Terms and Conditions

1. Introduction

These Terms and Conditions (“Terms”) govern access to and use of the Cardfornia platform, website, dashboard, APIs, virtual cards, physical cards, payment services and related products (collectively, the “Services”), operated by HONGKONG ADSPOWER INFORMATION TECHNOLOGY LIMITED (Company Registration No. 2993553), a company incorporated in Hong Kong (“Cardfornia”, “we”, “us”).

The Services are provided for business purposes only, to legal entities and to start-up teams as described in Section 2. They are not offered to consumers and are not available for personal, family or household use.

By accessing, registering for, or using any Cardfornia Service, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

2. Eligibility

To use the Services, the applicant must:

• Be a duly incorporated legal entity in good standing, or a start-up team that meets the conditions below (in each case, the “Client”);
• Have full legal capacity to enter into binding agreements;
• Not be located in, organised under the laws of, or controlled by persons in any prohibited or sanctioned jurisdiction;
• Successfully complete our KYB verification (or, for a start-up team, KYC verification of its representative) and, for each cardholder, KYC verification.

Start-up teams. A start-up team that has not yet completed company registration may open an account through one individual representative, who completes KYC verification in their own name. Until the team’s legal entity completes KYB verification:

• The representative acts for the team, must use the Services for business purposes only, and is personally bound by these Terms as the Client;
• Cardfornia may limit features, the number of cards, card limits or funding amounts;
• The representative must provide the legal entity’s registration documents and complete KYB verification within the period that Cardfornia specifies. If this is not done in time, Cardfornia may suspend or terminate the Services under Section 11.

When the legal entity completes KYB verification, it becomes the Client for the account from that date, and the representative remains responsible for the use of the Services before that date.

Cardholders must be at least 18 years of age and must be bona fide employees, directors, contractors or authorised representatives of the Client or, for a start-up team, members of the team.

Cardfornia may refuse service at its sole discretion and is not obliged to give reasons. Acceptance is additionally subject to any approval required from a Partner.

3. Account Registration and Administrators

The Client must designate at least one Administrator with authority to manage the account, nominate cardholders, issue cards, configure controls and instruct funding.

The Client agrees to:

• Provide accurate and complete information;
• Keep account and beneficial ownership information updated;
• Maintain the confidentiality of login credentials, API keys and authentication devices;
• Promptly revoke access for any Administrator who ceases to be authorised;
• Notify us immediately of any unauthorised account activity or suspected credential compromise.

We are entitled to rely on any instruction received through an authenticated Administrator session or API credential as an instruction of the Client. The Client is solely responsible for all activity conducted through its account.

Permitted users. Access to the Services under the Client’s account is limited to the Client’s own employees, directors, contractors and authorised representatives. The Client may not provide access to, or issue cards to, any other person or entity.

4. Identity Verification (KYB / KYC)

Cardfornia requires verification for regulatory and Partner compliance purposes.

Requirements may include:

• Certificate of incorporation and constitutional documents;
• Register of directors and shareholders, and ownership and control structure;
• Beneficial ownership information for holders of 25% or more;
• Government-issued identification and proof of address for directors, Administrators and cardholders;
• Liveness or selfie verification;
• Information on business activities, expected volumes, source of funds and source of wealth.

Verification is repeated periodically and may be triggered by changes in ownership, control or activity, or by a Partner’s request. Information collected may be shared with Partners and issuing institutions for verification and compliance purposes.

Failure to provide requested information within the period specified may result in suspension or termination of Services.

5. Card Services

Through the platform, the Client may access:

• Virtual cards;
• Physical cards;
• Shared-balance and per-card-balance configurations;
• Batch issuance;
• Spend controls, including transaction, daily and monthly limits, merchant category (MCC) restrictions, merchant whitelists and geographic restrictions.

Card availability depends on the applicable Partner, issuing institution, jurisdiction and regulatory requirements. Cards remain the property of the issuing institution, are non-transferable, and must be used only by the cardholder to whom they are assigned.

Cards may be suspended or cancelled by the issuing institution or a Partner independently of Cardfornia. Cards may be allocated across different BINs, as determined by the Partner. Where a BIN change, or a change of the Partner that provides a card, occurs, we will give as much notice as is practicable, but the Client is responsible for updating card details with recurring-billing merchants.

6. Self-Custodied Wallet

The Wallet is a non-custodial wallet embedded in the platform. The private keys are generated for and controlled by the Client. Cardfornia does not store, hold or have access to any private key, recovery phrase or key share.

The Client is solely responsible for safeguarding its login credentials, authentication devices and any recovery method for the Wallet. Cardfornia cannot recover, reset, freeze, reverse or move digital assets in the Wallet. Loss of credentials or of the recovery method may result in the permanent loss of those assets.

Transfers from the Wallet are initiated and authorised by the Client. Blockchain transactions are irreversible. The Client is responsible for the destination address, the network and the asset of each transfer. Network fees for Wallet transfers are paid by the Client.

Digital assets in the Wallet are not a deposit, are not a balance owed by Cardfornia or a Partner, and are not protected by any deposit insurance or compensation scheme.

7. Funding and Transactions

The Client funds its cards by transferring stablecoins from its Wallet to the deposit address of its dedicated sub-account with a Partner. Cardfornia does not receive, hold or transmit these funds.

Funding must originate from the Client’s own Wallet. Third-party funding is not accepted and may be returned.

Digital asset funding is subject to blockchain analytics screening by the Partner and is credited only after the required network confirmations and clearance. Conversion is executed by the Partner at the rate applied at the time of processing, inclusive of the applicable spread. Rates are indicative until execution.

The Client acknowledges that:

• Transaction authorisation does not guarantee final settlement;
• Authorisation holds reduce the available balance and may persist until settlement or expiry;
• Reversals, chargebacks and refunds may occur;
• Currency conversion rates and third-party fees may apply.

Cardfornia is not responsible for delays or failures caused by Partners, issuing institutions, payment networks, banks, blockchain networks, merchants or other external service providers.

8. Balances

Wallet assets. Digital assets in the Wallet belong to and are controlled by the Client. They are not held by Cardfornia or a Partner, and they are not a balance or obligation of Cardfornia.

Accordingly:

• The card balance is an obligation of the Partner that holds it, not of Cardfornia. Cardfornia does not owe the card balance to the Client.
• Any claim in respect of the card balance is made against that Partner.
• The card balance is not a deposit.
• Access to the card balance depends on the Partner and on the continued availability of the arrangements described in Section 1, and may be affected if a Partner suspends, restricts or terminates those arrangements.
• No interest is payable on any balance.
• When a card expires, its remaining balance is returned to the Client’s Wallet.

9. Fees

Applicable fees may include:

• Onboarding and KYB fees;
• Platform and account maintenance fees;
• Card issuance and replacement fees;
• Funding and conversion fees;
• Foreign exchange and cross-border transaction fees;
• Declined transaction fees;
• Chargeback handling fees.

Current fees are set out on the Cardfornia website or in the applicable service agreement. Fees are collected by the Partner from the Client’s card balance on Cardfornia’s behalf and settled between the Partner and Cardfornia. Cardfornia cannot debit the Wallet. Where the card balance is not sufficient to pay a fee, the Client must fund its sub-account from its Wallet. Network fees for Wallet transfers are paid by the Client directly. Fees are exclusive of GST and other taxes.

Fees may be updated on thirty (30) days’ notice, except where a shorter period is required by law, by a Partner, by an issuing institution or by the card networks.

10. Prohibited Activities

The Services may not be used for:

• Money laundering or terrorist financing;
• Fraudulent activity, including transaction laundering and card testing;
• Gambling, betting and gaming;
• Multi-level marketing, pyramid and Ponzi schemes;
• Purchase or trading of digital assets, unless expressly enabled in writing;
• Adult content and services;
• Controlled substances, weapons, and export-controlled goods;
• Sanctioned transactions or transactions with sanctioned persons;
• Unauthorised financial services, including money transmission, remittance and loading of other payment instruments;
• Intellectual property infringement;
• Structuring transactions to evade limits, controls or reporting thresholds;
• Any activity prohibited by applicable law, by a Partner, by an issuing institution or by the card networks.

The Client must not act as a pass-through agent or intermediary for the Services without adding independent value, sublicense, resell, redistribute or white-label the Services, or make the Services available to any undisclosed third party, in each case without Cardfornia’s prior written consent.

Cardfornia may block, reject, reverse, suspend or report any suspicious activity, and may recover from the Client any resulting losses, fines and network assessments.

11. Suspension and Termination

Cardfornia may suspend, restrict or terminate Services where:

• Required by law or a competent authority;
• Required by a card network, an issuing institution or a Partner;
• Fraud, sanctions exposure or suspicious activity is detected;
• Verification information is not provided;
• The account carries overdue fees;
• These Terms are violated.

Card balances may be temporarily restricted by the Partner pending investigation. Cardfornia cannot restrict or move the digital assets in the Wallet. Where disclosure is prohibited by law, or where the restriction originates from a Partner or issuing institution, we may be unable to explain a suspension.

Suspension by a Partner. The Client acknowledges that a Partner or issuing institution may suspend, restrict or terminate the arrangements on which the Services depend, including for reasons unrelated to the Client. Where this occurs, Cardfornia will notify affected Clients as soon as practicable and will use commercially reasonable efforts to restore service or to return balances, but cannot guarantee continuity of the Services.

Either party may terminate on thirty (30) days’ written notice. On termination, all cards are cancelled and the remaining card balance is returned to the Client within ninety (90) days, after deduction of fees and a reserve for pending transactions and chargebacks, and subject to release of the corresponding funds by the relevant Partner. Return is made only to the Client’s Wallet or to another wallet address verified as belonging to the Client.

12. Refunds and Chargebacks

Refunds are credited to the Client’s card balance when received from the merchant. Processing times depend on merchants, acquiring banks, card networks, issuing institutions and Partners, and may take up to thirty (30) business days to be reflected.

Cardfornia and the issuing institution are not parties to the underlying purchase and are not responsible for the delivery, quality, safety or legality of goods or services acquired with a card. Disputes must be raised with the merchant in the first instance.

Chargeback requests must be submitted within sixty (60) days of the transaction date with supporting documentation. Chargebacks are processed by the issuing institution under card network rules; Cardfornia submits and tracks claims but does not decide them and does not guarantee recovery.

Excessive dispute activity may result in card network monitoring programs. Cardfornia may impose remediation measures, additional fees or suspension where this threshold is exceeded, and may pass through any network fines attributable to the Client.

13. Intellectual Property

All content, trademarks, logos, software and intellectual property relating to Cardfornia remain the exclusive property of Cardfornia or its licensors.

The Client is granted a non-exclusive, non-transferable, revocable licence to use the platform for its internal business purposes for the term. No other rights are granted. The Client must not reverse engineer, decompile, scrape or create derivative works from the Services.

14. Limitation of Liability

Nothing in these Terms limits liability for fraud or any liability that cannot lawfully be limited.

To the maximum extent permitted by law, Cardfornia is not liable for:

• Indirect, incidental, special or consequential damages;
• Loss of profits, revenue, business opportunity, goodwill or data;
• Acts, omissions, delays, suspensions or insolvency of any Partner, issuing institution, card network, bank, acquirer or merchant;
• Service interruptions caused by third parties, including telecommunications and blockchain infrastructure;
• Declined transactions or a merchant’s refusal to accept a card;
• Movement in the value of digital assets;
• Losses arising from the Client’s failure to secure credentials;
• Loss of, or unauthorised access to, the Client’s Wallet credentials, authentication devices or recovery method;
• Transfers sent to an incorrect address, network or asset;
• Failure, error or unavailability of blockchain networks, smart contracts or wallet infrastructure.

Total aggregate liability shall not exceed the total fees paid by the Client to Cardfornia during the twelve (12) months preceding the event giving rise to the claim.

15. Indemnity

The Client indemnifies Cardfornia and its affiliates against all losses, liabilities, fines, network assessments, claims and reasonable legal costs arising from the Client’s or any cardholder’s breach of these Terms, from any regulatory action arising from the Client’s business activities, and from any claim relating to the Client’s handling of cardholder personal data.

16. Compliance and Regulatory Requirements

Cardfornia maintains anti-money laundering, counter-terrorist financing, sanctions screening and transaction monitoring procedures, and is additionally subject to the compliance requirements of its Partners and issuing institutions.

The Client represents on a continuing basis that neither it nor any director, Administrator, cardholder or beneficial owner is subject to sanctions maintained by the United Nations, Hong Kong, the United States, the United Kingdom or the European Union, and that all funds used are its own and derived from lawful sources.

The Client agrees to cooperate with any compliance review, investigation or request for additional information, whether originating from Cardfornia, a Partner, an issuing institution or a competent authority. Cardfornia may file reports with competent authorities and may be prohibited from disclosing that it has done so.

17. Privacy and Data Protection

Personal data is collected and processed in accordance with the Cardfornia Privacy PolicyCardfornia Privacy Policy and with the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong.

Client and cardholder personal data is disclosed to Partners, issuing institutions, card networks, processors and service providers as necessary to provide the Services and to meet their compliance requirements. Such data may be transferred outside Hong Kong.

Wallet addresses and on-chain transaction data linked to the Client’s account are processed to provide the Services, for blockchain analytics screening and for compliance purposes.

The Client warrants that it has a lawful basis for providing cardholder personal data to Cardfornia, its Partners and issuing institutions, and has given cardholders the notices required by applicable law.

18. Amendments

Cardfornia may modify these Terms. Updated Terms are published on the website.

Material changes take effect thirty (30) days after publication or notice to the Administrator, except where a shorter period is required by law, by a Partner, by an issuing institution or by the card networks. Non-material changes take effect on publication.

Continued use of the Services after the effective date constitutes acceptance.

19. Governing Law and Dispute Resolution

These Terms govern the relationship between Cardfornia and the Client, and are governed by the laws of the Hong Kong Special Administrative Region.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules in force at the time. The seat is Hong Kong, the tribunal shall consist of one (1) arbitrator, and the language is English.

Card issuance, the handling of card funds, and the settlement of transactions are performed by issuing institutions and Partners, and are separately governed by their respective terms and by the operating rules of the applicable card network. Claims in respect of card balances are made against the relevant Partner, as described in Section 8. Any other claim relating to the Services must be brought against Cardfornia under this Section.

Nothing in this Section limits any mandatory right the Client may have under the laws of its own jurisdiction.

20. Contact

• Email: support@cardfornia.com
• Website: www.cardfornia.com