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Last modified date: September, 2022
These Terms of Use (the "Agreement") are between you and Karat Financial Technologies Incorporated and its affiliates (collectively "Karat," "we," or "us"), concerning your use of (including any access to) the banking, bookkeeping, and other services we make available to you on our website located at: https://www.trykarat.com (the "Site") (together with the banking, bookkeeping and other financial services, collectively the "Services"). Appendix A describes certain of our ancillary Services (“Ancillary Services”). Additional information regarding our Services may also be found on the Site.
By accessing or using our Services, or otherwise manifesting your assent to the Agreement, you signify that you have read, understood and agree to the Agreement and that you have read and understood Privacy Policy located at: www.trykarat.com/privacy-policy, which describes how we handle the information you provide to us when you use the Services.
"Company" or "you" means the legal entity or person that is using the Services. If you are the individual applying for the Account or accessing or using th Services , you represent and warrant that you are an authorized representative of Company with the authority to bind Company to this Agreement ("Administrator"), and that you agree to this Agreement on Company’s behalf.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Use of the Services
A. Eligibility
This is a contract between you and Karat. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services. You may only use the applicable Services if you are a legal entity formed and registered in the United States or an unincorporated business or sole proprietor using the Services for commercial (and not consumer) purposes and can form a binding contract with Karat. Individual consumers and companies organized and registered outside the United States are not permitted to use or attempt to open or use an Account or the Services. The Services may not be used for personal, family, or household purposes. Specific aspects of the Services may be subject to additional requirements, including you continuing to meet (in Karat’s sole discretion) Karat’s rating and evaluation requirements from time to time. You may only use the Services in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use of or access to the Services for consumer or non-commercial purposes or by any individual who is not your employee, contractor, agent, or other individual permitted to use the Services on your behalf (a "User") is strictly prohibited and in violation of this Agreement.
B. Accessing the Services
Karat may allow you to register with us to access certain portions of the Service. To register with Karat, you need to provide information, including email address, your personal information, personal information of certain of your beneficial owners and control persons (e.g., street address, telephone number, date of birth, etc.) (collectively, "Company Information") and a self-selected password, in order to create an account (“Account”). Company Information may include your social media handles, registered business name and state of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, date of birth and Social Security number of Administrators, Users or beneficial owners, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information. You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose personal information you provide before sharing such data with us, and that such consent and authorization permits Karat to use such personal information in a manner contemplated here and by our Privacy Policy. Company authorizes Karat, directly or through third parties, to make inquiries or verify that any and all information Company provides to Karat is accurate and complete (for example, through social media or third party databases). Company specifically authorizes Karat to request a business or third party report that contains Company name and address. We provide Company Information to our Banking Providers and other third-party service providers to determine your eligibility for access to certain Services. We rely on the accuracy of the Company Information you provide us when opening and maintaining your Account and when you access or use Services, and you must keep this information up to date. You must promptly notify Karat regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Services or the terms on which you use the Services. We may deny your application, suspend provision of such Services to you, or close your Account if Company Information is out of date, incomplete, or inaccurate.
You understand that Karat may use and analyze any information you provide or it collects about you in order to: (a) provide you with a better experience; (b) provide you with customized recommendations; (c) serve you targeted offers and advertisements; (d) run statistical analysis and improve our products and services; and (e) aggregate your data and publish results in a way that cannot identify you individually.
You will grant (or procure the grant of) such access as Karat may require to connect to any appropriate data sources in order to supply the Services to you, including (without limit) any foreign exchange, bank, payment processing or e-commerce services. You will provide, and shall procure that any such third party provides, Karat with all necessary cooperation in connection with the same. The supply of the Services by Karat is conditional upon such access and cooperation.
Once Company’s request to register with Karat has been approved and Company has been provisioned an Account, Karat may grant Company or its Users with access to certain services and functionality that Karat may establish and maintain from time to time and in its sole discretion. Karat may maintain different types of accounts for different types of users.
C. Account Management and Security
You must specify at least one Administrator to manage your Account when submitting your application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards for Users; request purchases of Receivables; view transactions and run reports; provide or update Company Information; connect third-party services and other accounts to your Account; request, access and use Services; and perform other tasks to manage your Account. You are responsible for any actions or failure to act on the part of Administrators or Users, or those using their credentials to access your Account. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong” passwords with your Account. You must notify Karat immediately of any breach of security or unauthorized use of your Account by emailing: concierge@trykarat.com. Karat will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised. Company may never use another person’s account without permission.
D. Fees and Payment Authorization
THIS SECTION AND SECTION 4 PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED BANK ACCOUNTS, FOR ALL AMOUNTS YOU OWE UNDER THIS AGREEMENT. PLEASE READ IT THOROUGHLY.
We may assess fees for some Services, including periodic fees, usage fees, service fees, and fees applicable to certain transactions in the future. We may also assess fees for late or failed payments, or misuse of your Account or the Services. We will disclose fees, if any, to you when you start using a Service or through the Site. We may update, add, or change fees upon 5 business days’ notice to you; provided that we may correct pricing errors that may inadvertently occur immediately upon notice to you and such price correction will be effective upon Karat sending notice of such pricing error. Any accrued or incurred fees will be reflected on your statements, and you acknowledge and agree that such fees, including for the Ancillary Services, may be debited from the Linked Bank Account in accordance with the disclosure provided when you start using a Service or through the Site.
You are solely responsible for any fees or charges incurred from overdrafts or rejected transactions. If a transaction is rejected we may debit the Linked Bank Account again until the transaction is completed. You represent that the Linked Bank Account is used solely for business purposes. You acknowledge and agree that all payment information, including information related to Linked Account, is accurate, current and complete, and you represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor. You must maintain at least Linked Account at all times. You understand this authorization will remain in effect and irrevocable. Karat may also terminate this authorization for any reason. If this authorization is terminated, you agree to make payments hereunder to Karat by other methods permitted by Karat. If the services of Plaid are used to process payments, you agree to abide by the End User Services Agreement of Plaid, available at https://plaid.com/legal/#end-user-services-agreement-us, and agree to the privacy policy of Plaid, available at https://plaid.com/legal/#end-user-privacy-policy. If the services of Modern Treasury are used to process payments, you agree to abide by the terms of service of Modern Treasury, available at https://www.moderntreasury.com/terms, and agree to the privacy policy of Modern Treasury, available at https://www.moderntreasury.com/privacy. In the event Karat issues an invoice to you instead of deducting the applicable amount from your Linked Bank Account, you shall pay such invoice in accordance with the terms of this Agreement and the terms set forth in the invoice.
We will debit Linked Bank Accounts for all amounts owed to us in connection with our provision of Services. If we cannot collect these amounts via ACH or another method, you agree to immediately pay all amounts owed as directed. We may debit Linked Bank Accounts separately for the payment of Fees that you incur.
You also authorize Karat to debit Linked Bank Accounts for all amounts owed to us immediately, on any date (including before the due date), and without additional notice where we determine, in our sole discretion, that (a) Company does not satisfy one or more of our other underwriting or credit requirements, or (b) Company or the amounts owed to us pose or may pose an unacceptable risk to Karat, its successors, or assigns.
In the event there is an error in processing an electronic debit, you authorize us to correct the error by initiating an electronic credit or debit to the Linked Bank Account in the amount of such error on or after the date such error occurs.
To withdraw the debit authorization from a Linked Bank Account, you must provide us 30 days’ notice. If you withdraw the debit authorization from all Linked Bank Accounts, you must pay all amounts owed under your Karat Account before or upon providing notice, and you authorize us to debit your Linked Bank Account for such amounts before the withdrawal of authorization takes effect.
Withdrawal of a debit authorization does not terminate your Account or your obligation to pay all amounts owed under these Karat Terms of Use. Company is responsible for all costs of collections and damages if amounts owed are not paid in full by Company when due.
E. Prohibitions
You agree that you will not: (a) use the Account or the Services for any purpose that is unlawful or prohibited by this Agreement; (b) use the Account or the Services for any personal, family, household, or other use that is not related to Company’s business purpose; (c) use the Account or the Services for the benefit of 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; (d) use the Account or the Services for any third parties unaffiliated with Company; (e) use the Account or the Services to collect any market research for a competing business; (f) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (g) interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Karat IP, data, files, or passwords related to the Services through hacking, password or data mining, or any other means; (h) decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services; (i) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in the Services; (j) use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Services for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials; or (k) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.
2. Our Proprietary Rights
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services. Karat reserves all rights not expressly granted herein in the Services and the Karat IP (as defined below). Karat may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Karat IP”), and all Intellectual Property Rights related thereto, are the exclusive property of Karat and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Karat IP. Use of the Karat IP for any purpose not expressly permitted by this Agreement is strictly prohibited. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to concierge@trykarat.com.
You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Karat under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Karat does not waive any rights to use similar or related ideas previously known to Karat, or developed by its employees, or obtained from sources other than you.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications thereof and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
3. Site Data and Privacy
By using the Services, you grant Karat a non-exclusive, royalty-free, license during the Term to collect, use, disclose, combine, transmit, format, and display Company Information, personal information, and any other information submitted by Company through the Services (collectively, "User Content"), for the purposes provided in the Privacy Policy available at: www.trykarat.com/privacy-policy or as otherwise set forth in this Agreement. Additionally you grant Karat the right to aggregate data we collect from your use of the Services ("Site Data") and use such Site Data for our business purposes. You also acknowledge and agree that by using the Services, User Content and Site Data will be collected, used, transferred to and processed in the United States. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures and use User Content for improper purposes. You acknowledge that you provide User Content at your own risk. Your sale of future accounts receivables to Karat and your use of the Cards is subject to our privacy policy and the privacy policies of our Banking Providers. You acknowledge that it is necessary for us to record and monitor, for quality assurance, training, risk management and/or collection purposes, any call that you place with us (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) or that we (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) place to you.
4. Purchase of Receivables
A. General
Subject to and in accordance with the provisions of this Agreement, through and as part of the Services, you may request that Karat purchase your now existing and/or future accounts receivables related to your business (the “Receivables”) at an agreed-upon purchase amount (the “Payment Amount”) to be disbursed to you via the Karat Card. “Receivables” include current and all future payments made by cash, check, ACH, direct or pre-authorized debit, wire transfer, credit card, debit card, charge card or other form of payment related to your business. The Payment Amount evidences a purchase of the Return Amount of Receivables and is not intended to be, nor will it be construed as, a loan from us to you. The amount of the Payment Amount we may provide to you is contingent on review by us of any factors we consider relevant, including, but with limitation, the accuracy of the information you provide, whether you have provided us access to your social media accounts and your Linked Bank Account (as defined below), established a direct deposit relationship between us and your Linked Bank Account, your repayment history with respect to any prior sales of Receivables to Karat, whether your Karat account is in good standing (if applicable), and our analysis of your income projections, the strength of your business, your ability to meet your obligations in this Agreement, and the purpose of the Payment Amount. Each purchase of Receivables is a discrete transaction, and thus the Payment Amount offered by Karat will vary based on the status of these factors at the point in time at which you request that Karat purchase your Receivables. We reserve the right to adjust eligibility criteria at any time in our sole discretion. We may request that you provide us with copies of, or access to, additional documents, materials and information to confirm the information you have provided or as part of underwriting the Receivables. If you are not willing to provide the requested information, or if the information is in our view insufficient or unsatisfactory, we reserve the right, in our sole and absolute discretion, to terminate this Agreement.
Nothing herein obligates us to purchase any Receivable you may offer to sell, and we reserve the right to decline to purchase any Receivables you offer to sell us or to revoke our acceptance of any such offer. No request to purchase Receivables is valid and binding upon us until we disburse the Payment Amount, which shall constitute our acceptance of your request.
If Karat accepts your request, the Payment Amount, as agreed upon in written communication by Karat and you, shall be available as the Spend Limit on your Karat Card.
Upon receipt of payment equal to the Payment Amount (the “Return Amount”), you may be eligible for, and may request, Karat to purchase subsequent Receivables.
B. Sales and Purchase of Receivables
If we accept your request to purchase Receivables, we will pay you the Payment Amount, which will be disbursed to you via the Karat Card. You agree to sell to us, and we agree to purchase from you, all of your right, title, and interest in and to Receivables as provided in this Agreement. If, after we agree to purchase Receivables but before we fund the Payment Amount, you make payments on Receivables that we agreed to purchase from you and that remained undelivered, those payments will be deemed a partial payment of the Returned Amount under this Agreement. YOU UNDERSTAND AND AGREE THAT THIS IS A PURCHASE AND SALE TRANSACTION, NOT A LOAN. You agree to diligently engage in continuous activity that generates Receivables to be delivered in accordance with this Agreement.All transactions contemplated hereunder are solely for business purposes and not as a consumer for personal, family, household or investment purposes. You represent that you will only use the Payment Amount for the purchase of products or services necessary to operate your business. You will not direct or pay the Payment Amount, directly or indirectly, in any manner, to: (a) an affiliated or other non-arm’s length person (including yourself and your employees); or (b) any person or entity that is the target of any economic and trade sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or other applicable jurisdictions.
1. Delivery of Receivables.
Upon our payment of the Payment Amount or otherwise upon our initially making the amount of the Payment Amount available for your use with the Karat Card, (a) you, without any actions or further documentation, sell, assign, and transfer to us, and we purchase from you, all of your right, title, and interest in or to the Return Amount and Receivables, and you will deliver on each Monthly Payment Date to us the Return Percentage of Receivables until we have received the Return Amount and any other amounts owed to us in accordance with this Agreement, and (b) you acknowledge that good, sufficient and valuable consideration has been received.
You have and will maintain good, complete and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, charges, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated herewith, or adverse to our interests.
If you generate less Receivables than we anticipated or projected because your business has slowed down, or if the full Return Amount is not delivered because your business ceases operations in the ordinary course of business, and if you have not in any way otherwise breached this Agreement, you will deliver less than the Return Amount but may not be eligible for future sales of Receivables to Karat.
2. Procedures for Additional Purchases.You may also make requests for additional sale of Receivables after the Return Payment is made in full; provided, however, that Karat is under no obligation to purchase any Receivables.
C. Representations, Warranties and Covenants of Company
For the term of this Agreement, you agree: (a) to conduct your business in good faith and use your best efforts to continue your business at least at its current level, to ensure that we obtain the Return Amount of Receivables from any platform on, or method with, which it is generated; (b) not to take any action to discourage us from receipt or collection of the Return Amount of Receivables, including disposing of assets used in the generation of Receivables, diverting Receivables or related funds to other bank accounts or platforms, or removing or changing any bank account or platform authorizations, log-in or access which you have provided to us (including usernames, password, email address or other log-in credentials); (c) not to enter into any cash advance, factoring or similar arrangement that relates to or involves your Receivables with any party other than us until the Return Amount of Receivables is delivered to us and any other amounts owed to us under this Agreement are paid to us; (d) not to enter into any loan agreement that is secured (without provision for release) by any Receivables; (e) to diligently continue engaging in activities that generate Receivables; (f) to comply with all laws, regulations, and other applicable requirements to the extent that such compliance is required in order for you to continue engaging in activities that generate Receivables; (g) that any representation, statement, certification, or information made or furnished to us by you or on your behalf, including information provided by you in our online forms and applications (including in connection with due diligence), is and will be true, accurate and complete; (h) to notify us immediately if we make a mistake in connection with the Payment Amount or your delivery of Receivables; (i) to return to us immediately any funds that we provided to you in error or that are subject to dispute; (j) to continue to share with us any banking, platform, account, data or other information we request related to Receivables; (k) that your execution and performance of this Agreement will not conflict with any other agreement you are a party to; and (l) that you have taken and will continue to take all measures necessary to attain and maintain eligibility to perform the services and activities you undertake to generate Receivables.
You are, and after giving effect to this Agreement, you will be solvent. There are no actions, suits or proceedings by or before any arbitrator, court or governmental authority pending or threatened against you. You and any individuals executing this Agreement on your behalf authorize us, our agents, contractors and representatives and any credit reporting agency engaged by us to (i) investigate any references given or any other statements, information or data obtained from or about you for any purpose related to this Agreement and (ii) pull credit reports in connection with your eligibility to receive a Payment Amount, and at any time thereafter, so long as Receivables equal to the Return Amount have not been delivered to us, any obligation to us remains outstanding, or we are making a determination of your eligibility to enter into any other agreement with us.
You will not sell, dispose, assign, transfer or otherwise convey all or substantially all of your business or assets without first either (a) obtaining our prior written consent (which may include requiring you to obtain the written agreement of the purchaser or transferee assuming all of your obligations under this Agreement pursuant to documentation and terms satisfactory to us) or (b) paying in full the undelivered portion of the Return Amount of Receivables and any other amounts you owe us under this Agreement.
D. Repayment of the Purchase Price
On a monthly basis, on no later than the first (1st) business day of the month (“Monthly Payment Date”), you are required to remit 25% (the “Return Percentage”) of Receivables, until we have received the Return Amount and any other accounts owed to us in accordance with this Agreement. You may choose to remit a higher percentage of your Receivables. Your eligibility for any subsequent sale of Receivables hereunder is conditioned on full payment of any outstanding Return Amount and subject to Karat’s approval. Without limiting the generality of your liability, you shall remit payment monthly as instructed in the applicable invoice or via deduction from your Linked Bank Account (as further described in Section 4(E) below). If the full Return Amount is never remitted because your business goes bankrupt or otherwise ceases operations in the ordinary course of business, and you have not breached this Agreement, you will not owe anything to Karat and will not be in breach of or default under this Agreement (see Section 4(F) for a description of events that trigger default under this Agreement).
Karat has no obligation to enter into subsequent agreements with you to purchase your Receivables if you (i) become insolvent or generally fail to pay your debts as they become due, or (ii) file a voluntary petition (or have an involuntary petition filed against you) in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other similar relief.
E. Linked Bank Account
IN ADDITION TO SECTION 1(D), THIS SUB-SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED BANK ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS SECTION 4. PLEASE READ IT THOROUGHLY. THE PAYMENT OBLIGATIONS UNDER THIS SECTION 4 AND THIS AUTHORIZATION UNDER THIS SUBSECTION ARE EACH SUPPLEMENTED BY SECTION 1(D). IN THE EVENT OF A CONFLICT BETWEEN THIS SUB-SECTION AND 1(D), THE TERMS OF THIS SUBSECTION CONTROL WITH RESPECT TO PAYMENT OF THE RETURN PERCENTAGE, OTHERWISE SECTION 1(D) CONTROLS.. Please review Section 1(D) to see additional obligations that apply to your payment obligations under this Agreement.
You agree that all Receivables generated by your business will be deposited in the Linked Bank Account. You agree to instruct your payment processor to deposit all payments it processes for you into the Linked Bank Account. You agree not to change your Linked Bank Account or payment processor without our advance written consent. You will provide us with read-only access codes to your Linked Bank Account and agree not to change them without our advance written consent. We may access your Linked Bank Account, including to assess the amount of Receivables you have generated and to debit your Linked Bank Account. You will provide us any information we request to conduct this assessment. You understand that we would not make the Payment Amount without you providing the irrevocable debit authorization set forth below.
You hereby authorize Karat to deduct from one or more bank accounts provided by you (individually and collectively, “Linked Bank Account”) using the services of Modern Treasury, Inc. (“Modern Treasury”) or Plaid Inc. (“Plaid”), in Karat’s sole discretion, the Return Percentage of Receivables on or around the Monthly Payment Date until the full Return Amount is repaid to Karat. You understand that it is your responsibility to ensure that the Return Percentage of Receivables and any other amounts you owe us are always available in your Linked Bank Account. You understand this authorization will remain in effect and irrevocable. Karat may also terminate this authorization for any reason. If this authorization is terminated, you agree to make payments hereunder to Karat by other methods permitted or determined by Karat.
F. Events of Default
An event of default (each, an “Event of Default”) will occur if any of the following events occurs:
(a)failure to pay when due any amounts required to be paid by you under this Agreement (e.g., the Monthly Payment Date);
(b)Your breach of any representation or warranty in this Agreement;
(c)Your failure to satisfy any covenant or perform any obligation in this Agreement; or
(d)there exists or occurs any event or condition which Karat in good faith believes impairs, or is substantially likely to impair, the prospect of payment or performance by you.
G. Remedies
Upon the occurrence of an Event of Default as defined above, Karat may declare the entire unpaid Return Amount to be immediately due and payable. Karat may suspend or terminate any obligation it may have hereunder to make additional purchases of your Receivables.
To the extent permitted by law, you waive any rights to presentment, demand, protest, or notice of any kind in connection with this Agreement. No failure or delay on the part of Karat in exercising any right, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided at law or in equity.
H. Reimbursement for Chargeback Fees
If you dispute a legitimate repayment charge in connection with charges on your Karat Card and your dispute claim is successful for any reason, you will be responsible for any dispute fees charged to Karat by your financial institution in addition to the repayment of the Return Amount. In such case, we may seek immediate repayment for an amount equal to the Return Amount and any dispute fees charged to Karat, and my debit your Linked Account for an amount equal to the Return Amount, as further detailed in Section 4(D).
I. Other
All payments due under this Agreement shall be made in U.S. Dollars using the payment methods set forth herein. If applicable, the Parties will cooperate reasonably in completing and filing documents required under the provisions of any applicable tax law or under any other applicable law in connection with the making of any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment.
5. Karat Card
The Karat Card (the “Karat Card”), provided by one of our financial institution providers (each a “Banking Provider”), may be provided to you to receive Payment Amounts. The Karat Card is subject to the terms and conditions of the Cardholder Agreement. You may only use the Karat Card pursuant to the terms of this Agreement, the Stripe Spend Card Agreement and the Stripe Spend Card User Terms related to the Karat Card (together the “Cardholder Agreement”). You agree to the terms and conditions of the Cardholder Agreement available at https://stripe.com/issuing/legal that are applicable to Authorized Users (as defined in the Cardholder Agreement). Karat may authorize you to transact business using the Karat Card as an Authorized User (as defined in the Cardholder Agreement). Your Karat Card is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to your Karat Card and any transactions on your Karat Card.
You acknowledge and agree that the Karat Card is subject to rules and restrictions imposed by us, including with respect to withdrawal and spending rights. For your convenience, and without prejudicing any of our rights to receive the Return Percentage of Receivables and the Return Amount described herein, you may choose not to spend the entire amount of the Payment Amount on a single day. If you are the individual applying for the Account or activating or using a Karat Card, you represent and warrant that you are an Administrator, and are authorized by the Company to use the Account and Card.
You acknowledge and agree that the value available to you in your Karat Card Account is limited to the spend limit of your Karat Card Account as displayed in your Account dashboard (the “Spend Limit”), which will never exceed the Payment Amount. Nevertheless, if any transactions cause the current spend in your Karat Card Account as displayed in your Account dashboard (the “Current Spend”) to exceed your Spend Limit, including any purchase transactions where the retailer or merchant does not request authorization, you shall remain fully liable to us for the amount of any excess Current Spend and any corresponding transaction fees. You agree to pay us promptly for the excess Current Spend. We reserve the right to obtain the repayment directly from your Linked Bank Account (as defined below). We may also cancel your Karat Card Account. To the extent allowed by applicable law, you are responsible for the reasonable costs we incur in collecting amounts owed by you to us under this Agreement, including reasonable attorneys’ fees and costs.
Notwithstanding anything to the contrary, you agree that you shall be liable for any breach of the Cardholder Agreement and shall indemnify and hold harmless Karat and its affiliates, and the officers, directors, members, employees, representatives, shareholders, agents and attorneys of such entities from and against any and all claims, actions, liability, judgments, damages, costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”), that may arise from (i) your actions or omissions in connection with the Karat Card, (ii) your breach of any terms of the Cardholder Agreement or this Agreement, (iii) any loss or theft of, or fraudulent transactions related to, the Karat Card, or (iv) your actions or omissions. You shall immediately destroy or return the Karat Card to Karat and cease using the Karat Card upon Karat’s request.
6. Karat Card Rewards Program
This Section 6 applies to you if you have been approved to participate in the Karat Card rewards program (“Program”).
A. Earning Rewards
You can earn and accrue points cash back rewards in the form of a statement credit to your Karat Card (“Rewards”) on eligible purchases from eligible merchants, as each is determined by us in our sole discretion (“Eligible Purchases”), charged to your Karat Card and posted to your Rewards account (“Rewards Account”). The active point earnings scale which can be found on our website at https://www.trykarat.com/rewards. In addition to the standard point earnings scale, you may earn points as may be authorized by Karat from time-to-time for special programs, promotions or transactions that may be offered for limited time periods and for which additional terms and conditions may apply.
We may allow you to select up to three merchant categories to earn rewards. Karat reserves the right to remove merchants from the Program in its sole discretion including when required by local laws, rules, or regulations. Merchants who accept the Karat Card are assigned a merchant code, which is determined by the merchant or its processor in accordance with card brand procedures based on the kinds of products and services they primarily sell. As such, even though a merchant may sell retail items that may be similar to retail items sold by another merchant, the merchants may not have the same merchant code, and therefore the purchases at the merchants may not be included in the same category for the purposes of earning Rewards. Purchases must be submitted by merchants using the identified merchant category codes to qualify for earning Rewards. We are not responsible for incorrectly coded transactions.
All offers made available to you are temporary and may become unavailable without notice. Cash advances, purchases of cash equivalents of any kind, balance transfers, convenience check amounts, purchases we believe to have been made by or for a consumer purpose, foreign transactions, Karat Card fees, interest charges, ATM transactions, cash withdrawals or cash back transactions, credit insurance, gambling fees, gaming chips, credit protection, debt cancellation charges and unauthorized or fraudulent transactions do not qualify as Eligible Purchases and do not earn Rewards. If a merchant is not an eligible merchant, as determined by us, you will not earn Rewards based on any transaction with such merchant. All Rewards received are exclusive of any applicable withholding, sales, use, excise, value added, or other taxes. Additionally, purchases made through third parties, including online marketplaces and resellers, or using a third-party payment account will not be eligible for accruing Rewards. Questions concerning Eligible Purchases and what constitutes Eligible Purchases will be determined in the sole discretion of Karat.
If you return, charge back, cancel, dispute, or otherwise request a refund for an Eligible Purchase for which you have already received Rewards, we reserve the right to remove any related Rewards amount from your Rewards Account or withhold future Rewards to cover any such amount.
Prior to October 1, 2022, the Rewards you earn will be credited to your Rewards Account on a daily basis when transactions post to your Karat Card. Starting on October 1, 2022, the Rewards you earn will be credited to your Rewards Account at the time your Karat Card statement is closed provided that you pay all amounts outstanding, whether due or not, under Section 4. If you fail to repay all amounts owing, whether then due or not, under Section 4 on or prior to the Karat Card statement closing date, as determined by us, you will not receive the Rewards. We encourage you to frequently review your Rewards Account, accessible through the Site. Once posted to your Rewards Account, these Rewards are available to you should you choose to redeem them. There is no limit on the number of Rewards you can earn each year. You cannot earn Rewards during any period in which your Karat Card is not open, or is lost, stolen, revoked or closed or is if you are otherwise in default of any of the this Agreement or the Cardholder Agreement. If it has been more than thirty (30) days since the transaction and Rewards are not reflected on your Rewards Account summary, please contact customer service. Inquiries must be made within sixty (60) days of the transaction. If you do not file your claim within sixty (60) days, Rewards earned or otherwise applied to your Rewards Account will be deemed accurate and you will have waived any claim for adjustment.
No Rewards will be retroactively applied to your Rewards Account for otherwise qualifying transactions occurring during any period in which your Karat Card or Account was not open, was lost, stolen, revoked or closed or was otherwise in default of the Cardholder Agreement or this Agreement, or when you were not enrolled into this Program. All transactions in U.S. Dollars for which Rewards are awarded to you will be rounded to the nearest cent for purposes of determining the amount of Rewards to be awarded.
You will automatically begin earning points upon opening Rewards Account and enrolling in the Program, subject to Karat’s approval of such enrollment request. You may notify Karat that you want to withdraw from the Program at any time.
Rewards Account statements will be made available through the Site. Individual transactions forming the basis for awarding Rewards will not be shown on your Karat Card statement or your Rewards Account statement. The frequency, timing, content or layout of the Rewards Account statements are subject to change from time-to-time at the discretion of Karat. Rewards cannot be combined with other discount or reward programs unless specifically authorized by us.
B. Redemption
You may redeem any Rewards credited to the Rewards Account by clicking the “Redeem” button on the Program dashboard for your Rewards Account accessible via the Site or by calling us at (323) 747-7086. Redemptions are subject to the requirements and terms contained herein. Your Rewards will not be available for redemption until posted to your Rewards Account regardless of the date of the transaction for which Rewards are earned.
Your Rewards may only be redeemed if you are in compliance with all terms and conditions of this Agreement at the time of any Rewards redemption and you owe us no payment under this Agreement. Rewards earned in connection with any authorized user will be consolidated and reported in a single Rewards Account. Consolidation of Rewards into one Rewards Account will be based upon the person, as determined by us, identified by name and social security number as the primary accountholder on each Karat Card.
Rewards may only be redeemed for cash back in the form of a statement credit to your Karat Card. A Reward redemption provides a specific U.S. Dollar amount that, upon redemption of Rewards, is applied as a credit for amounts you owe us under this Agreement. Reward redemptions will generally be credited to amounts you owe us under this Agreement within two (2) business days of your redemption. If you do not receive your redemption within the above-specified timeframes, please contact us via the Site. The names and logos of merchants are used with permission of the merchants and all trademarks are the property of their respective owners.
C. Restriction and Cancellation on Rewards and Forfeiture
Rewards do not expire; however, we may temporarily or permanently suspend your participation in the Program as well as Rewards or any redemption of Rewards if: (1) you violate, or you or your Karat Card is in default under, this Agreement; (2) you engage in any fraudulent or other illegal activity in connection with the Program, or otherwise engage in activity that we deem to be abusive or “gaming” conduct under the Program, as determined in our sole discretion; (3) you engage in fraudulent activity on any service or product we may offer or service; (4) we or our bank partner close your Karat Card for any reason; or (5) we terminate your participation in the Program.
D. Miscellaneous
Redemptions and any rewards you receive may qualify as taxable income to you. You acknowledge and agree that you are responsible for determining, paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Program. We are not responsible for determining whether you owe taxes in connection with your participation in the Program or redemption or use of Rewards or for collecting, reporting, or remitting taxes arising from your participation in the Program or redemption or use of Rewards, except for our own income taxes.
You represent and warrant that you will not access or use the Program to engage in any illegal, fraudulent, or other illicit activity. The Program is owned and administered by us, and is subject to all applicable laws and regulations. It is void where prohibited.
Rewards are not your property and may not be assigned or transferred to any person (including upon death or as a part of a domestic relations matter). Rewards neither have cash value, surrender value, transfer value nor any other value of any kind until and to the extent they are actually redeemed by us. Rewards cannot be used to offset any amount due from you to us or any bank partner. Rewards used by you for redemption will be those unredeemed Rewards that have been on the Rewards Account the longest time. All redemptions are final. The sale or barter of any Rewards, other than by us, is expressly prohibited.
We may terminate your participation in the Program at any time. We may end this Program at any time for any reason or no reason, upon notice to you. We may also in our sole discretion cancel, change, amend, modify, or restrict the Program or any aspects, terms or features of the Program or this Agreement.
We may temporarily or permanently disqualify you from participating in the Program and/or adjust or cause to be forfeited any or all Rewards accrued as a result of your abusive behavior, fraud, misrepresentation, any violation of law or any other violation of any of the terms or conditions of this Agreement, in each case as determined by us in our sole discretion.
In addition to any other indemnification obligations under this Agreement, you agree to indemnify and hold us and our third-party service providers and their respective affiliates, directors, officers, employees, agents and contractors harmless from and against any loss, damage, liability, cost, or expense of any kind (including attorneys’ fees) arising from your or an authorized user’s: (i) participation in the Program; or (ii) any fraud or misuse of the Program.
If we do not credit, or improperly deny, a Rewards redemption to which you were otherwise entitled, then your exclusive remedy will be the issuance of the improperly denied Rewards redemption, if available, or such other alternative benefit as we in our sole discretion may determine. Neither we nor any of our affiliates, agents or representatives have any other or additional liability to you or any other person for such error(s), subject to applicable law.
7. Third-Party Services, Links and Information
Using Modern Treasury and/or Plaid’s technology provides an easy way for you to connect your bank account and other financial accounts to Karat’s software applications in order to streamline your funding application or transfer money from/to Karat. While connecting your account(s), we urge you to review Plaid’s End User Privacy Policy, End User Services Agreement, Cookie Policy, and Privacy Policy and/or Modern Treasury’s Terms of Service and Privacy Policy.
As part of your Account application, you are required to submit your social media handles. We use Phyllo Inc. (“Phyllo”) to connect to your social media accounts to collect data to facilitate or enable the Services, such as the collection and verification of income and work details, fan following and engagement metrics directly from the creator platforms. By applying for an Account, you hereby agree to connect us to your social media accounts using Phyllo and to our using the data you grant us access to for purposes of providing the Services to you.
The Services may contain links to third-party materials that are not owned or controlled by Karat. Karat does not endorse or assume any responsibility for any such third-party services, information, materials, products, or services. Karat may reference, enable you to access, or promote (including through the Services) one or more services, products or promotions provided by a third party (“Third-Party Provider”) that utilizes, integrates with or is ancillary to the Services (“Third-Party Services”). If you access a third-party website, application or service, or Third-Party Service from the Services, you do so at your own risk, and you understand that this Agreement and Karat’s Privacy Policy do not apply to your use of such third-party services. You expressly relieve Karat from any and all liability arising from your use of any third-party websites, applications, services, or content.
Karat may provide identifying information and documentation to Third-Party Providers, including in connection with the Ancillary Services. You agree that your access and use of such Third-Party Services is governed solely by the terms and conditions and privacy policies of such Third-Party Services, and Karat is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services, whether or not incorporated in or access through the Services. To the extent any Services incorporate or use Third-Party Services, you acknowledge and agree such components of the Services that incorporate or use Third-Party Services are governed by the terms and conditions and privacy policies of such Third-Party Services. Your access and use of any Third-Party Service, even if incorporated or access through Services, is at your own risk. You irrevocably waive any claim against Karat with respect to such Third-Party Services.
8. Other Information and Materials
As part of our Services, we may provide you with analysis or estimates. Any such information is illustrative and for informational purposes only. We base our analysis and estimates on certain assumptions and data that might be available to us. Our analysis and estimates are uniquely ours and are not endorsed by any third-party partner. Furthermore, any analysis or estimate is determined by our own proprietary methodology. As such, we may change, alter, or modify any methodology at any time and elect to emphasize, ignore, or alter certain factors in our sole and absolute discretion.
We may make available to your certain guides, information, forms and documentation relating to formation of a business, taxes, banking, bookkeeping, financial services and other items (“Materials”). You acknowledge and agree that the Materials are made available solely for informational and educational purposes only and do not constitute legal, financial, tax, accounting or other professional advice. Materials are not guaranteed to be correct, complete or up-to-date nor are the Materials customized to your particular situation. Our provision of the Services to you is neither legal or financial advice. We are not a law firm and may not perform services by an attorney. Karat in no circumstances applies the law to the facts or your particular situation. The Services and the Materials are not a substitute for legal, financial, tax or other professional advice. Any services or advice provided by Karat should not be relied upon as legal advice or other professional advice. You are solely responsible for obtaining any such professional advisors or advice. Karat’s performance of the Services, including any Ancillary Services, are not intended to create any attorney-client relationship, and your use of such services or advice does not and will not create an attorney-client relationship between you and Karat.
9. Representations and Warranties; Indemnification
A. Representations and Warranties
You hereby represent, warrant, and covenant that:
1.You are a business entity that is organized, registered, and located in the United States;
2.You are validly existing and in good standing in your jurisdiction of organization;
3.You have the authority and the right to enter into this Agreement and to perform your obligations hereunder and that your obligations hereunder are not in conflict with any obligation you have to any third party;
4.Your entry into and performance under this Agreement shall not conflict with or cause a default under any other agreement to which you are a party, and you are not bound in any manner that would materially and adversely affect your ability to perform your obligations hereunder;
5.You have complied in all material respects with, and shall continue to comply in all material respects with, all applicable laws;
6.All information you provide to us is and will be current, accurate, and complete and fairly represents your financial condition, results of operations and cash flows at such dates, and since the dates therein, there has been no material adverse change in your business or its prospects or in your financial condition, results of operations, or cash flows;
7.You will use your Account exclusively for business purposes and not for any personal, family, or household use;
8.You have reviewed this Agreement and the terms, agreements, or policies incorporated by reference;
9.You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
10.Use of User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
11.You shall promptly give written notice to Karat of any action, suit, investigation or proceeding pending or threatened against you.
B. Indemnity
You agree to defend, indemnify and hold harmless Karat and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking Providers, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from: (a) your use of and access to the Services, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) your intentional misconduct; or (f) any other party’s access and use of the Services with your username, password or other appropriate security code.
10. No Warranty
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KARAT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, KARAT, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOU THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ARE SUITABLE OR FIT FOR PURPOSE; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. KARAT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND KARAT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Our Services are intended to be utilized within the United States. We make no representations or warranties that the information, products, or services provided through our Services, or Karat IP, are appropriate for other jurisdictions. If necessary, we reserve the right to limit the availability of our Services to any person, geographic area, or jurisdiction, at any time and in our sole discretion.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KARAT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL KARAT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KARAT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL KARAT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF KARAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
12. Term and Termination
This Agreement is effective when you start using our Services and continues until terminated by either you or us or as otherwise set forth in this Agreement (the “Term”). You may terminate this Agreement by paying all amounts you owe us under this Agreement and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement or our provision of any Services, or suspend your Account or our Services, at any time for any (or no) reason, and we will provide notice of termination to the extent required by law.
13. Changes
This Agreement is effective as of the Last Modified date stated at the top. Subject to applicable law, Karat reserves the right to, and may, make unilateral modifications to these terms and will provide notice of these changes by posting an updated version here: www.trykarat.com/terms-of-use. By accessing or using the Services after we make any such changes to this Agreement, you are deemed to have accepted such changes. Please refer back to this Agreement and our website on a regular basis.
We may add Services or modify existing 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 Agreement, and which will be incorporated by reference and form a part of this 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.
14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law
You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed passive ones that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The proper venue for any disputes arising out of or relating to this Agreement will be the arbitration venue set forth in Section 14(b), or if arbitration does not apply, then the federal or state courts located in Los Angeles County, California.
B. Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
1. INFORMAL PROCESS FIRST
For any claim, dispute, or controversy with Karat (a “Claim”), you agree to first contact us at concierge@trykarat.com and make a good faith attempt to resolve the dispute with us informally.
2. ARBITRATION
(a) In the unlikely event that Karat has not been able to resolve a dispute it has with you after sixty (60) days, such dispute will be finally and exclusively resolved by binding arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. Because your contract with Karat, this Agreement, and this arbitration agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Claims. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Any election to arbitrate, at any time, shall be final and binding on the other party. All disputes will be resolved before a single, neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS rules and procedures are available at the JAMS website www.jamsadr.com. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Los Angeles County, California or as otherwise agreed between the parties. 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. Any arbitration under this Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement, you and Karat are each waiving the right to trial by jury and to participate in a class action or class arbitration.
(b) Notwithstanding the foregoing, you and Karat agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.
(c) Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules, except if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Karat will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse Karat for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Karat before the arbitrator was appointed, Karat will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
(d) Opt-out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in this Agreement by sending written notice of your decision to opt-out to concierge@trykarat.com. The notice must be sent to Karat within thirty (30) days of your registering to use the Services or agreeing to this Agreement (or if this Section is amended hereafter, within 30 days of such amendment being effective), otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with this Agreement, and the notice must specify your name and mailing address. If you opt-out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. If you opt-out of these arbitration provisions, Karat also will not be bound by them.
3. WAIVER OFRIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS
(a) To the fullest extent permitted by applicable law, you and Karat each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and Karat AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and Karat EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and Karat agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.
(b) IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.
15. General
A. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Karat without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement
You consent to Electronic Communications Agreement available here: www.trykarat.com/electronics-communications-agreement, which allows us to, among other things, provide notices and communications to you under this Agreement electronically, and you understand that this consent has the same legal effect as a physical signature. We will provide notices to you electronically through your Account, our website, or via text or SMS to the phone numbers provided to us by Administrators and Users. If you sign up to receive certain Karat notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. Notices affecting the terms of this Agreement will be sent to Administrators 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 from us electronically. Notices may include alerts about the Services, your Account, your Card(s), and your Monthly Payments and may provide Administrators and Users the ability to respond with information about transactions or your Account. Administrators and Users are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. Administrators and Users will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at: concierge@trykarat.com if you are having trouble receiving notices from us. For further information, please review our Electronic Communications Agreement available here: www.trykarat.com/electronics-communications-agreement.
C. Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with Karat in connection with the Services, shall constitute the entire agreement between you and Karat concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Karat’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
E. Legal Orders
We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order.
F. Survival
Sections 1C (Account Management), 1D (Fees and Payment Authorization), 2 (Our Proprietary Rights), 3 (Site Data and Privacy), 4C (Representation, Warranties and Covenants of Company), 4D (Repayment of the Purchase Price), 4E (Linked Bank Account), 4G (Remedies), 4H (Reimbursement for Chargeback Fees), 6D (Miscellaneous), 7 (Third-Party Services, Links and Information), 8 (Other Information and Materials), 9 (Representations and Warranties; Indemnification), 10 (No Warranties; Disclaimer), 11 (Limitation of Liability), 12 (Term and Termination), 14 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver), and this Section 15 (General), and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Agreement.
Appendix A - Ancillary Services
From time to time, Karat may make available to you certain Ancillary Services. We reserve the right to decline to provide you any Ancillary Service for any or no reason at all. The following terms apply, in addition to the terms and conditions of the Agreement, to each Ancillary Service you may access, use or receive.
It is your responsibility to provide all the information required for the preparation and provisioning of any Ancillary Services. Ancillary Services will be provided based on the information submitted by you and/or your representatives. We will not audit or otherwise verify the information you submit to us, although we may ask you for additional documentation and clarification related to such information. Our provisioning of Ancillary Services cannot be relied on to uncover any errors, fraud, or other irregularities in the underlying information submitted to us. We anticipate that you will furnish all of the requested information in a timely and organized manner. As part of our provisioning of Ancillary Services, we may suggest you to make certain filings or elections, and it is your responsibility to ensure such actions are completed and that agree you will consult with legal counsel and accountants prior to making such filings or elections to determine if such filings or elections are appropriate. You agree we are not liable for any advice or suggestions we may provide in connection with Ancillary Services and you waive any claims against us for any such advice or suggestions to the maximum extent permitted by law.
You understand that Ancillary Services may support your use of Third-Party Services or may be provided via or in connection with Third-Party Services. To the extent you elect to enroll in Ancillary Services to use or access Third-Party Services, you will designate us as an authorized user of your accounts for Third-Party Services to the extent necessary and authorize us to perform any actions on your behalf in order to provide you the Ancillary Services. You understand that you are responsible for all actions we may undertake in connection with your accounts for Third-Party Services and waive any claims you may have against us for use of your accounts for Third-Party Services to the maximum extent permitted by law. You understand that the performance of Ancillary Services is dependent on Third-Party Providers and Third-Party Services, and Karat has no control over such Third-Party Providers or Third-Party Services. You waive any claims you may have against us for failure of Ancillary Services to perform as expected and for any failures or performance of Third-Party Providers or Third-Party Services.
1. Formation service
Karat may offer you materials and tools to facilitate your formation of a U.S. business entity (“Formation”) and/or your S-corporation election (“S-corporation Election”), including the filing and execution of certain documents and forms on your behalf based on the information you provide to us (collectively, the “Formation Services”). The Formation Services may also include the facilitation of converting or otherwise re-incorporating your existing business entity into a corporation incorporated under another state’s laws. You acknowledge and agree that our Formation Services merely facilitate your Formation and/or S-corporation Election, and do not include any analysis or advice whether any such Formation and/or S-corporation Election is available to you or advisable for you. You are solely responsible for verifying whether any Materials, including any templates and forms, we provide to you in connection with the Formation Services are suitable for your needs. You are solely responsible for obtaining any advisors and advice, including tax and legal advice, with respect to the form and jurisdiction of business entity and related matters in connection with your Formation, including any issuances of stock or other equity interests. You acknowledge and agree that you are solely responsible and liable for all tax obligations related to your S-corporation Election, if applicable, and you will indemnify Karat against any penalties, interest or other liability arising from your failure to pay such taxes. We may also provide you with materials to facilitate the application for a Federal Tax Identification Number or Employer Identification Number (“EIN”) as part of the Formation Services. You represent and warrant that any information you provide to us in connection thereto is accurate and complete. You authorize us to use such information to obtain such EIN from the U.S. Internal Revenue Service.
As part of your Formation, we may designate a registered agent chosen by us for your business. Corporations and limited liability companies are required to have a registered agent. You authorize such registered agent to receive service of process on your behalf, including any notices of legal proceedings and other government communications. We will notify you of the identity of your registered agent and any terms of service or other agreements your registered agent requires you to accept. It is your responsibility to keep your address, contact information, and other business information with us and the registered agent. If we receive any communications from your registered agent related to your business, we will forward such communications to the business address we have on file for you. The registered agent and its services to your business may automatically renew, and you must pay any renewal fees for any renewal period. It is your sole responsibility to pay any necessary fees related to your registered agent and their services to your business. The registered agent may cease to provide its services to you in the event you fail to timely pay such fees when due. You may cancel the registered agent’s appointment at any time by providing us with at least 30 days’ written notice prior to the date of renewal. Upon cancelling the registered agent’s services, you will need to submit appropriate change of agent paperwork with the applicable state agencies. By cancelling the registered agent services, you acknowledge that the registered agent will resign as your registered agent and, upon resignation, such registered agent will cease to act as your registered agent. Any fees associated with completing a change of agent are your sole responsibility. You acknowledge and agree that it is your sole responsibility to comply with all applicable laws and pay all necessary fees in connection with your registered agent. You are solely responsible for paying any filing fees, taxes (including annual franchise taxes), and other fees and expenses in connection with forming and maintaining your business and S-Corporation Election.
You are solely responsible for complying with all applicable laws and regulations related to the S-corporation Election and the Formation and the type of business entity you choose, including those related to maintaining your business entity.
2. Bookkeeping service
As part of our Services, we may make available certain bookkeeping services (“General Bookkeeping Services”) and certain catch-up bookkeeping services (“Catch-up Bookkeeping Services” and together with the General Bookkeeping Services, the “Bookkeeping Services”). Karat’s Bookkeeping Services provides bookkeeping assistance for small businesses. The Bookkeeping Services consist of recording, classifying and reconciling your in-scope financial records (i) on a monthly basis for the General Bookkeeping Services or (ii) for up to the past twelve months or such other agreed upon time by Karat for the Catch-up Bookkeeping Services. The General Bookkeeping Service does not include any retroactive bookkeeping services (i.e. bookkeeping assistance for the months prior to your purchase of our General Bookkeeping Services); if you are interested in any retroactive bookkeeping services, please contact us for additional information and terms and conditions that supplement the terms here.
You acknowledge and agree that the Bookkeeping Services are performed on a cash basis and are not done in accordance with U.S. Generally Accepted Accounting Principles (US GAAP) or International Financial Reporting Standards. The quality of our Bookkeeping Services depends on the quality of the information that you provide to us. It is your sole responsibility to maintain accurate and complete accounting records. Karat’s Bookkeeping Services do not include any audit, review, examination or other forms of attestation. Karat is not a Certified Public Accountant firm and is not registered with the State Board of Accountancy in any state. The Bookkeeping Services do not include any tax advice, tax preparation or filing assistance, billing, invoicing or the generation of any reports on your behalf.
In order for Karat to provide you with the Bookkeeping Services, you are required to:
- provide all supporting documentation and information for your financial records, including but not limited to bank statements, receipts, invoices, bills, and leases;
- provide any other requested information in a timely manner;
- ensure that all information provided is accurate, up-to-date and complete;
- create, send and manage any billing, invoicing, or reporting that you require; and
- complete the recording, classifying and reconciling of your accounts for any periods prior to either (i) the period in scope for the Catch-up Bookkeeping Services or (ii) your purchase of the General Bookkeeping Services.
While providing Bookkeeping Services, Karat may produce internal documentation to substantiate its work. You acknowledge that such documentation is the property of Karat and are confidential and proprietary information of Karat and will be retained by Karat in accordance with its policies and procedures and applicable laws.
Karat disclaims all representations and warranties as to the accuracy and completeness of any bookkeeping records or documents provided in connection with Bookkeeping Services, and it is your job to confirm the accuracy and completeness of all such records and documents.
3. Account management service
We may offer general customer support services to you, including in connection with general business questions that you may have. We may provide suggestions or recommendations to you as part of those customer support services. However, we do not provide any legal, tax or investment advice. Karat in no circumstances applies the law to the facts or your particular situation. Such customer support is not a substitute for legal, financial, tax or other professional advice. You are solely responsible for obtaining any such professional advisors or advice.
4. Payroll service
As part of our Services, we may make available to you certain payroll services and other related services (“Payroll Services”) for the purposes of (i) calculating payroll and its associated liabilities for your business, (ii) processing payroll and submitting payroll payment requests to Third-Party Providers that you have an agreement with (e.g., Gusto and Quickbooks), and (iii) requesting, on your behalf, Third-Party Providers to make payroll tax payments and payroll tax filings electronically.
You must submit any and all information and documents that Karat requires for providing the Payroll Services. You represent and warrant that all information and documents provided to Karat in connection with the Payroll Services is accurate and complete. Karat will rely on the information furnished by you in its performance of the Payroll Services and you acknowledge that the quality of Karat’s Payroll Services depend on the quality of information you provide to Karat in connection thereto. Karat does not audit or otherwise verify the information you submit to us. It is your sole responsibility to provide and maintain accurate and complete payroll-related records and documentation, including as required by applicable law. Failure to timely provide the required documents may adversely impact Karat’s ability to perform the Payroll Services. Depending on the type of Payroll Services you request Karat to provide, you may need to agree to additional terms and conditions and complete and sign additional forms or authorizations that we provide to you.
You acknowledge and agree that, in connection with Karat’s Payroll Services to you: (i) Karat is not acting in a fiduciary capacity for your or your business, (ii) Karat is not transmitting any funds or making any payroll tax payments or payroll tax filings on your behalf (all such fund transfers and filings are to be performed by Third-Party Providers through your subscription with such Third-Party Providers), (iii) using the Payroll Services does not relieve you of your obligations under local, state or federal laws or regulations to retain records relating to your data contained in any files or documentation held or provided by Karat and (iv) any information that Karat provides in connection with the Payroll Services is for informational purposes only and shall not be construed by you as legal, tax or accounting advice.
You are solely responsible for any penalties, fees, fines, judgments, liabilities and other costs, including but not limited to IRS penalties and interest, arising from the failure to timely provide and maintain accurate and complete payroll-related information. You are also responsible for (i) depositing any federal, state and local withholding liabilities incurred prior to enrolling the Payroll Services, (ii) submitting any payroll returns to tax agencies that were due for payroll tax liabilities incurred prior to enrolling in the Payroll Service and (iii) cancelling any prior payroll service or services of professional employee organizations or employee leasing companies.
On or prior to your payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, you authorize Karat to instruct, as your agent and under your account with the with the applicable Third-Party Provider, such Third-Party Provider to initiate debit entries to your designated bank account and for an amount necessary to (i) fund your direct deposits, (ii) pay any fees or charges associated with the Payroll Services, (iii) pay your payroll taxes, (iv) pay any debit, correcting or revering any entry initiated pursuant to the Payroll Services which is later returned to us, and (v) pay any other amount that is owing in connection with the Payroll Services. You are responsible for funding the bank account with sufficient funds prior to the date the Third-Party Provider initiates a debit.
In connection with the Payroll Services, you agree that by submitting each payroll: (i) you approve all payroll information submitted to Karat, (ii) you represent and warrant to Karat that no payroll information submitted to Karat and its processing thereof would violate any applicable laws or regulations, including sanctions-related laws and regulations, (iii) you waive and release any and all claims against Karat arising out of any errors or omissions in the payroll information that you did not correct or request us to correct, and (iv) you acknowledge that any requests for corrections will be considered special handling and may be subject to additional fees. Karat will not be liable for any penalty, losses, damages, interest or other claim that results from inaccurate or incomplete information that you provide to Karat. Any penalty, losses, damages or interest incurred, or any other claim that arises due to inaccurate or incomplete information provided by you will be your sole responsibility and you agree to hold Karat harmless from such liability. Karat, in its sole discretion, may decide not to process your payroll, including not instructing any Third-Party Provider to pay any payroll taxes and file any payroll tax returns, if there are any unresolved problems with any information requested by Karat or submitted by you. Karat’s sole liability and your sole remedy for our negligent failure to perform the Payroll Services will be to reprocess any data provided or resubmit revised instructions on your behalf to Third-Party Provider to disburse payroll or make any payroll tax filing.
You acknowledge and agree that if you terminate the Payroll Services, then such termination may not be reversible and, as of the time of such termination, Karat will have no obligation to instruct your Third-Party Provider to make further payroll tax filings on your behalf.
You acknowledge and agree that even though you have authorized a third party, such as Karat, to provide Payroll Services, you are ultimately held responsible by taxing authorities for the timely filing of employment tax returns and the timely payment of employment taxes for your employees.
You represent and warrant that you have all necessary consents and approvals required to provide any and all information you provide to Karat in connection with the Payroll Services. You must provide us information on your employees and contractors in connection with Payroll Services. You represent and warrant that you have all necessary consents and approvals from such employees and contractors to disclose such information to Karat.
Upon Karat’s request, you will execute any and all documents and perform any other acts reasonably requested by Karat in connection with the Payroll Services, including any powers of attorney.
5. Tax services
We may make available to you certain tax filing services for your U.S. federal and state business and/or personal income tax returns (“Tax Services”). As part of the Tax Services, a Karat representative or outsourced tax preparer (“Tax Preparer”) may assist with the preparation of your federal and/or state tax returns and/or prepare your tax return with your active participation and answer certain questions you may have about your tax returns.
You acknowledge and agree that some tax topics or situations may not be included as part of the Tax Services, which shall be determined in Karat’s sole discretion. The Tax Services provided to you will be based on the information you provide to Karat. You understand and agree that if you provide incorrect or incomplete information, the assistance provided to you may not be accurate. You agree you are responsible for the overall accuracy of the data in your final tax return(s).
In certain situations, such as if Karat provides a full review of your tax return or if the assistance of your tax return requires significant oversight and actual preparation, a Tax Preparer may be obligated under IRS rules to sign your return as the preparer and will then have primary responsibility for the preparation of your returns; provided that you are still responsible for the information you provide, for providing all necessary information and documents and for reviewing your return before it is filed to verify its overall completeness and accuracy. You understand and agree that once you delegate preparation of your tax return to a Tax Preparer, you will no longer be able to prepare your tax return yourself using our Tax Services and you authorize the Tax Preparer to sign on your behalf. You are required to timely provide your Tax Preparer with access to all necessary supporting documentation as may be requested by your Tax Preparer, as well as to provide any other information requested by your Tax Preparer.
You acknowledge and agree that:
- The Tax Services do not include tax planning services. Your Tax Preparer, if applicable, may provide suggestions or guidance or recommend tax savings strategies, however, it is up to you to decide whether to follow such suggestions, and it is your sole responsibility to act on any recommended actions. Where applicable, we may recommend estimated quarterly tax payment amounts based on your current year tax return and information you provide about future income. You are responsible for deciding whether and how to make such payments and for adjusting such payments if your financial situation changes.
- Karat, in its sole discretion and at any time, may determine that certain tax topics, forms or situations are not included as part of the Tax Services and may decline to provide such Tax Services, or portion thereof.
- The Tax Services do not include or provide to you any legal, investment, tax, or estate advice or planning, other than the preparation and filing of your federal and state income tax returns.
- Your engagement with a Tax Preparer will conclude when either: your Tax Preparer notifies you that your tax returns are ready to file; if we notify you that additional information is needed in connection with the Tax Services and you fail to timely respond to such requests; your e-filed tax returns are sent and accepted by the taxing authority; or delivery of electronic copies of completed tax returns to you (if you are paper filing by mail). More than one Tax Preparer may assist you in the Tax Services, as determined by Karat in its sole discretion.
- Karat will assist in the preparation of your tax returns solely based on the information you have provided. It is your responsibility to promptly provide all information that Karat or the Tax Preparer require for the preparation of complete and accurate tax returns for you. You represent and warrant that all information you provide is accurate and complete and that you have the right to share such information with Karat.
- The Tax Services cannot be relied upon to discover errors, fraud or other irregularities in your prior year tax returns or other documents. Although we may ask you for clarification on some of the information you submit to us, we will not independently audit or otherwise verify such information.
- You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your tax returns. While Karat will store certain tax records in accordance with IRS and/or state rules, you acknowledge and agree that you must comply with federal and state recordkeeping requirements, including those of the IRS. Karat has no obligation to store your tax documents, other than to the extent required by applicable law and regulation. You agree to hold Karat harmless from any liability, cost, penalty, judgement, interest and other fees and expenses resulting from the disallowance of tax deductions due to inadequate documentation.
- You are responsible for the overall accuracy of the data and information in your final tax returns. We will not file any tax returns until we receive your payment for the Tax Services and your consent to e-file/submit your tax returns. Your Tax Preparer will notify you when your tax returns are ready to file and we may charge you for the Tax Services at that time, regardless of whether you decide to proceed with filing. After payment, you will need to download and carefully review an electronic copy of your completed tax returns for accuracy and completeness. If you identify any errors in your tax return during your review (and before you approve), you agree to promptly notify your Tax Preparer and work with the Tax Preparer to correct the errors. To approve your return, you will electronically sign a completed Form 8879, IRS e-file Signature Authorization and any additional applicable state and local authorization forms required to allow us to electronically file your tax returns or to be the preparer of your printed and mailed tax returns. You agree that with your electronic signature on such forms, you represent that you and any joint filer have received a copy of, reviewed and approved the final tax returns as accurate and complete. If you are filing a jointly-filed tax return, you and such joint filer or spouse must both sign Form 8879 to complete the approval process.
- Subject to availability, Karat will use commercially reasonable efforts to facilitate your transmission of your tax returns to the applicable taxing authority. If we cannot electronically transmit your tax return, you agree to manually print and sign the tax return and mail the tax return directly to the respective taxing authority in a timely manner. When paper tax returns are used, the Tax Services shall be considered completed when your Tax Preparer notifies you that your returns are ready to file and access to the final electronic copies of your returns are provided to you.
- You agree that for returns with “married filing jointly” filing status, both spouses are deemed to users of the Tax Services and by agreeing to this Agreement, you acknowledge that your spouse has also read, acknowledged and agrees to be bound by the terms of this Agreement. Both individuals acknowledge that there is no expectation of privacy between the spouses by Karat concerning the Tax Services. We may share with either spouse, without consent of the other, any information concerning the preparation of your tax returns.
- We will use reasonable judgment to resolve questions where a tax law may be unclear, to the extent permitted by professional conduct rules and applicable law, and provided there is substantial authority for doing so. You may request a specific tax position, provided it is consistent with our understanding of applicable tax law, rules and regulations. If we disagree with your requested position, we may decline to prepare and sign your return, and you may complete your tax return using a method or service other than the Tax Services.
- United States has certain reporting requirements with respect to persons having certain direct and indirect interests in a foreign bank account or other foreign financial assets. Failure to comply with these reporting requirements may result in substantial civil and criminal penalties. You are responsible for information us of all foreign assets, and we may determine that you are not eligible for the Tax Services based on your situation with such foreign assets. If we prepare your individual income tax return, you will be responsible for filing any required foreign tax returns or required foreign account reporting. You assume all responsibility and liability for any penalties associated with the failure to file, or untimely filing, of any of these forms.
- Karat will not represent you in connection with any audit of your tax returns.
- Karat will not be responsible for any fees or costs connected to any late filing of your taxes caused by your failure to timely provide the Tax Preparer with the required information for your tax returns.
We reserve the right to refuse to prepare a tax return for any reason in our sole discretion.
It is your responsibility to provide all the information required for the preparation of complete and accurate tax returns. Your returns will be prepared from the information submitted by you and/or your representatives. You must furnish all of the requested information in a timely and organized manner. During this engagement, Tax Preparer may advise you to make certain online tax elections, online registration or online payments, and it is your responsibility to ensure such actions are completed.
The Internal Revenue Service and various other federal and state authorities require the reporting of information concerning activities and holdings outside the United States. It is your responsibility to notify us of any such matter.
You should review the tax returns prior to signing and filing them because you have ultimate responsibility for them. You agree and acknowledge that by signing and filing (or authorizing the filing) of your tax returns, you represent that you provided us all information required for the preparation of complete and accurate tax returns.
The nature of this engagement requires Tax Preparer to exercise our professional judgment with respect to the Services and to comply with professional standards and applicable laws. In completing your tax returns, Tax Preparer may adopt a position you request. In the event that you ask us to (i) take an unsupported tax position or (ii) take a tax position and refuse to make any required disclosures, you agree that we may withdraw from this engagement without completing or delivering the tax returns.
6. Tax strategy and financial advising services
We may make available to you certain tax strategy (“Tax Advice Services”) and financial advising services (“Finance Advice Services” and collectively with the Tax Advice Services, the “Advice Services”). The Tax Advice Services consist of general tax advice and the Finance Advice Services consist of general financial advice; provided that we do not provide any legal or investment advice, estate or investment planning, or other areas of advice other than tax and tax filing advice. Certain tax topics or situations, as determined in Karat’s sole discretion, may not be included as part of the Tax Advice Services. The Tax Advice Services may include suggestions and recommendations regarding tax saving strategies; however, following such suggestions or recommendations is entirely up to you. Any advice provided through our Tax Advice Services does not include a guarantee that you will not be audited by a taxing authority. You must consult with a lawyer or accounting professional before making any tax decisions. We are not a registered investment adviser. We do not manage investment assets or provide specific investment advice. Please consult with professional investment advisers before making any investment decisions. You are solely and exclusively responsible for all financial and/or tax decisions, whether made as a result of, or while using, Advice Services or otherwise.
Subject to applicable law, Karat reserves the right to, and may, make unilateral modifications to these terms and will provide notice of these changes by posting an updated version here: www.trykarat.com/terms-of-use. By accessing or using the Services after we make any such changes to this Agreement, you are deemed to have accepted such changes. Please refer back to this Agreement and our website on a regular basis.