how, and under what conditions you may qualify for, accrue, redeem and retain rewards, and Caary may modify these conditions with or without Notice to you. Certain Programs or Services may not be eligible for rewards. Rewards may be subject to caps, revocation, or forfeiture as set forth in the Rewards Terms. All rewards offered are subject to the Rewards Agreement.

3.6 Ownership and License

Caary and licensors own all Caary Property. You, Administrators, and Users may use Caary Property only as and for the purposes provided in this Platform Agreement and the Card Terms. You may not modify, reverse engineer, create derivative works from, or disassemble Caary Property; or register, attempt to register, or claim ownership in Caary Property or portions of Caary Property.

Caary grants you a nonexclusive and nontransferable license to use Caary 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.

3.7 Data

The Card Networks, Caary, and Issuers collect Company Data through your use of the Cards, the Services, and Third-Party Services. 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.

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. Caary 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, Caary will implement controls to reduce the risk of loss or accidental disclosure.

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

3.8 Beta Services and Feedback

Beta Services may be made available to you. 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 us.

3.9 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.

3.10 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.

3.11 Notices and Communication

We will provide Notices regarding certain activity and alerts to your Caary Account electronically through your Caary 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 Caary Account will be sent to certain Administrators through your Caary 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 Caary 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 Caary 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 Caary Account or in connection with Programs, and for other purposes that we identify and that are available through your Caary 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.

3.12 Updates to Company Information

Providing information
You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Caary 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.

3.13 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.

3.14 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.

3.15 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 Caary Account, without Caary’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 Caary, and will be bound by all the terms of this Platform Agreement. Caary 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 Caary.

3.16 Term and Termination

This Platform Agreement is effective when you start an application for a Caary 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 Caary 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 Caary Account is being closed to evade any legal or regulatory requirement or investigation.

Caary may terminate this Platform Agreement and terminate access to your Caary 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 Caary 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 Caary 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).

4. GENERAL PROVISIONS

4.1 Limitation of Liability

Caary 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 Agreement, whether or not we were advised of their possibility by you or third parties. Our maximum liability to you for under this Platform Agreement is limited to the greater of the total amount of Fees actually paid by you to Caary 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.

4.2 Representations and Warranties

You represent and warrant that (a) Company is and will continuously throughout this Platform Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation, (b) Administrators have requisite organizational power and authority to conduct business and manage Company’s Caary Account, (c) you are opening an account on behalf of a Company organized and registered in Canada and that you are not opening an account as a consumer, sole proprietor or unincorporated partnership; (d) you and Users will not engage in activities prohibited by this Platform Agreement, and (e) Company Data provided to Caary is complete, accurate, and current.

4.3 Disclaimer of Warranties by Caary

THE SERVICES, CAARY PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU AS IS _AND _AS AVAILABLE. CAARY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SERVICES, CAARY PROPERTY, AND BETA SERVICES AND 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 CAARY. CAARY DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

CAARY 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.

4.4 Indemnification

You agree to indemnify and defend Caary (including our affiliates, employees, contractors, and Third-Party Service Providers) against losses arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Caary by any third party due to your breach of this Platform Agreement, or an Administrator’s or User’s breach of obligations owed under this Platform Agreement, a User Agreement, the Card Terms or any other agreements with Caary; for amounts owed by Company to third parties; for acts or omissions of Administrators, Users, or other Company employees or agents; for Company’s use of Third-Party Services; or for disputes over Charges between Company and merchants.

4.5 Governing Law and Venue

This Platform Agreement will be construed, applied, and governed by the laws of the Province of Ontario exclusive of its conflict or choice of law rules except to the extent that Canadian law controls. Subject to Section 4.6, all litigation will be brought in the state or federal courts located in Ontario, Canada.

4.6 Binding Arbitration

4.7 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.

4.8 Assignment

Caary may assign, pledge, or otherwise transfer this Platform Agreement or its rights and powers under this Platform Agreement without providing Notice to you. Any such assignee will have all rights as if originally named in this Platform Agreement instead of Caary. You may not assign this Platform Agreement or rights provided, or delegate any of its obligations, without Caary’s express written consent.

4.9 Headings and Interpretation

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; and provisions listing items and using and require all listed items.

All monetary amounts owed under this Platform Agreement will be made in US Dollars (USD).

This Platform Agreement, including incorporated terms, comprises 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. In the event that this Platform Agreement is terminated, the Card Terms will immediately terminate.

4.10 Changes to this Platform Agreement

We may modify this Platform Agreement or provide another agreement governing your 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 Caary in enforcing our rights under this Platform Agreement does not constitute forfeiture of such rights.

4.11 Entire Agreement

This Platform Agreement constitutes the entire understanding between Company and Caary for the subject matter described and no other agreements, representations, or warranties other than those provided in this Platform Agreement will be binding unless in writing and signed by Company and Caary.

5.DEFINED TERMS

Capitalized terms in this Platform Agreement are defined as follows:

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

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 Caary Account.

Card Networks means the payment card networks including Visa or Mastercard.

Card Terms means the agreement between Company and the applicable 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 Caary Account use the Services and manage Cards and is executing this Platform Agreement.

Company Data means information or documentation provided by the Company to Caary, 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.

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.

Feedbackmeans all feedback, suggestions, ideas, or enhancement requests you submit to us.

Feesmeans charges we impose on you for use of Services or your Caary Account.

Financial Datameans Company’s bank balance, transaction, and account information accessible to Caary through Linked Accounts or Third-Party Services.

Finesmeans 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 Caary or an Issuer.

Issuermeans the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.

Linked Accountmeans any account that is held with a financial institution or that provides financial data and is linked to or authorized for use through your Caary Account.

Noticemeans 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 Caary Account, or by other means.

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

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

Platform Agreementmeans this Platform Agreement as amended.

Prohibited Activities Listmeans 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 Caary Account.

Caary or wemeans Caary Business Corporation.

Caary Accountmeans your corporate account with Caary that is used to access Services including reviewing expenses and managing Cards.

Caary Datameans all data developed or collected by Caary through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Caary Platform, but which does not include Company Data.

Caary Propertymeans the Services and related technology; Caary Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.

Servicesmeans the expense and corporate Card management services and all other services provided by Caary through your Caary Account.

Third-Party Servicesmeans 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, Expensify, Xero, and NetSuite), payment processors and e-commerce platforms (such as i2C), and applications used to monitor Linked Accounts (such as Flinks).

Third-Party Service Providermeans 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 Caary Account.

Usersmeans any employees, contractors, agents, or other individuals permitted to use Services or Cards on your behalf.

CAARY Cardholder Agreement

This cardholder agreement (the “Agreement”) is a legally binding agreement between you and Caary Capital Ltd. (“us” or “we”) that sets for the terms and conditions governing the Account and the issuance and use of Cards. By applying for, accepting or using the Account or any Card, you agree to be bound by this Agreement. In this Agreement, “you” means the Business, each Administrator and each Cardholder, provided that only the Business is responsible for repayment of the Balance. If you are an individual entering into this Agreement on behalf of the Business, you confirm that you have the authority to act for the Business.

1. Account and Card Administration

  1. You must apply and be approved by us for an Account before any Card is issued. You agree to provide us current, complete and accurate information in your application or as we request and authorize us to investigate and collect information (including credit rating, financial and banking information) from third parties about you in order to evaluate your application and set your credit limit. You agree to maintain all information provided to us so that it is current, complete and accurate at all times. We may re-evaluate your Account from time to time in our discretion. You agree that we may exchange information with credit reporting agencies and other service providers to evaluate your Account.
  2. The Business must designate at least one individual as an Administrator. The Business is responsible for all actions taken by any Administrator or Cardholder and for the management of all Cards and Cardholders. Cards may only be requested by an Administrator through our website. Each such request must be accompanied by current, complete and accurate information for the Cardholder that will receive such Card. We reserve the right not to issue, cancel or suspend any Card in our sole discretion and without notice. You may cancel any Card issued to you by notifying us and securely destroying the Card, provided that doing so will not relieve you from your obligations to pay for any Transactions on such Card if you are unable to do so. All Cards remain owned by us and you must securely destroy any Cards at our request.
  3. Each Cardholder acknowledges and agrees that the Business and each Administrator: (i) will have access to all information relating to such Cardholder or such Cardholder’s Card, including all Transaction details; and (ii) may cancel, suspend, set spending limits and other limits and restrictions, and otherwise manage such Cardholder’s Card.

2. Using Cards

  1. You may only use Cards for business-purpose Transactions on behalf of the Business and as permitted by the Business and us. Such use may include pre-authorized or recurring Transactions, but it is your responsibility to make and manage such arrangements with merchants, including cancellation or the settlement of any disputes related to such Transactions. You are also responsible for informing merchants of any changes to any information required to process such Transactions. We reserve the right (but have no obligation) to provide details of such changes directly to merchants for such Transactions. Each Card may only be used by the Cardholder to whom it was originally issued. If you allow someone other than a Cardholder to use a Card, you are still responsible for such use. You must not use Cards for personal, family or household purposes, for any fraudulent, illegal or improper activity or purpose, to pay any amounts owed to us or any of our affiliates or after the expiry date shown on the card.
  2. We reserve the right to decline or cancel Transactions or suspend Cards for any reason without notice, including breach of this Agreement, exceeding your credit limit or for certain types of Transactions, such gaming Transactions. We have no liability for any losses or damages you may suffer as a result thereof.
  3. You are solely responsible for settling any disputes or claims relating to Transactions directly with the merchant or service provider. No such dispute or claim will relieve the Business of its obligation to pay for Transactions and we have no responsibility or liability for any such dispute or claim. Stop payments are not available for Transactions. If a merchant agrees to give you a credit, we will credit the Credit Card Account when we receive the merchant’s credit voucher, but will not refund any interest charged in connection with the Transaction.

3. Credit Limit

  1. We will determine the credit limit for your Account and may adjust it from time to time without prior notice. Your monthly statement will indicate your then-current credit limit. Your credit limit is shared among all Cards on your Account. Available credit is reduced at the time a Transaction is authorized. If for any reason you exceed your credit limit, the Business must immediately repay such excess. Exceeding any credit, spending or other limit will not relieve the Business of its obligation to repay the full Balance and may be subject to an additional fee. Transactions made through contactless technology or virtual Cards may be subject to other limits.
  2. The Business must ensure that the Linked Bank Account has at all times at least the minimum balance set out in the Disclosure Statement.

4. Foreign Currency Transactions

Transactions in a currency other than Canadian dollars will be converted by MasterCard into Canadian dollars at a rate selected by MasterCard. Credit Transactions made for prior related debit Transactions in a currency other than Canadian dollars (such as a refund for a previous Purchase) may be less than the amount originally debited. The rate at which a Transaction is recorded on your Account may differ from the rate in effect on the Transaction date.

1. Statements

We will provide Administrators a monthly statement if there has been activity on the Account or if the Balance is greater than $1.00. Statements may not be sent on the same date on each month and therefore the payment due date may not always be the same. You must review each statement and notify us of any errors within 60 days of the statement date, failing which we will regard the statement as final, other than amounts credited in error, and you may not make any claim against us thereafter.

1. Payments and Interest

  1. The Business is responsible for the payment of Balance. You must ensure that we receive at least the minimum payment shown on each monthly statement on or before the payment due date shown on the statement. Our Disclosure Statement describes how the minimum payment is calculated. Payments are not credited to your account until we receive them. If a payment is received outside of our business hours, it will be treated as if it was received on our next business day. You may authorize us to debit your bank account each month on the payment due date either for the minimum payment due or the full balance. Your payment obligations continue to apply even if you do not receive a statement for any reason, and it is your obligation to contact us if you do not.
  2. We always charge interest on Cash Advances from the Transaction Date until we receive payment in full for such Cash Advances. We do not charge interest on new Purchases and fees that appear for the first time on a statement (“New Purchases”) if we receive payment of the full Balance shown on your statement on or before the payment due date. If we receive less than the full Balance by the payment due date, we charge interest on New Purchases starting from their Transaction date until we receive full payment for all New Purchases. Interest is calculated by multiplying the total interest-bearing portions of your Balance at the end of each day by the daily interest rate applicable to such portion. The daily interest rate is the annual interest rate shown on your statement divided by the number of days in the year. We do not charge interest on interest. No interest is paid on credit balances. Credit balances are not insured.

2. Communications

  1. You agree to receive all communications and documents in electronic form only, and agree to the use of “clickwrap” or similar mechanisms to sign documents. Such documents include without limitation this Agreement, the Disclosure Statement, other agreements you enter into with us, our privacy policy, statements, notices (including notices of any changes, updates or addenda to any of the foregoing), communications regarding complaints or other information related to your Card, your Account or any related products or services. We will make such communications and documents available to you by posting them to our website. You may also configure Account settings through our website so that we send you e-mails to alert you to any new communications. You must ensure that we have a current and accurate e-mail address. We are not responsible if you do not receive communications we send to an address you have specified and agree that any communications or documents we make available in the manner described above or attempt to send to you are deemed to have been provided to you in a timely manner.
  2. You are responsible for obtaining any hardware, software or services required to receive or sign communications or documents electronically. We may record telephone calls relating to your Account or Cards. If we send communications by post or courier, we will send such communications to the mailing address you have specified.
  3. You may withdraw your consent to receive communications and documents in electronic form at any time by providing notification of your withdrawal through our website. If you do, we will send paper communications and documents to the mailing address you have provided to us once we’ve had a reasonable time to process your withdrawal. Pending the completion of such processing, electronic communications and documents will continue to be made available. We will send you paper confirmation by mail that your withdrawal has been processed. Your withdrawal of consent does not affect the validity or enforceability of electronic communications or documents delivered prior to the effective date of your withdrawal. The provision of paper communications and documents by mail may be subject to additional fee, as set out in the Disclosure Statement.
  4. If you have a complaint or concern regarding us, your Account or any Card, please contact us through our website. You may also contact us by e-mail at support@caary.com or call us at +1(844)442-2279 . If you choose to contact us through e-mail, do not send confidential or personal information as e-mail is not a secure means of communication.

3. Security and Liability

  1. You are responsible for securing the use of your Account and your Cards, including any personal identification numbers, passwords and other credentials you select (“Passwords”) and any e-mail address, mobile phone, phone number or other device or account (“Authentication Devices”) that may be used to confirm your identity or the authenticity of a Transaction. Each Password is only for the personal use of the individual selecting it. Without limiting the generality of the foregoing, you must: (i) keep your Card in your possession and control; (ii) if using a virtual Card, keep your mobile phone in your possession and control and not allow anyone else to access or use your mobile phone; (iii) not disclose or share any Password with anyone; (iv) not write down any Password; (v) not use any Password that can be easily obtained or guessed; (vi) not allow anyone else to access or use your Card or any Authentication Device; (vii) ensure we have correct and current details of all Authentication Devices; and (viii) immediately notify us of any loss, theft or actual or suspected compromise of any Card, Password or Authentication Device or any unauthorized Transactions.
  2. You are not responsible for unauthorized Transactions that occur after you have notified us of any loss, theft or compromise of any Card.
  3. You are also not responsible for unauthorized Transactions where we complete an investigation and determine that: (i) the Card or Account was used by someone other than you without your consent; (ii) you did not receive any benefit from the Transaction; (iii) you fully cooperated with our investigation; and (iv) you were in compliance with this Agreement.

4. Non-Compliance

If: (a) the Business fails to make the minimum payment on or before the payment due date; (b) the Business fails to maintain the minimum balance minimum balance set out in the Disclosure Statement in its Linked Bank Account; (c) the Business becomes subject to any insolvency, bankruptcy, receivership or similar proceedings; or (d) you otherwise fail to comply with this Agreement or any other agreements between you and us, we may require the Business to immediately pay all amounts owing to us, and/or debit the Business’ bank account and apply it to all amounts owing to us, and to pay all our legal and other expenses incurred to collect all such amounts or retrieve Cards.

1. Termination

  1. An Administrator may terminate this Agreement at any time by sending us written notice. We may terminate or suspend this Agreement, your Account or any Cards at any time without notifying you in advance. Any termination or suspension of this Agreement will not relieve the Business of its obligation to pay all amounts owing to us.
  2. Any provision of this Agreement that by its nature is intended to survive, including the obligation of the Business to pay all amounts owing to us, shall survive the termination of this Agreement.

2. Miscellaneous

  1. We may change this Agreement, interest rates and Card features at any time by posting revisions to our website. Your continued use of your Account or any Card means that you accept such changes.
  2. We are not responsible or liable for any failure, error, malfunction or inability to use any Card or the Account, whether or not within our control. Our liability to you is limited to direct damages arising directly from our willful misconduct. We will have no liability for any other damages, including any consequential, incidental, indirect, special or punitive damages, or any loss of revenue, loss of profits, loss of expected savings, business interruption, loss of data or information or other pecuniary loss, even if we foresee or have been advised of the possibility of such damages. The limitations and exclusions of liability in this Agreement apply to any of our acts or omissions or those of our representatives, affiliates, agents, suppliers or service providers, and irrespective of the nature of the cause of action, including breach of contract, negligence, tort or any other legal or equitable theory, and will survive a fundamental breach or failure of the essential purpose of this Agreement or any remedy.
  3. This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario. You agree to submit to and be bound by the laws and the courts of Ontario in the event of any disputes arising in connection with your Cards, Account or this Agreement.
  4. If any provision of this Agreement is declared or found to be invalid, illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable or void. If the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.
  5. No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the parties. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof will be deemed of itself to constitute a waiver of such right or any other rights hereunder.
  6. This Agreement (including any other agreements or documents expressly referenced) constitutes the entire agreement between the parties with respect to its subject matter hereof and cancels and supersedes any prior understandings and agreements governing the same subject matter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement. You confirm that you have not been induced to enter into this Agreement by any statement not contained in this Agreement. You acknowledge and understand that other services or benefits that we may offer from time to time, or which are linked to or integrated with your Account or Cards, may be subject to separate agreements.
  7. We may assign your Account, Balance or our rights and obligations under this Agreement at any time without notice. You agree that we may disclose information about you, your Account or Cards to any prospective assignee. You must not assign or transfer your Account, any Card, this Agreement or any rights or obligations under this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise. Any such attempted assignment will be null and void.

3. Personal Information

Our collection, use or disclosure of your personal information will be subject to our privacy policy, which is available on our website.

1. Interpretation.

  1. When used in this Agreement, the term “including” means “including, but not limited to” and unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, and words denoting any one gender shall include all genders. The headings in this Agreement are for convenience only and do not affect the interpretation of the rest of the Agreement. When we refer to this Agreement or other agreements or documents, we are referring to this Agreement and those other agreements or documents as they may be amended, replaced or supplemented from time to time. In this Agreement.
  2. In this Agreement, capitalized terms have the meaning assigned to them and the following terms have the following meanings:
    1. “Account” means a credit card account we have opened and maintain in the name of the Business.
    2. “Administrator” means each individual designated by the Business to administer the Account and Cards.
    3. “Balance” means the total amount of all Transactions, fees, interest and other amounts charged to the Account less any payments or other credits posted to your Account.
    4. “Business” means the entity that has qualified for and opened an Account.
    5. “Card” means each physical or virtual credit card, each represented by a unique card number, that we issue to a Cardholder.
    6. “Cardholder” means each individual to whom we issue a Card under your Account.
    7. “Cash Advance” means a cash withdrawal from the Account (including for a transfer to bank or similar account), a transfer of any amount owing from another credit facility to the Account, or the purchase of items similar to or convertible into cash, such as prepaid cards, money orders, wire transfers, travellers cheques and gaming chips or instruments.
    8. “Disclosure Statement” means the statement we provide that discloses information about the Account and Cards, including interest rates and fees.
    9. “Linked Bank Account” means a deposit account in the name of the Business at a bank or similar financial institution that you have designated as such in the application process and as updated from time to time.
    10. “Purchase” means a purchase of goods, services or both that is charged to the Account, other than for items defined as a Cash Advance.
    11.  “Transaction” means a Purchase, Cash Advance or other charge to the Account.