Effective date: May 16, 2025
These Terms of Use together with attachments and addendums incorporated herein constitutes a binding legal agreement (the "Agreement", or "Terms of Use", or "Terms") between you (or the "Company") and us (or "Karta") with regard to the provision of online financial services. This Agreement governs your access and use of our services. Please read it carefully.
1. Definitions
Capitalized terms in these Terms of Use are defined as follows:
Account means your Company’s account(s) with Karta that is/are used to access the Services;
Budget means a virtual space in your Account that can be used to track your company's expenses and spending by department, project, season, vendor, client, etc.;
Company, or you means the US company that is applying for or has opened an Account to use the Services;
Karta, or we means Karta Finance, Inc., a Delaware corporation;
Know Your Business (KYB) means our regulatory and legal obligation to verify the identity of any entity we do or intend to do business with.
Third-Party Service means service and data provided by Third-Party Services Providers connected to or provided through your Account. Third-Party Services include accounting or expense management platforms, payment processors and e-commerce platforms;
Third-Party Service Provider means any third party that provides other services related or connected to, or provided through the Services and Account(s); or assists us in providing the Services to you or supports our internal operations (such as Rain, Inc.);
Service means our Site, along with our related websites, networks, applications, mobile applications, and other services provided by us hereunder including (i) financial products, technology, expense management, cash management, payment services, integrations with Third-Party Service; (ii) Card Transactions; and (iii) secure communication of Data between you, Third Party Services Providers and Karta; and (iv) all other services provided by Karta through your Account;
Site means website karta.io;
User means any employee, contractor, or agent authorised to use the Services on Company’s behalf, and includes Owner, Budget Manager, and other account roles;
Words in the singular include the plural, and words in the plural include the singular.
Titles and headings to Clauses are for convenience of reference only and do not constitute a part or affect the meaning or the interpretation of the Agreement.
2. Services
2.1. Account. Account lets you combine your personal financial information from your company debit cards, current accounts from banks and other financial institutions in one clear view. To do this, Karta requests needed information from your bank. You explicitly consent to Karta having the right to act in your name to contact the banks, and to retrieve and (in line with our Privacy Policy) use the needed information, in respect of the bank accounts that you add into your Account.
2.2. Cards. You may only use corporate cards (the "Cards"), which are issued under license from Visa by Evolve Bank & Trust or other our partner bank, to make bona fide business purchases at merchants that accept such payment.
You are responsible for any charges resulting from subscriptions or recurring charges even where they result from a cardholder neglecting to cancel the subscription or recurring charge. Karta is not responsible for any losses, damages, or harm caused by any charges that are denied or reversed.
You and your Users are responsible for securing Cards, account numbers and card security features (including the CVV). Company is responsible for charges, fees and penalties resulting from cardholders’ failure to exercise reasonable care in safeguarding Cards from loss or theft, or failure to promptly report loss or theft, and for all other transactions on Cards issued to Company or cardholders.
2.3. Budgets. Budgets let you combine your business financial information from your Account cards and group according to Budget goal: Team, Department, Projects etc. for the purposes of budgeting.
Company creates Budget(s) and assigns a manager (a "Budget Manager") who is in charge of the Budget. Each Budget is connected to an Account and its balance. All expenses debit from Account balance.
2.4. Territory. Karta operates in the United States of America and makes no representation that the Service is appropriate or available for use in other locations.
2.5. Prohibited Activities. Your Account and the Services may not be (a) used for any purpose that is unlawful or prohibited by these Terms or applicable legislation, (b) used for any personal, family, or household use, (c) used for any transaction involving any activities which we may reasonably find illegal, violent and/or harmful (the "Prohibited Activities"), (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) used by third parties who are not Company employees, contractors, or agents or who are otherwise unaffiliated with Company, or (f) used for any purpose not related to the business of the Company.
Additionally, the following activities are considered to be Prohibited Activities for the purposes of this Agreement:
- Mining;
- Adult Industry;
- Money Services Business;
- Stock Promotion;
- Waste Management;
- Arms Trading – Retail/Manufacturing;
- Casinos/Gaming;
- Cryptocurrency;
- Government/Military/Public Agency;
- Marijuana Services Business.
We will not approve and may terminate Account(s) that we know or believe is/are engaged in any Prohibited Activities or otherwise does not/do not comply with the restrictions in this section as determined in our sole discretion. Karta may require that you provide additional information to open or maintain your Account or we may limit your use of certain Services in case of suspicion of illegal activities.
Also, some types of business activities, (such as Import/Export of Physical Commodities, Art Dealers/Antique Dealers, Auction Houses, Jewellery/Gems/Precious Metal, Professional Sports (Non-Athlete) with gambling association) might be subject to enhanced review.
We screen your applications and Account(s) to identify if they are a PEP. All PEPs are subject to enhanced review.
2.6. KYB. The KYB process helps detect fraud and prevent financial crimes like money laundering. The main mechanism of KYB is to conduct checks to make sure that the businesses with which a bank, financial institution or fintech are going to be dealing are stable and operate within the law.
That is why before we provide you with access to our services, applicable law requires us to complete certain formalities in order to ensure that your legal entity meets all the necessary requirements.
To this end, we conduct due diligence of each of our potential clients. For due diligence, we request information and documents, such as:
1. Legal name of your business entity.
2. Address, including not only the address of registration but an operating address or addresses as well
3. Employer Identification Number (EIN).
4. Business registration status and brief description of your business.
5. Your actual website.
6. Identities of ultimate beneficial owners (UBOs) and/or directors and/or officers and/or representatives and their personal details.
7. Any other information and/or documents that might be needed for the purposes of our clients` identification.
We may need to repeat the due diligence from time to time therefore we might request some updated or additional information.
In addition, should any of the documents or information that you provided to us is no longer accurate or truthful, it is your obligation to provide us with updated, up-to-date information and documents as soon as possible.
We would also like to inform you that we involve third parties, such as First Mile Group, Inc. (known as `Alloy`) in carrying out due diligence. In accordance with our Privacy Policy, you consent to the transfer of your data to our partners for purposes related to the conclusion and / or performance of a contract.
2.7. Access to the Services. You will keep your Account secure and only provide access to Users that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of User credentials. You will closely and regularly monitor the activities of users who access the Services, and you will use all reasonable means to protect Cards, checks, mobile devices, web browsers, and anything else used to access or utilize the Services.
You will ensure that each User has their own unique set of credentials, keeps those credentials secure, does not share those credentials with any other person or third party, and does not reuse credentials for other services.
You will not allow any unauthorized person to use the Services. You will immediately disable User access to the Services or limit permissions where you know or suspect your Account has been compromised or may be misused or where you know or believe a User’s credentials are compromised or lost; and you will promptly notify us of any unauthorized access or use of your Account or the Services. All actions performed prior to this notification of compromised credentials are considered to be performed by the Company itself.
2.8. Third-Party Services. Payment processing services for the Company on our Site are provided by Rain and are subject to the Rain Spend Card User Agreement (the "Karta Scale User Terms"). By agreeing to this Agreement or continuing to use our Site, you acknowledge and agree to be bound by the Rain Spend Card User Agreement, including any future amendments. You also agree to provide accurate, up-to-date information about yourself and your business to Karta and authorize Karta to share this information and your transaction data with Rain to facilitate payment processing services.
2.9. Rewards. Karta may grant Company with rewards for referrals, participation in certain marketing activities, significant number of transactions, etc. Karta may determine independently which categories of clients, which services and under what conditions can become recipients of rewards.
Your account must be in good standing in order to participate in the rewards program.
Certain rewards may be subject to additional terms and conditions that will be provided to you if applicable.
2.10. Subject to Clause 4 of the present Agreement your Account may be blocked. It also may be blocked by Rain in accordance with the Rain Terms of Service (please, see § 2.8 above). In such a case we will do our best to get your funds sent back to you, however please be aware that:
(1) since Karta is not a bank it is a bank partner who is holding funds of our clients in accordance with an agreement between a client (you) and a bank;
(2) Karta bears no responsibility for the delay with such transactions (if any). Neither penalties, nor interests will be applicable to the funds blocked at a bank account.
Should you face a problem with the refund please contact our Support Team at support@karta.io in order we could help you to get your funds back.
3. Fees and Payments
In exchange for the provision of the Services the Company shall pay the fees (the "Fees") before the start of the pay period. The Service is available to you subject to your payment of Fees.
Fees are incorporated herein by reference. You may find actual Fees on the Site. Please see Section "Pricing" for our actual Fees.
Fees vary depending on the type of Service you select. Karta reserves the right to arrange promos from time to time with lowered Fees or even with no Fees however these promos may not necessarily apply to you.
All Fees and costs are non-refundable. Should you not pay sums owed to Karta by the agreed upon date, we reserve the right to suspend the Service and terminate the Agreement.
4. Termination and Suspension
We may terminate the present Agreement and cease providing access to our Services (a) upon one (1) month starting from the date when the due payment to Karta was not paid; (b) in case we know or believe that you are engaged in any Prohibited Activities as described in Clause 2.5 above; (c) when If we believe you violated this Agreement or (d) when applicable law requires us to do so.
Notwithstanding the above, you agree that we, at our sole discretion, may terminate or suspend your use of our Services and terminate this Agreement at any time and for any or no reason at our sole discretion, even if access and use continue to be allowed to others. Furthermore, you agree that Karta Finance, Inc. shall not be liable to you or to any third party for any termination or suspension of your access to our Services.
5. Assignment
You may not assign any of your rights or delegate your obligations under these Terms of Use, whether by operation of law or otherwise, without the prior written consent of Karta (not to be unreasonably withheld or delayed). No Company`s consent is needed if we assign these Terms of Use in their entirety (including all addendums and attachments incorporated herein by reference) to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.
6. Amendments
We may revise and update these Terms at any time. Your continued usage of our Services after any change to these Terms will be deemed acceptance of such changes. These Terms may be changed, supplemented or updated without notice, at our sole discretion. We may also change or impose fees for products and services at any time, at our sole discretion. We may establish or change, at any time, general practices and restrictions concerning our other products and services at our sole discretion.
7. Limitation of Liability
THE SERVICE IS PROVIDED ON AN "AS-IS", "AS AVAILABLE", AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KARTA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF USABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICE PROVIDED BY US OR THAT THE OPERATION OF THE SERVICE WILL BE INTERRUPTION OR ERROR FREE OR WITHOUT VIRUSES OR OTHER HARMFUL MATERIALS. KARTA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE SERVICE. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS AT USER’S OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, KARTA, ITS SUPPLIERS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF KARTA HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW OR PURSUANT TO THE ARBITRATION PROVISION BELOW, IN NO EVENT SHALL KARTA’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOU, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT (AND ALL OTHER AGREEMENTS BETWEEN KARTA AND YOU) EXCEED THE FEES ACTUALLY PAID TO KARTA BY YOU DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR FIVE THOUSAND (5,000.00) US DOLLARS WHICHEVER AMOUNT IS LESS.
KARTA IS NOT A BANK, FINANCIAL INSTITUTION OR FINANCIAL ADVISORY SERVICE. WE DO NOT PROVIDE FINANCIAL ADVICE.
Karta shall use its commercially reasonable efforts to perform its obligations hereunder, however, Karta, its Affiliates, agents or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Karta’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Karta’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Agreement by you. Karta does not represent or warrant that the Service suits your needs. In addition, in the event of any failure of the Service, or in the event Karta otherwise defaults under any provision of this Agreement, then your sole and exclusive remedy shall be termination of this Agreement and, to the maximum extent permitted under applicable law, you hereby waive and relinquish any and all other rights or remedies it may have at law or in equity.
8. Applicable Law and Resolution of Disputes
This Agreement is governed by the laws of the State of New York without regard to conflict of law principles.
Company and Karta agree to first attempt to resolve disputes arising out of or relating to this Agreement in good faith by negotiation. For any claim, dispute, or controversy with Karta (a "Claim"), you agree to first contact us at support@karta.io and attempt to resolve the dispute with us informally. In the unlikely event that Karta has not been able to resolve a dispute it has with you after thirty (30) days, such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA.
If any dispute arising out of or relating to this Agreement or the breach, termination or validity thereof has not been resolved by negotiation, such dispute, claim or controversy shall be settled by and through an arbitration proceeding to be administered by the American Arbitration Association (AAA) (or any like organization successor thereto) in New York, New York, in accordance with the American Arbitration Association’s Commercial Arbitration Rules. All applicable AAA rules and procedures (AAA rules) are available at the website www.adr.org. Each of the parties to this Agreement hereby agrees and consents to such venue and waives any objection thereto.
The party initiating the arbitration is responsible for paying the applicable filing fee. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules. In the event you or we elect to resolve a dispute through final and binding arbitration pursuant to the terms of this section, the dispute will be resolved by arbitration before a single arbitrator, as provided in this section, unless you and we mutually agree otherwise. All issues will be for the arbitrator to decide, except issues relating to arbitrability, the scope or enforceability of this section. The arbitration may be conducted in person, through the submission of documents, or online. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Claim immediately after commencement of the arbitration. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Company and Karta, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
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 in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
Separate and apart from the agreement to arbitrate set forth above, and solely to the extent not otherwise prohibited by applicable law the parties hereby independently waive any right to bring or participate in any class action in any way related to, or arising from, these Terms and or the Services. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
9. Entire Agreement
This Agreement, including any terms, agreements, attachments or policies incorporated by reference, constitutes the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings between the parties. No other agreements, representations, or warranties other than those provided in this Agreement will be binding.
10. Waiver
Any failure or delay or negligence or tolerance by any Party in exercising any Clause or in exercising any right or taking any remedy based on the present Agreement will not constitute a waiver of such Clause, right or remedy, nor will it prejudice any such execution, exercise or taking thereof and the exercise of, or partial exercise of, any right or remedy based on the Agreement will not hinder any subsequent exercise of the right or remedy or the exercise of any other right or remedy.
11. Severability
If any provision of this Agreement shall be held or made non-enforceable by a statute, rule, regulation, decision of a tribunal or otherwise, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while most nearly preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement and, to that extent, the provisions of this Agreement shall be deemed to be severable.
12. Contacting Karta
Please also feel free to contact us if you have any questions about the present Terms of Use. You may contact us at support@karta.io.