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CARDONFILE Terms of Use

Last Updated: February 11, 2026

These Terms of Use (the "Terms") are a binding agreement between you or the entity you represent ("you" and "your") and Basis Theory, Inc. ("Basis Theory") that governs your access to and use of the Services (as defined below).

These Terms are effective upon the date you first access or use the Services (the "Effective Date") and continue until you or Basis Theory terminates these Terms. Your access to and use of the Services may also be subject to additional terms and conditions presented to you through the Services or otherwise agreed to by you in connection with the Services.

ANY DISPUTE BETWEEN YOU AND BASIS THEORY RELATED TO THESE TERMS OR THE SERVICES IS SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION, AS OUTLINED IN THE SECTION TITLED "DISPUTE RESOLUTION BY BINDING ARBITRATION."

Definitions

  • "Associated Agent" means any software program or system that you authorize to conduct Transactions on your behalf.
  • "Associated Agent Provider" means the third-party provider of the Associated Agent.
  • "Applicable Law" means all applicable laws, rules, and regulations.
  • "Card Network" means Visa International Service Association ("Visa"), Mastercard Incorporated ("Mastercard"), or another payment card network, as applicable.
  • "Merchant" means a merchant with which you transact under the Services.
  • "Services" means the secure payment delegation service available at https://cardonfile.ai/ or otherwise made available by Basis Theory that integrates with one or more Associated Agent Providers, allowing your Associated Agent to initiate Transactions on your behalf using Virtual Cards.
  • "Transaction" means a transaction initiated by you or an Associated Agent via the Services in which (a) you or an Associated Agent direct Basis Theory to generate a Virtual Card, (b) you or an Associated Agent transmit the Virtual Card to a Merchant, and (c) you or an Associated Agent receive from the Merchant requested products, services or information.
  • "Virtual Card" means a temporary virtual payment card provided to you by the Card Network through the Services, which is issued by an issuing third-party bank.

Agreement to these Terms

By using the Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. In that case, "you" and "your" will refer to that entity.

Access to and Use of Services

You may use the Services only if you comply with these Terms, you are a human that is 18 years or older, you are capable of forming a binding contract with Basis Theory, and you are not otherwise barred from using the Services under Applicable Law. Basis Theory may limit or terminate your access to the Services at any time, without notice. You agree not to circumvent or attempt to circumvent the security of the Services for any purpose, including to use any portion of the Services for which you are not authorized. You agree to use the Services in a lawful manner, in compliance with all Applicable Laws.

As part of the Services, you must create a user account. You are responsible for all use of the Services through your account and for maintaining the confidentiality of your account credentials and secret API keys.

Furthermore, as part of the Services, an Associated Agent may propose Transactions to you for your review and approval. BASIS THEORY IS NOT RESPONSIBLE FOR (A) THE ACTS OR OMISSIONS OF ASSOCIATED AGENT, (B) YOUR OR AN ASSOCIATED AGENT'S USE OF A VIRTUAL CARD, (C) FOR ANY TRANSACTION, OR (D) ANY MERCHANT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF AN ASSOCIATED AGENT UNDER THE SERVICES AND FOR ANY TRANSACTION.

Transaction Limits

Basis Theory in its sole discretion, may establish and impose transaction limits on the creation of Virtual Cards and frequency, value, and scope of Transactions.

Third-Party Services

The Services integrate with certain third-party services, including the Associated Agent Provider and Card Network. Basis Theory is not responsible for any third-party services (including any Associated Agent Provider or Card Network) or their products or services, and you acknowledge and agree that you are solely responsible for and assume all risk arising from your use of any third-party services.

The Card Network shall be deemed a direct and intended third-party beneficiary of these Terms and shall have the right to enforce these Terms against you as if it were in the position of Basis Theory under these Terms. There shall be no other third-party beneficiaries under these Terms.

Furthermore, the Card Network reserves the right to decline, suspend or terminate any Transaction or your use of the Services at any time, and shall not be responsible or liable for the Services or any other products or services offered by Basis Theory.

Acceptable Use Policy

You agree to comply with Basis Theory's Acceptable Use Policy for the Services. In addition, Basis Theory may update the Acceptable Use Policy from time to time, and Basis Theory and the Card Network reserve the right to place other limits and restrictions on your Virtual Card or any Transaction or Merchants, including by rejecting any Transaction.

Data Privacy

Basis Theory processes, analyzes, and manages information you provide in accordance with its Privacy Policy, which explains how and for what purposes Basis Theory collects, uses, retains, discloses, and safeguards information provided in connection with the Services. You acknowledge that Basis Theory may update its Privacy Policy from time to time.

Indemnification

You agree to indemnify and hold harmless the Basis Theory and its officers, directors and employees (collectively, the "Indemnitees") from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys' fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against any Indemnitee by a third party, including any Merchant or Associated Agent Provider, due to (a) your use of the Services or the Virtual Card; (b) the acts or omissions of you or an Associated Agent; (c) your violation of Applicable Law or these Terms; (d) your fraud, gross negligence, or willful misconduct; or (e) any dispute between you and any third party, including a Merchant or Associated Agent Provider. Basis Theory may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Basis Theory for the reasonable fees of such counsel and all related costs and reasonable expenses.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, BASIS THEORY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

FURTHERMORE, BASIS THEORY IS NOT RESPONSIBLE FOR ANY ASSOCIATED AGENT OR ANY THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO ANY ERRORS, MALFUNCTIONS, OR SECURITY BREACHES RELATED TO ANY ASSOCIATED AGENT OR THIRD-PARTY SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ANY ASSOCIATED AGENT YOU USE IN CONNECTION WITH THE SERVICES AND ALL ACTS OR OMISSIONS BY YOU OR SUCH ASSOCIATED AGENT ARISING FROM OR RELATED TO THE SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASIS THEORY IS NOT LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR TO THE SERVICES. YOU ACKNOWLEDGE THAT BASIS THEORY SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN CONNECTION WITH ANY BREACH, FAILURE OR OTHER PROBLEM OR ISSUE WITH RESPECT TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASIS THEORY'S TOTAL LIABILITY ARISING FROM OR RELATED TO THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS ($100.00). THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND BASIS THEORY.

Dispute Resolution by Binding Arbitration

Agreement to Arbitrate

You and Basis Theory agree to arbitrate any and all claims or disputes arising from or related to your attempted or actual use of the Services or these Terms ("Dispute") before a neutral arbitrator who has the power to award the same damages and relief that a court can.

ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST BASIS THEORY.

If any section of these arbitration provisions is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE.

Your agreement to arbitrate and these related terms are made pursuant to a transaction involving interstate commerce and are governed by the Federal Arbitration Act and not any state arbitration law.

Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within 90 days after the cause of action accrues.

Process for Arbitration of Disputes

All disputes shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in your state of residence at a location that is reasonably convenient for both parties. For a copy of the procedures, to file a claim or for other information about the AAA, contact: AAA, 335 Madison Avenue, New York, NY 10017 or at www.adr.org.

If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in San Francisco County, California, or another mutually agreeable location.

Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators' decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.

All determinations as to the scope, interpretation, enforceability, and validity of these Terms shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.

IF YOU DO NOT AGREE TO THE TERMS OF THESE ARBITRATION PROVISIONS, DO NOT USE THE SERVICES.

Governing Law

These terms are governed by the laws of the State of California, without regard to its conflict of laws provisions.

Assignment

Basis Theory may assign or transfer these Terms without your consent. You may not assign or transfer any part of these Terms without Basis Theory's prior written consent.

Severability

The invalidity or unenforceability of any of the provisions of these Terms, or the invalidity or unenforceability of the application thereof to any individual, entity, or circumstance, shall not affect the application of such provisions to individuals, entities, or circumstances other than those as to which they are held invalid or unenforceable, and shall not affect the validity or enforceability of any other provisions of these Terms.

Entire Agreement

These Terms (including any additional terms incorporated by reference herein) constitute the entire understanding between you and Basis Theory regarding the subject matter of these Terms, and no other agreements, representations, or warranties other than those provided in these Terms will be binding unless in writing and signed by you and Basis Theory.

Changes to These Terms

Basis Theory may update the Terms from time to time in its sole discretion. If Basis Theory updates these Terms, Basis Theory will communicate changes to you by posting the updated Terms on the Services and/or sending other communications to you. It's important that you review these Terms whenever Basis Theory updates them or you use the Services. If you continue to use the Services after we have posted updated Terms, then it means that you accept and agree to the changes. If you do not agree to be bound by the changes, then you may not use the Services anymore. Because the Services are evolving over time, Basis Theory may change or discontinue all or any part of the Services, at any time and without notice, at its sole discretion.

Taxes

You are responsible for paying any and all Taxes applicable to any Transactions or use of the Services. "Tax" or "Taxes" means any applicable taxes and duties imposed by any governmental authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.

No Agency

Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Basis Theory and you. If the Terms expressly establish an agency relationship between you as principal and Basis Theory as agent, the agency conferred, including your rights as principal and a Basis Theory's obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you and will in no event establish an agency relationship for tax purposes.

Reservation of Rights

Basis Theory and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Notices

Any notices or other communications provided by Basis Theory under these Terms will be given: (a) via email; or (b) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights

Basis Theory's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Basis Theory. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Basis Theory at support@basistheory.com.