Terms of Service

1.Nebula and our partner banks#

Nebula is a financial technology company, not a bank. Deposit accounts are held at FDIC-insured partner banks, and cards are issued by a partner bank under licence from the card network. When you open an account you also accept the partner bank’s deposit agreement and cardholder terms (the “Partner Terms”), which are presented during sign-up.

FDIC insurance covers the failure of an insured bank, not the failure of Nebula. Pass-through coverage is subject to FDIC rules and limits. If these terms conflict with the Partner Terms on a matter of deposits or card issuance, the Partner Terms control.

2.Eligibility and account opening#

• You must be a business legally formed in the United States, as described under Supported and restricted regions below, and not a sole consumer acting for personal, family or household purposes.
• You must give us accurate, complete information about the business, its directors and its beneficial owners, and keep it current.
• We may decline an application, or ask for more information, at our discretion and as our partners and the law require. We are not always permitted to explain why.
• The person accepting these terms confirms they are authorised to bind the business.

3.Supported and restricted regions#

Where your company is formed

Accounts are offered for commercial purposes only to companies formed and registered in one of the 50 US states, the District of Columbia or Puerto Rico, with a US Employer Identification Number (EIN). The company may operate from inside or outside the United States.

Who can apply

The applicant and every individual who owns 25% or more of the company must be a US citizen or hold citizenship of one of these countries:

Sole proprietorships are accepted only from US citizens; other applicants must use an LLC, corporation or partnership. We review this list regularly and add countries where we can verify applicants reliably.

Prohibited regions

We do not open accounts for, and do not process payments to, from or through, any person located, organised or ordinarily resident in a region subject to comprehensive US sanctions, including:

• Cuba
• Iran
• North Korea
• Syria
• the Crimea, so-called Donetsk People’s Republic and so-called Luhansk People’s Republic regions of Ukraine

Nor do we serve anyone on the US Treasury’s Specially Designated Nationals (SDN) list or other restricted-party lists. We may also restrict features, decline card transactions or block payments involving other countries for sanctions, regulatory or fraud-risk reasons. These lists may change without notice as the law or our partner banks require.

4.Users, credentials and API keys#

You control who has access to your account and what each user, API key and agent can do. Keep credentials secret, rotate them if you suspect exposure, and tell us immediately at security@nebulabank.xyz about any unauthorised access.

Instructions received with your valid credentials are treated as authorised by you. We are not liable for losses caused by credentials you failed to protect, except to the extent required by law or the Partner Terms.

5.Agent cards and spending policies#

Nebula lets you issue payment credentials to software agents and bind them to spending policies such as ceilings, merchant allowlists and expiries.

• You are responsible for your agents. Every transaction an agent makes within the policy you set is your transaction, as if an employee had made it with a company card.
• Policies are enforced at authorisation. We decline transactions that would breach a policy, but we cannot guarantee a merchant will not capture a different amount than it authorised, or that a merchant category is coded correctly by the network.
• Revocation takes effect at the network level, usually within a second. Transactions authorised before revocation may still settle.
• You must not use agent cards to make purchases on behalf of third parties who are not your customers, or to evade the limits of these terms.

6.Fees and billing#

You agree to pay the fees for your plan as published on our pricing page or in your order form. Usage fees are charged as they accrue or monthly in arrears; platform fees are charged in advance.

We may debit fees from your Nebula balance. We will give at least 30 days’ notice before increasing a fee; the change applies from your next billing cycle. Fees are exclusive of taxes, which you are responsible for.

7.Acceptable use#

You must not use the Services to:

• violate any law, including sanctions, anti-money-laundering, anti-bribery and consumer-protection law;
• operate a business on our prohibited list, which includes unlicensed money transmission, gambling, adult content, weapons and cryptocurrency exchange services without our written approval;
• probe, scan or test the vulnerability of the Services except through our published disclosure programme;
• exceed published API rate limits deliberately, or interfere with other customers’ use of the Services;
• resell or white-label the Services without an Enterprise agreement that permits it.

8.Your data#

You own the data you put into Nebula and the ledger records generated from it (“Customer Data”). You grant us the rights needed to provide, secure and support the Services, and to meet our legal obligations. We handle personal data as described in our Privacy Policy and Data Processing Addendum.

We will not use Customer Data to train machine-learning models, and we will not sell it. We may use de-identified, aggregated statistics that cannot reasonably be linked to you to operate and improve the Services.

9.Intellectual property#

The Services, including the software, API, documentation and branding, belong to Nebula and its licensors. We grant you a limited, non-exclusive, non-transferable right to use them for your internal business purposes during the term. If you send us feedback, we may use it without obligation to you.

10.Availability and changes#

We aim for the uptime stated for your plan and publish incidents on our status page. Planned maintenance is announced at least 48 hours in advance. We may change or retire features; when a change materially reduces functionality you rely on, we will give 90 days’ notice for API changes and 30 days for everything else.

11.Suspension and termination#

You may close your account at any time from the dashboard. We may suspend or close an account, or block a transaction, if we reasonably believe it is necessary to comply with law or the Partner Terms, to prevent fraud or loss, or because you have materially breached these terms. Where permitted, we will tell you why and give you a chance to fix it.

On closure we will return your remaining balance, less fees owed, to a verified account in your name, unless the law requires us to hold it. Sections that by their nature should survive termination will survive.

12.Disclaimers#

Except as expressly stated, the Services are provided “as is”. Forecasts, runway models, anomaly alerts and attribution are tools to support your decisions, not financial, tax or legal advice, and may contain errors. To the extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

13.Limitation of liability#

To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue. Each party’s total liability arising from these terms is limited to the fees you paid Nebula in the twelve months before the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party’s indemnity obligations, or to liability that cannot be limited by law.

14.Indemnification#

You will defend and indemnify Nebula and its partner banks against third-party claims arising from your breach of these terms, your violation of law, or transactions made by your users or agents. We will defend and indemnify you against third-party claims that the Services, as provided by us, infringe that party’s intellectual property rights.

15.Governing law and disputes#

These terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Before filing any claim, each party agrees to try to resolve the dispute informally for 30 days.

Disputes that are not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Rules, seated in San Francisco, California. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

16.General#

• Changes. We may update these terms with 30 days’ notice by email and in the dashboard. Continuing to use the Services after the effective date means you accept the update.
• Assignment. You may not assign these terms without our consent, except to a successor of your business that passes our verification.
• Entire agreement. These terms, your order form, the Partner Terms and the documents they reference are the entire agreement between us.
• Notices to Nebula go to legal@nebulabank.xyz. Notices to you go to the email address of your account administrator.

17.Contact#

Questions about these terms: legal@nebulabank.xyz, or Nebula Technologies, Inc., 548 Market St, PMB 90412, San Francisco, CA 94104, USA.