Terms of Service

1. Agreement and paid services

These Terms of Service (“Terms”) govern access to and use of the CardenPay.com website, savings calculator, account-connection tools, and related services (collectively, the “Service”) provided by CardenPay LLC, a Wyoming limited liability company (“CardenPay,” “Carden,” “we,” or “us”). By accessing or using the Service, you (“you” or the “Company”) agree to these Terms. If you use the Service for a business, you represent that you have authority to bind that business.

A paying client must sign a separate CardenPay Revenue-Share Services Agreement. That agreement and any incorporated Data Processing Agreement govern the paid engagement, data processing, fees, savings methodology, service term, and enrichment scope. These Terms continue to govern general use of the website and tools. A signed agreement controls if it conflicts with these Terms on the subject it addresses.

2. What Carden does

Carden provides payment-cost analysis and data-enrichment middleware. With a Company's authorization, Carden connects to designated accounting, invoicing, payment-gateway, processor, and settlement systems and maps existing business data into supported commercial-transaction fields for eligible card-network programs, including Visa's Commercial Enhanced Data Program and equivalent programs.

Carden does not replace or take control of a Company's payment processing, take custody of settlement funds, act as a payment facilitator or money transmitter, or store full payment-card numbers or card verification codes. Carden maps and formats facts that already exist in authorized systems. Carden does not fabricate, estimate, or invent transaction facts to cause a transaction to qualify, and you agree not to request or encourage that conduct.

3. Eligibility and accounts

• You must be at least 18 and able to form a binding contract for a business entity.
• You must provide accurate information and keep account credentials confidential.
• You are responsible for activity by users and administrators you authorize.
• You must promptly notify Carden of suspected unauthorized access.

Company administrators control workspace membership, roles, integration permissions, and connections. You may not share individual user accounts, bypass access controls, or allow access after a person's authorization ends. Carden may require additional verification before a sensitive action.

4. Connected accounts, including QuickBooks

The Service requires you to authorize access to third-party accounts you designate (“Connected Accounts”) through OAuth or a restricted API key that you control. You represent that you have the right to grant this access and instruct Carden to process the resulting data. Carden limits access to what is reasonably necessary to provide the authorized Service.

QuickBooks Online

The current QuickBooks Online connector is read-only. Authorization occurs through Intuit's OAuth consent flow, and Carden does not receive your Intuit password. The connector requests the QuickBooks accounting permission shown by Intuit and reads relevant company information, preferences, customers, items, invoices, invoice lines, accounting payments, source identifiers, and update metadata. It does not create, update, or delete QuickBooks records and does not use the QuickBooks Payments API.

Carden may use factual fields derived from authorized QuickBooks records in a Company-directed workflow with its separately authorized payment gateway, processor, or card network. Any payment execution remains controlled by the Company and its payment provider. An accounting payment in QuickBooks is not treated as proof of a card authorization, capture, settlement, or interchange outcome.

You may disconnect QuickBooks in Carden or through Intuit. Carden will immediately disable local use of the connection, stop eligible imports, request OAuth token revocation, and delete its encrypted token set after successful revocation. Disconnecting does not automatically delete historical records already imported; the signed agreement, Data Processing Agreement, and Privacy Policygovern their retention and deletion.

Intuit provides and controls QuickBooks Online and its data-transfer services. CardenPay, not Intuit, licenses and supports the Carden application. Intuit is not responsible for CardenPay, the Service, or these Terms. Third-party services have their own terms and may change or become unavailable.

5. Savings calculator and estimates

Any calculator, projection, diagnostic opportunity, or savings figure provided through the website is illustrative and non-binding. It is not a quote, guarantee, or promise of actual savings. Results depend on factors outside Carden's control, including card mix, merchant category eligibility, processor pricing, whether lower interchange is passed through, network rules, and the accuracy and completeness of Company data. Transmitting enhanced data is not itself proof of a realized savings outcome.

6. Fees

The public website and savings estimate tools are free unless clearly stated otherwise. Paid services are billed only under a signed Revenue-Share Services Agreement. Under Carden's standard model, CardenPay is compensated as an agreed percentage of Net Realized Savings calculated from actual processor settlement and interchange evidence. CardenPay does not charge a flat subscription or per-transaction fee unless a signed agreement expressly says otherwise.

The signed agreement defines the applicable percentage, baseline, Net Realized Savings, participation fees, exclusions, monthly statements, invoice timing, payment terms, and disputes. CardenPay does not guarantee any amount of savings.

7. Acceptable use

You agree not to:

• use the Service unlawfully or submit fraudulent, fabricated, or knowingly inaccurate data;
• misrepresent your authority to connect or use any third-party account;
• direct Carden to use an inaccurate merchant category or unsupported transaction facts;
• access another customer's data or use credentials or tokens without authorization;
• probe, scan, scrape, reverse engineer, disrupt, overload, or bypass Service controls, except where law prohibits this restriction;
• upload malicious code, send spam, or infringe another person's rights; or
• use Service outputs as a substitute for legal, tax, accounting, or card-network advice.

8. Company data and privacy

You retain rights in data you provide or direct Carden to obtain (“Company Data”). You grant CardenPay the limited right to host, copy, transmit, transform, and process Company Data to provide, secure, support, and maintain the authorized Service, comply with documented instructions, and meet legal obligations. You represent that you have the rights, permissions, and lawful bases required for this processing and will provide legally required notices.

Our Privacy Policy explains general information practices. For a paying client, the signed Data Processing Agreement governs CardenPay's processing of Company Data on the client's behalf and controls over the Privacy Policy if there is a conflict about that processing.

9. Intellectual property

CardenPay retains all rights in the Service, software, mapping logic, designs, brand, website content, know-how, and improvements. Company retains all rights in Company Data. Subject to these Terms, CardenPay grants Company a limited, non-exclusive, non-transferable right to access the Service as intended. No other license is granted.

10. Disclaimers

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, CardenPay disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

CardenPay does not guarantee that any transaction will qualify for a reduced interchange rate, that an estimate will match actual results, that a processor will pass through a lower underlying cost, that a card network will approve or maintain any qualification status, or that the Service or a Connected Account will always be available. CardenPay is not a bank, payment processor, card network, accounting firm, law firm, or tax adviser.

11. Limitation of liability and indemnification

To the maximum extent permitted by law, CardenPay will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, savings, goodwill, or data, arising from the free portion of the Service, even if advised that such damages were possible. CardenPay's total liability for a claim related to the free portion of the Service will not exceed US $100.

A signed Revenue-Share Services Agreement controls liability for a paid engagement. Nothing in these Terms excludes liability that cannot lawfully be excluded. You will defend, indemnify, and hold CardenPay harmless from third-party claims, damages, and reasonable expenses arising from your breach of these Terms, misuse of the Service, unlawful instructions, Company Data, or lack of authority to connect an account.

12. Suspension and termination

You may stop using the free Service at any time. CardenPay may suspend or terminate access for conduct that violates these Terms, creates a security or legal risk, harms other users or third parties, or threatens the Service. A signed Revenue-Share Services Agreement controls termination of a paid engagement and accrued fees.

When paid services terminate, CardenPay will cease accessing Connected Accounts and return or delete Company Data as required by the signed agreement and Data Processing Agreement, subject to legal and contractual retention. QuickBooks OAuth access will be revoked as described above.

13. Governing law and general terms

These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles. Any court proceeding concerning the free Service must be brought in a court of competent jurisdiction in Wyoming unless applicable law requires otherwise. The parties will first try in good faith for 30 days to resolve a dispute through business representatives.

The parties are independent contractors. Neither party may assign these Terms without the other's consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. Neither party is liable for delay caused by events beyond its reasonable control. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remainder remains effective. These Terms and incorporated agreements are the entire agreement concerning the free Service.

14. Changes and contact

CardenPay may update these Terms. Material changes will be posted with an updated date and additional notice when required. Continued use after changes take effect constitutes acceptance to the extent permitted by law. Questions may be sent to hello@cardenpay.com.