CapitalOS User Agreement
CapitalOS User Agreement
Last Updated: January 24, 2025
This Agreement is made between User and CapitalOS and governs User's use of the Services (defined below). As used in this Agreement, "you" and "your" refers to User, and "we", "our" and "us" refers to CapitalOS.
⚠️ Important: This Agreement requires you to arbitrate any disputes in individual arbitration — not class arbitration. By accepting this Agreement, you waive any right to trial by jury and any right to participate in class action proceedings. See Section 16 for full details.
You may only use the Services if you accept this Agreement. Capitalized terms used in this Agreement are defined in Section 19.
If you are located in Nevada, South Dakota or Utah, CapitalOS means CapitalOS Financial Services LLC. CapitalOS has a Nevada Installment Loan License (No. IL11195), a Money Lender License (No. 248896.MYL), and a Commercial Financing Registration with the Utah Department of Financial Institutions. You may contact CapitalOS via your CapitalOS Dashboard, or at Suite 444, 9440 Santa Monica Boulevard, Beverly Hills, California 90210.
1. The CapitalOS Services
The CapitalOS Platform and the Services allow you to:
Obtain and manage Cards for use by you and your Authorized Users
Use Cards to access credit made available by CapitalOS
Fulfill periodic payments due to us for Card spend
Access, use, and connect to Third-Party Services
Subject to any supplemental terms we specify, access other optional services
We may change existing Services or provide new Services at any time without notice, provided that we will make commercially reasonable efforts to notify you in advance of any material change. Some Services may be delivered or supported by our affiliates, Third-Party Service Providers and Issuers and may require your agreement to supplemental terms.
2. Your CapitalOS Account
2.1 Opening a CapitalOS Account
(a) You must provide User Data and connect at least one Linked Account when submitting an application for a CapitalOS Account. You may also need to provide documentary information used to verify such User Data (such as corporate registration certificate, proof of address, or personal identification). Your failure to promptly provide requested information may result in the immediate suspension or termination of your CapitalOS Account and Cards.
(b) We provide User Data to Issuers and Third-Party Service Providers in connection with determining your eligibility for Services and Cards. CapitalOS, Issuers and Third-Party Service Providers rely on the accuracy of User Data when opening and maintaining your CapitalOS Account. You must obtain consent from your Administrators and Authorized Users to enable CapitalOS and Issuers to collect, use, retain, and disclose User Data as described in this Agreement and in the CapitalOS Privacy Policy.
(c) We may suspend or close your CapitalOS Account if we become aware, or reasonably believe, that User Data is incomplete, inaccurate or out of date. You represent and warrant that you will keep all such User Data current, complete and accurate.
2.2 Connecting a Linked Account
(a) You must connect a Linked Account to your CapitalOS Account to use the Services, including to make required payments.
(b) You represent and warrant that the Linked Account is a commercial purpose deposit account that belongs to you and that you have the right to authorize us to debit it. We do not take any responsibility for payments made into or out of the wrong Linked Account based on information that you provide. You may change Linked Accounts through your CapitalOS Dashboard or by submitting a support request.
(c) You must ensure that the balance in your Linked Account is sufficient to fund your payment obligations when they become due. We are not responsible for any overdraft or insufficient fund situation or charge caused by your failure to maintain a sufficient balance.
2.3 Administrators and Authorized Users
(a) You must appoint at least one Administrator. Administrators may add, remove, or manage additional Administrators and Authorized Users; request and manage Cards; set or change per-Authorized User spending limits; view transactions; run reports and download statements; and perform other tasks on your behalf.
(b) Authorized Users may use the Services (including Cards) and access certain functionality of your CapitalOS Account on your behalf. CapitalOS may prevent an Authorized User from using a Card until CapitalOS verifies the Authorized User's identity. You must ensure that each Authorized User is bound by obligations that are no less restrictive than those placed on you under this Agreement.
(c) We will assume that all actions taken by your Administrators and Authorized Users are authorized by you and conducted on your behalf. You are responsible for ensuring that these assumptions are correct at all times, and you must immediately notify us if they are incorrect in any way.
(d) We may request that you provide us with evidence that you implement processes that enable your compliance with the Administrator and Authorized User requirements set out in this Section 2.3.
2.4 Platform Provider
(a) If you are referred to the Services by a Platform Provider, we will work with the Platform Provider to facilitate your access to the Services. You appoint the Platform Provider as your agent for the purpose of facilitating your access to and use of the Services. The Platform Provider is not a bank and does not provide any banking services. However, the Platform Provider's branding may appear on your Cards.
(b) During the term of this Agreement you authorize us to retrieve, as your agent, your Platform Account transaction history and balance information from your Platform Provider.
(c) Despite the presence of a Platform Provider, the Services are always provided to you, by us, in accordance with this Agreement.
3. Cards
3.1 Cards
Through the Services, we may permit you to apply for, and obtain, one or more commercial Cards. Cards are issued by the Issuer identified on the back of physical Cards and in relevant program materials provided to you. Each Card remains the property of the relevant Issuer and must be returned upon request. We may cancel, revoke, repossess or restrict the use of Cards at any time. You agree that CapitalOS is the lender of record.
3.2 Spending Limits
(a) CapitalOS may decline to authorize a transaction that would cause you to exceed or violate any spending limits. You may view these limits through the CapitalOS Dashboard.
(b) When you open a CapitalOS Account, we will establish an Account Spending Limit for Cards available under your CapitalOS Account. We may increase or decrease the Account Spending Limit at any time based on risk and credit considerations. If you reach the Account Spending Limit prior to the end of a Billing Cycle, you will not be permitted to make any further Charges.
3.3 Balance Card Program
(a) This section applies if you are approved for the Balance Card Program.
(b) CapitalOS requires you to provide Collateral. If you do not provide Collateral within the timeframe requested, CapitalOS will prevent you from making Charges or delay activation of your Cards.
(c) Collateral will be held in a Bank Account subject to the Balance Card Program Addendum. You grant CapitalOS a lien and security interest in and to the Collateral.
(d) CapitalOS will establish your Account Spending Limit as the amount equal to the dollar amount of the Collateral on deposit. If your CapitalOS Account is terminated or your Available Spend falls to zero, you will not be permitted to initiate Charges.
(e) Under the Balance Card Program, all Amounts Due must be paid by midnight Eastern Time each business day. If CapitalOS is unable to collect Amounts Due from your Collateral, CapitalOS may debit outstanding Amounts Due from your Linked Account or require you to immediately wire transfer any uncollected Amounts Due.
(f) CapitalOS may reduce or remove the Collateral requirement. CapitalOS will cause the Collateral to be returned to you following the termination of this Agreement, less any Amounts Due.
3.4 Merchant Holds on Available Funds
When an Authorized User uses a Card at certain merchant locations where the final purchase amount is unknown at the time of authorization—such as hotels, restaurants, gas stations, and rental car companies—a hold may be placed on your aggregate amount available for Charges. Once the final transaction amount is received, it may take up to 30 days for the hold to be removed.
3.5 Declined Transactions
CapitalOS may decline to authorize a transaction involving any Card for security or any other reason, including if CapitalOS suspects the transaction is fraudulent, is subject to U.S. economic sanctions, or does not otherwise comply with this Agreement.
4. Payments to CapitalOS
4.1 Periodic Statements and Amounts Owed
(a) You must pay in full all Charges, Fines and other amounts owed by you at the end of each Billing Cycle.
(b) If you are not enrolled in the Balance Card Program, we will provide you with a Periodic Statement for each Billing Cycle identifying the amount owed.
(c) If you are enrolled in the Balance Card Program, on a monthly basis we will provide a Periodic Statement setting out your transactions during the previous month.
(d) For non-Balance Card Program Users, we will attempt to collect payment by debiting the amount owed first from your Linked Account, then from your Platform Account. If the debit is not successful, we will impose a late payment charge of up to the lesser of: (a) 5% of the unpaid amount for each month for which the amount remains unpaid; or (b) the maximum amount permitted by applicable law. We may also suspend your access to the Services.
4.2 Set Off and Collections
(a) Charges and other amounts owed that are not paid on time may be collected from any Linked Account currently linked, from any Platform Account, or set off from Collateral or any other amounts you owe to CapitalOS.
(b) Any failure to pay the full amount owed to us when required is a breach of this Agreement. You are responsible for all costs or expenses that we and our Issuers incur collecting amounts owed but not timely paid, including legal or collections fees.
4.3 ACH Authorization
📋 Note: This Section provides authorization to automatically debit your Linked Accounts and the Bank Account for all amounts you owe under this Agreement. Please read thoroughly.
(a) You authorize us, our affiliates, their respective assigns, and their respective financial services providers to collect amounts owed under this Agreement by debiting funds from your Linked Accounts using the Automated Clearinghouse (ACH) network governed by NACHA rules.
(b) To withdraw the debit authorization for a Linked Account, you must provide us 30-day advance notice and pay all amounts owed immediately. Such withdrawal does not terminate this Agreement or affect your obligation to pay all amounts owed.
(c) You may not withdraw your authorization for us to debit the Collateral in the Bank Account until all your obligations under this Agreement have been satisfied.
5. Requesting and Using Cards
5.1 Requesting Cards
Administrators may request Cards for Authorized Users through your CapitalOS Account. Card requests may be denied or canceled due to changes in an Issuer's or our policies, as required by law, or for other reasons we determine are appropriate.
5.2 Using Cards
Authorized Users may only use Cards for bona fide business-related Charges. You must establish and maintain sufficient controls to ensure that Cards are only used for your bona fide business purposes and in compliance with Card Network rules.
5.3 Split Transactions
Authorized Users may use Cards for Split Transactions. Some merchants do not permit Split Transactions. If an Authorized User seeks to conduct a Split Transaction, the Authorized User must tell the merchant the exact amount to charge on the Card.
5.4 Foreign Currency Transactions
If an Authorized User makes a transaction in a currency other than USD, the transaction will be converted into USD. Our margin is a currency conversion fee paid by you that will not exceed 3% of the rate applied to the local currency amount.
5.5 Automatic Billing Updates
Authorized Users may set up automatic billing or store Card information with a Permitted Party. If Card information changes, the Authorized User authorizes Issuer to provide updated information to a Permitted Party in its sole discretion.
5.6 Refunds and Returns
An Authorized User will not receive cash refunds for Card transactions. If a merchant gives an Authorized User a credit for merchandise returns or adjustments, the merchant may do so by processing a credit adjustment for the Charge. Authorized Users must not abuse the use of refunds.
5.7 Disputed Charges
If you have a dispute with a merchant, you should first contact the merchant. If a dispute is not appropriately addressed, you may submit a Chargeback via the CapitalOS Dashboard. You must report any disputed Charge or error no more than 60 days after the disputed Charge is posted to your CapitalOS Account. To avoid late fees, you should pay the disputed Charge while we determine the validity of the dispute, except where a provisional credit has been issued.
5.8 Renewal or Replacement Cards
CapitalOS may approve renewal or replacement Cards before current Cards expire. You must ensure Authorized Users destroy any expired physical Cards. Replacement Cards may have new account numbers that will require you to update the Card for scheduled or recurring payments.
5.9 Lost or Stolen Cards; Unauthorized Access
You must take adequate measures to prevent unauthorized Card transactions. You must immediately disable access to your Cards if you know or believe access to your CapitalOS Account or Cards has been compromised. You must promptly lock compromised Cards via the Services and notify us of any known or reasonably suspected unauthorized access or use. As between you and us, you are responsible for financial loss caused by Administrators, Authorized Users, or other persons that use your credentials to access the Services.
6. Requirements and Prohibited Activities
6.1 CapitalOS Account Eligibility
Only sole proprietors and companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs) may apply for a CapitalOS Account. Consumers, and companies registered outside the United States, are not permitted to use, or attempt to open or use, a CapitalOS Account.
6.2 Minimum Age
You must ensure that your Administrators and Authorized Users are all over the age of 18. If you are a sole proprietor, you must be at least 18 years old.
6.3 Permitted Uses
Your CapitalOS Account, Services, and Cards may only be used for your bona fide business expenses. Your CapitalOS Account, Services, and Cards may not be:
Used for any purpose that is unlawful or prohibited by this Agreement
Used for any personal, family, or household use
Used for the benefit of an individual, organization, or country blocked or sanctioned by the United States (including those identified by OFAC)
Provided to or used for unaffiliated third parties
Used for any other activities not for your benefit
6.4 Prohibited Activities
We will not approve and may suspend or terminate CapitalOS Accounts and Cards that we know or believe are engaged in any of the prohibited activities identified in the Prohibited Activities List, or any other restricted category as determined by us or an Issuer in our or their sole discretion.
6.5 Suspension and Termination
We may immediately suspend or terminate access to your CapitalOS Account, the Services or Cards if we believe in our sole discretion that you have violated this Section 6, if required by an Issuer, or to comply with applicable laws or regulations. You will pay all fines and penalties imposed on us or any of our affiliates as a result of your breach of this Section 6.
7. Fees
We will not charge you any fees (other than the late payment charge referred to in Section 4.1(b) and the foreign currency margin referred to in Section 5.4) to use the Services. However, you remain responsible for:
All amounts payable by you under this Agreement, including Charges and Fines associated with your use of Cards
All fees charged by your Platform Provider, which may include fees that are payable when you access the Services via the Platform Provider
8. Ownership and License
As between you and us, we and our licensors own the CapitalOS Platform, Services and related technology, including all intellectual property rights ("CapitalOS Property"). You may not modify, reverse engineer, create derivative works from, or disassemble CapitalOS Property. We grant you a nonexclusive and nontransferable license to use CapitalOS Property as permitted by this Agreement. This license terminates upon termination of this Agreement.
9. Privacy and Data
9.1 Privacy Policy
The CapitalOS Privacy Policy describes how we collect, use and share Personal Information. The provisions of this Agreement dealing with User Data supplement the CapitalOS Privacy Policy.
9.2 Data Use and Disclosure
We, Issuers and Card Networks collect and process User Data through your use of Cards, the Services, and Third-Party Services. We may use and disclose User Data for providing Services, as required by law, for underwriting, identity verification, and fraud prevention, to analyze and report transactions, for internal analytics and reporting, and as otherwise permitted by law or the CapitalOS Privacy Policy.
9.3 Marketing and Promotions
We will not share any User Data with third parties for marketing their unaffiliated products without your consent, but may use User Data to identify Services, Third-Party Services, and programs that we believe may be of interest to you.
9.4 Feedback
You acknowledge and agree that any Feedback you submit is not confidential. We have no obligation to compensate or credit you for Feedback you provide. You grant us a royalty-free, irrevocable, perpetual, nonexclusive, worldwide license to use, copy, display, publish, distribute or otherwise commercialize any Feedback or derivative works based on the Feedback.
9.5 Identification as Customer
We may publicly reference you as a CapitalOS customer on our website or in communications during the term of this Agreement. Please notify us if you prefer that we not identify you as a CapitalOS customer and we will use best efforts to remove references to you.
10. Disclaimer of Warranties
10.1 General Disclaimer
THE CAPITALOS PLATFORM, SERVICES AND CAPITALOS PROPERTY ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. WE DISCLAIM ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES.
10.2 Third-Party Services Disclaimer
We do not provide, control, recommend or endorse Third-Party Services. We do not provide support for and disclaim all liability arising from failures or losses caused by or relating to Third-Party Services.
10.3 Services Disclaimer
The Services provided under this Agreement: (a) may not be accurate and error-free; (b) may contain defects and not meet your specific needs; (c) may not be uninterrupted, secure, or free from hacking, viruses, or malicious code; and (d) may not be usable at any particular time or location. We are not liable for any losses or damages that may occur if these risks arise.
11. Limitation of Liability
⚠️ Important: Please review this limitation of liability carefully. It limits CapitalOS's financial responsibility to you.
Neither CapitalOS, Issuer, their respective affiliates, or any of their respective employees, officers, directors, or Third-Party Service Providers is liable to you for consequential, indirect, special, exemplary, or punitive damages, lost profits, damage attributable to reputational harm, physical injury or property damage, or lost revenue arising from or related to this Agreement or to the Services or Cards.
To the maximum extent permitted by applicable law, our aggregate liability to you under this Agreement for all claims is limited to the greater of:
The total card interchange attributable to your Charges received by CapitalOS during the 3 months preceding the event that is the basis of your claim
$1,000
12. Indemnification
You will indemnify us, the Issuers, their respective affiliates, and each of their respective employees, officers, directors, and Third-Party Service Providers and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses arising out of or relating to:
Your breach of this Agreement or any act (or failure to act) by any Administrator or Authorized User that would constitute a breach
Your breach of any terms applicable to any Third-Party Services
Amounts owed by you to third parties
Acts or omissions of Administrators, Authorized Users, or your other employees or agents
Your use of Third-Party Services
Disputes between you and any merchant
Your actual or alleged infringement of a third party's intellectual property
Alleging gross negligence, fraud or intentional misconduct by you, your Administrators or Authorized Users
Alleging violation of law or Card Network or NACHA rules
13. Term and Termination
13.1 Term
This Agreement will continue until terminated by either you or us.
13.2 User Termination
You may terminate this Agreement by paying all amounts owed and providing notice to us. You remain responsible for Charges, Fines, and other amounts owed as at the date of termination.
13.3 CapitalOS Termination or Suspension
We may terminate this Agreement at any time for any or no reason by providing you with at least 28 days advance notice. We may also terminate or suspend your CapitalOS Account immediately if:
You breach this Agreement, Card Network rules or NACHA rules, or violate law
You fail to pay when due any amounts you owe in connection with the Services
You file for dissolution or bankruptcy
You use inaccurate or false information when you apply for your CapitalOS Account
You pose unacceptable regulatory, reputational, or financial risk to us or an Issuer, as determined by us in our sole discretion
An Issuer or Card Network terminates the Card program or ceases issuing or honoring Cards
13.4 Consequences of Termination
Upon termination of your CapitalOS Account, you will no longer have access to the Services and any related Cards will immediately expire. If you reapply or reopen your CapitalOS Account, you are consenting to the Agreement in effect at that time.
14. Notices and Communications
14.1 CapitalOS Notices
Our notices to you will be effective when provided electronically through the Services, via email, or via SMS to the contact information provided to us. Notices will be deemed received 24 hours after they are sent, provided that notices captioned "URGENT" or "READ IMMEDIATELY" will be deemed received when sent.
14.2 User Notices
Your notices to us must be in writing, and sent to: legal@capitalos.com
14.3 Electronic Communications
You consent to us providing electronic notices to you and to Administrators and Authorized Users, including those required by law. Consent to receive notices electronically may be withdrawn only by closing your CapitalOS Account.
14.4 SMS Messages
We may send your Administrators and Authorized Users SMS messages. Administrators or Authorized Users may cancel SMS messaging at any time by texting "STOP" to the short code. Message and data rates may apply.
15. Governing Law
This Agreement will be construed and enforced in accordance with the laws of the State of New York, except that the Federal Arbitration Act (9 USC 1-16) will govern arbitration conducted under this Agreement.
16. Binding Arbitration
⚠️ Please read this section very carefully. It limits your rights if there is a dispute between you and us.
16.1 Cooperation to Resolve Disputes
The parties will cooperate and attempt in good faith to resolve any Agreement Dispute promptly by negotiating between persons who have authority to settle the Agreement Dispute.
16.2 Arbitration
All Agreement Disputes will be finally resolved by one arbitrator in accordance with the most current version of the Comprehensive Arbitration Rules and Procedures published by JAMS. The place of arbitration will be New York, New York unless you and we agree to another location. The arbitral award will be final and binding. The parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived.
16.3 Class Waiver
To the fullest extent permitted by law, each of the parties agrees that any dispute arising out of or in connection with this Agreement will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury.
16.4 Arbitrator Decision
Subject to the limitations of liability identified in this Agreement, the appointed arbitrator may award monetary damages and any other remedies allowed by the laws of the State of New York. The arbitrator will not have the authority to modify any term or provision of this Agreement. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
16.5 Confidentiality of Proceedings
The arbitration proceedings will be confidential to the extent permitted by applicable law. The parties will not disclose the existence, content or results of any proceedings conducted in accordance with this Section 16, and materials submitted in connection with such proceedings will not be admissible in any other proceeding.
17. General Provisions
17.1 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.
17.2 Assignment
We may assign, pledge, delegate or otherwise transfer this Agreement or our rights, powers, remedies, obligations, and duties of performance under this Agreement at any time. You may not assign this Agreement or any rights under this Agreement without our express written consent.
17.3 Headings and Interpretation
The phrases "including", "for example", or "such as" do not limit the generality of the preceding words. The word "or" will be read to mean either...or...or any combination of the preceding items; and provisions listing items using "and" require all listed items.
17.5 Modifications to this Agreement
We may modify this Agreement by posting an amended version and including the date of the revision. If such modifications constitute a material change, we will provide you with reasonable prior notice. If you do not accept any modification, you must close your CapitalOS Account. If you continue to use the Services after a modification takes effect, you will be deemed to have consented to the modification.
17.6 Waiver
Any waiver, modification, or indulgence that we provide to you applies only to the specific instance involved and will not act as a general waiver under this Agreement for any other or future acts, events, or conditions.
17.7 Severability
If any provision of this Agreement is determined by any court or governmental authority to be invalid, illegal, or unenforceable, this Agreement will be enforced as if the unenforceable provision were not present.
17.8 Survival
The following sections survive termination of this Agreement: Section 4 (Payments to CapitalOS), Section 9 (Privacy and Data), Section 10 (Disclaimer of Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Term and Termination), Section 15 (Governing Law), Section 16 (Binding Arbitration), Section 17.1 (Legal Process), Section 17.2 (Assignment), and any other provisions giving rise to continued obligations of the parties.
17.9 Entire Agreement
This Agreement constitutes the entire understanding between you and us regarding the subject matter of this Agreement, and supersedes any and all prior oral or written understandings or agreements between us and you.
18. State-Specific Terms
18.1 Vermont
If you are located in Vermont, 8 V.S.A. § 2201 (12)(A) applies to this Agreement, meaning that the Card Spending Limit is an unsecured commercial loan, which loan is expressly subordinate to the prior payment of all of your senior indebtedness regardless of whether such senior indebtedness exists at the time of the loan or arises thereafter.
19. Definitions
"Account Spending Limit" — The maximum aggregate amount available for charges across all Cards associated with your CapitalOS Account during a Billing Cycle.
"ACH" — The Automated Clearinghouse network, which is governed by NACHA.
"Administrator" — An employee that you authorize to manage your CapitalOS Account.
"Agreement Dispute" — Any dispute, controversy, or claim arising out of or relating to this Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity of this Agreement.
"Amounts Due" — Any amounts related to Charges, fees, penalties, finance charges, and other amounts incurred through use of your Cards.
"Authorized Users" — The employees, contractors, agents, or other individuals you designate via the Services as users of the Services (including the Cards).
"Available Spend" — The aggregate dollar amount available for Charges on all Cards. Equal to your Account Spending Limit minus the amount of any outstanding unpaid amounts and holds on your Cards.
"Balance Card Program" — A version of the Services with an Account Spending Limit supported by your Collateral held on deposit in a Bank Account, requiring you to repay all outstanding amounts each business day.
"Billing Cycle" — The billing period identified in the CapitalOS Dashboard.
"CapitalOS" — CapitalOS, Inc. and its affiliates.
"CapitalOS Account" — An account with CapitalOS that enables you to access the Services.
"CapitalOS Dashboard" — The user interface via which you and your Administrators may administer your CapitalOS Account.
"Card" — A physical or virtual commercial payment card issued by an Issuer.
"Card Network" — A payment card network, such as Visa and Mastercard.
"Card Program Manager" — The manager of the Card program, which as at the last updated date of this Agreement is Increase Technologies, Inc.
"Charge" — A charge that you or an Authorized User incur on a Card.
"Chargeback" — A request initiated by a payment card user to invalidate a completed payment card charge, also defined as a "Dispute" by certain Card Networks.
"Collateral" — Cash funds that you provide to CapitalOS to act as security for your liabilities under this Agreement.
"Feedback" — Feedback, suggestions, ideas, or requests you submit or otherwise communicate to us by any means.
"Fines" — All fines, fees, penalties, or other charges imposed by us, an Issuer or regulatory authority arising from your breach of this Agreement, any law, any regulation or any Card Network or NACHA rules.
"Issuer" — An issuer of Cards, which as at the last updated date of this Agreement is First Internet Bank of Indiana, Member FDIC, pursuant to a license from Visa Inc.
"Linked Account" — A linked funding account with a U.S. depository institution.
"NACHA" — The National Automated Clearinghouse Association.
"Periodic Statement" — A periodic statement identifying the Charges, Fines, reimbursements and other amounts charged to your CapitalOS Account, as well as any refunds, Chargebacks, payments or other amounts credited to your CapitalOS Account.
"Permitted Party" — Collectively, a merchant or other third party permitted by an Authorized User to receive updated Card or CapitalOS Account information through the automatic billing updater.
"Personal Information" — Information that identifies or could reasonably be used to identify a natural person.
"Platform Account" — An account in your name held by a Platform Provider.
"Platform Provider" — A platform that facilitates your access to the Services.
"Services" — Services provided through the CapitalOS Platform (excluding any Third-Party Services).
"Single Transaction Limit" — The maximum aggregate amount available to be charged to a particular Card for a single transaction.
"Split Transaction" — A transaction in which an Authorized User instructs the merchant to initiate a Charge for part of the total amount owed while paying the remaining amount with cash or another card.
"Third-Party Services" — Services and data provided by third parties connected to or provided through Services.
"Third-Party Service Provider" — Any provider of any Third-Party Service or other third party that assists us in providing the Services to you, or that supports our internal operations.
"User" — An entity or sole proprietor applying to create a CapitalOS Account.
"User Data" — Information or documentation provided to us by you or on your behalf under this Agreement, including business information, names and contact information of your Administrators, Authorized Users and beneficial owners, and Linked Account information.
Prohibited Activities List
Prohibited Businesses and Persons
The following may not open or attempt to open an account with, or utilize services provided by CapitalOS:
Entities and persons listed on the specially designated nationals (SDN) list published by the United States Treasury Office of Foreign Asset Control
Entities and persons identified for comprehensive financial sanctions by the United States Department of State
Prohibited Business Activities
Users that are primarily engaged in the following activities as a business will be prohibited from using Services:
For any illegal purposes
Sale of Schedule I controlled substances with or without a pharmaceutical license, or sale of Schedules II-V controlled substances without a pharmaceutical license
Production, sale, or distribution of marijuana
Production, sale, or distribution of guns, accessories, ammunition, and other weapons
Gambling, betting, lotteries, sweepstakes, or games of chance
Sale of cigars and tobacco
Purchase, sale, or mining of cryptocurrency
Financial services providers including banks or bank affiliates, securities brokers, money transmitters, stored value providers, debt repayment providers, ATMs, or wire transfer agents
Crowdfunding or fundraising campaigns
Sale of pornography or other explicit video or image content
Prostitution, escort, or dating services
Telemarketing or timeshare dealers
Sale of counterfeit or "gray market" goods or services
Get-rich-quick schemes, multi-level marketing, or activities that may be considered unfair, deceptive, or abusive acts or practices (UDAAP)
Facilitation of bail bonds, bail payments, court fees, fines, child support payments, and alimony payments
Businesses not selling bona fide goods or services
Accounts designed to hide ownership identity
Use of CapitalOS services for personal, family, household use, or any non-commercial use
Activities that CapitalOS, in its sole discretion, identifies as high-risk
Use of the Services that is inconsistent with or prohibited by the Agreement
Prohibited Transaction Activities
Users will be prohibited from making Transactions involving the following activities:
Purchase of any illegal goods or services
Purchase of Schedule I controlled substances with or without a pharmaceutical license, or purchase of Schedules II-V controlled substances without a pharmaceutical license
Purchases from entities or persons on the SDN list published by OFAC or identified for comprehensive financial sanctions by the Department of State
Purchase of marijuana
ATM withdrawals or cash advances
Purchases associated with gambling, betting, lotteries, sweepstakes, or games of chance
Purchase of cryptocurrency
Purchase of securities or other financial instruments
Use of the card for loan repayment or debt servicing
Use of CapitalOS services for personal, family, household use, or any non-commercial use
Activities that CapitalOS, in its sole discretion, identifies as high-risk
Use of the Services that is inconsistent with or prohibited by the Agreement
Please contact us at support@capitalos.com if you are unsure whether your business or activities are permitted by CapitalOS.
E-SIGN Consent
This Electronic Communication Disclosure ("E-SIGN Consent") applies to all communications and/or disclosures that we are legally required to provide to you in writing in connection with your Account and any related products and services ("Communications"). This E-SIGN Consent supplements the CapitalOS User Agreement.
1. Consent for Electronic Signatures, Records and Disclosures
Your consent to the electronic delivery of disclosures will be required before you can begin using your CapitalOS Account. If you are unable or unwilling to provide such consent, please do not enroll for a CapitalOS Account.
2. Scope of Communications
When you use a product or service to which this E-SIGN Consent applies, you agree that we may provide you with any Communications in electronic format. Your consent to receive electronic communications includes, but is not limited to:
All legal and regulatory disclosures associated with your CapitalOS Account
Your CapitalOS User Agreement and any notices about a change to the agreement
Privacy policies and notices
Error resolution policies and notices
Responses to claims filed in connection with your CapitalOS Account
Notices regarding insufficient funds or negative balances
3. Method of Providing Communications
All Communications that we provide to you in electronic form will be provided by access to our website or by email.
4. How to Update Your Records
It is your responsibility to provide us with a true, accurate and complete email address and contact information, and to maintain and update promptly any changes in this information. You may update your information by logging into your CapitalOS Account and updating your profile.
5. Hardware and Software Requirements
To access, view, and retain electronic Communications, you must have: a PC or Mac compatible computer or other device capable of accessing the Internet, Internet Browser software that supports at least 128-bit encryption, and a PDF file reader for some documents.
6. Requesting Paper Copies
We will not send you a paper copy of any Communication unless you request it. To request a paper copy, contact us at: legal@capitalos.com
7. Communications in Writing
All Communications in either electronic or paper format from us to you will be considered "in writing."
8. Federal Law
Your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce subject to the federal Electronic Signatures in Global and National Commerce Act.
9. Termination/Changes
We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications.
10. How to Withdraw Consent
You may withdraw your consent to receive Communications in electronic form at any time by sending us a written request. If you withdraw your consent, your CapitalOS Account and all associated cards will be closed and we will send subsequent required communications to you in writing at the most current address we have on file. We will not impose any fee to process the withdrawal of your consent.
Balance Card Program Addendum
This Balance Card Program Addendum is incorporated into and made a part of the CapitalOS User Agreement. Capitalized terms used in this Addendum that are not otherwise defined will have the meaning provided in the CapitalOS User Agreement.
1. Definitions
"Bank" — First Internet Bank of Indiana, Member FDIC.
"Bank Account" — A bank depository account provided by the Bank.
"Banking Services" — The Bank Account and money movement services provided by Bank.
2. The Bank Account
Bank has established a custodial deposit account to hold Collateral deposited by CapitalOS's customers for the benefit of CapitalOS and CapitalOS's customers. Bank will hold title to all funds deposited in the Bank Account for the proportionate benefit of CapitalOS's customers. The funds will be held in the Bank Account until such time as CapitalOS directs a transfer. You authorize CapitalOS, acting as your designated agent, to instruct the Bank to make transfers to and from the Bank Account.
3. Your Relationship with Bank
CapitalOS is not a bank. CapitalOS partners with the Bank to provide the Banking Services to you. The Bank is an intended third party beneficiary of the CapitalOS User Agreement, including this Addendum. You acknowledge and agree that funds transferred into the Bank Account may be pooled and commingled with funds of CapitalOS and other CapitalOS customers. The Bank does not charge CapitalOS customers any fees for these Banking Services.
4. Your Relationship with CapitalOS
You appoint CapitalOS to act as your agent for the purpose of the fulfillment of the Banking Services, including to receive and provide notices and communications on your behalf, maintain records of the Bank Account and transactions, and authorize and direct the Bank to debit and credit accounts at other financial institutions.
5. CapitalOS Relationship with Bank
You acknowledge and agree that CapitalOS provides certain services to and acts on behalf of the Bank. You acknowledge and expressly agree to CapitalOS acting as both your agent and as the agent for the Bank for purposes of the CapitalOS User Agreement and the Banking Services. You hereby waive any conflict resulting from such relationships.
6. Identity; Cooperation
You authorize CapitalOS and Bank, directly or through third parties, to make any inquiries they consider necessary to validate your identity. The Bank reserves the right to close, suspend or limit access to the Banking Services in the event CapitalOS or Bank is unable to obtain or verify this information.
7. Disclaimer
THE BANKING SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. NEITHER BANK NOR CAPITALOS GUARANTEES CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE BANKING SERVICES.
Cash Back Program Addendum
1. Cash Back Program
These Cash Back Program Addendum terms are applicable if you are offered, and accept, enrollment in a program that allows you to earn cash back on eligible purchases made using your Card(s). The cash back percentage will be shown during the enrollment process.
2. Cash Back
At the end of each billing period and after you pay your balance in full, CapitalOS will apply to your Account a cash back amount based on the transactions made on your Card(s) during the billing period. You may then choose to use your Account's cash back to pay your Card balances.
3. Limitations on Cash Back
You will only be entitled to cash back if your Account is in good standing and not overdue. Cash back may only be used to offset your future liabilities to CapitalOS. Cash back is not cash and is not redeemable for cash. There is one cash back balance per Account.
4. Eligible Purchases; Adjustments
Eligible purchases are settled purchases for goods and services that comply with the Agreement. Eligible purchases do not include any transaction prohibited under the Agreement, or any fees, Charges or Fines. If you receive cash back for an eligible purchase that is subsequently returned, refunded or credited, we may adjust your Account's cash back balance accordingly.
5. Termination
If the Agreement is terminated, you will lose any cash back balance that is associated with your Account, and you will not be entitled to earn any cash back on transactions made on your Card(s) prior to termination.
6. Changes to Cash Back Program
We may change the terms applicable to cash back, including the rate at which you earn cash back. We will give you advance notice of any change by post, email or other form of electronic communication.
7. Taxes
You are responsible for any tax liability you incur related to the cash back program.
Disclosure: CapitalOS is the sole administrator of the cashback program and is responsible for any cashback. CapitalOS' partners, including First Internet Bank of Indiana, are not involved in this program.