These Terms of Service ("Terms") form a binding agreement between you and Cardiff, Inc. ("Cardiff," "we," "us," or "our") and govern your use of the Cardiff website at cardiff.co (the "Site"), the Cardiff customer and merchant portal (the "Portal"), and the Cardiff iOS application (the "App") (collectively, the "Services"). The financing products you may apply for through the Services are governed by separate transaction documents (each, a "Financing Agreement"); in the event of a conflict between these Terms and a Financing Agreement, the Financing Agreement controls as to the financing transaction itself.
Please read Section 14 (Mandatory Arbitration and Class-Action Waiver) carefully. By using the Services, you agree to resolve disputes by individual arbitration and to waive your right to a jury trial and to participate in a class action, except as described in that Section.
Cardiff offers business-purpose financing only. By accessing or using the Services, you accept these Terms. You must be 18 or older, a legal U.S. resident, and acting on behalf of a business that you are authorized to bind. If you do not accept these Terms, do not use the Services.
Cardiff operates both as a direct funder of business-purpose financing, including purchases of future receivables commonly referred to as merchant cash advances and, where Cardiff is licensed or otherwise permitted to do so, small-business loans, and as a broker of business-purpose financing to third-party funders. Cardiff does not offer any consumer-purpose financial products. Cardiff will tell you which capacity it is acting in for any particular transaction. State commercial-financing disclosure laws — including California's Commercial Financing Disclosure Law (Fin. Code § 22800 et seq.), New York's Commercial Finance Disclosure Law (Fin. Serv. Law § 801 et seq.), Utah's Sales-Based Financing Disclosure Act, Virginia's commercial financing law, and Georgia's commercial financing disclosure requirements — apply to many of Cardiff's transactions. You will receive any required disclosures with your Financing Agreement at the time required by the applicable law. Nothing on the Site is an offer of credit or financing; offers, if any, are made only through your Financing Agreement.
To access the App or Portal you must register an account. You agree to provide accurate and current information and to maintain it. You are responsible for safeguarding your account credentials, including OTPs delivered to your phone or email, and for all activity that occurs under your account. Notify privacy@cardiff.co immediately if you suspect unauthorized access. We may suspend or terminate accounts that violate these Terms or that we believe pose a security or fraud risk.
When you apply for financing through Cardiff, you authorize Cardiff to obtain personal consumer-credit reports on business owners and guarantors, business credit reports, identity-verification data, fraud-prevention signals, and bank-transaction data through your authorized bank-data aggregator, and to use that information as described in our Privacy Policy. You represent that all information you provide is accurate, current, and complete, and that you have authority to provide it, including authority to bind the business and to authorize personal guarantees if requested.
Credit decisions are made by Cardiff personnel, not by an automated model (see Privacy Policy Section 5). Cardiff may use AI to assist underwriters with document analysis, summarization, and intake — but final credit decisions are made by people. Approvals are not final until reflected in a signed Financing Agreement.
By providing your phone number(s) and email address(es) to Cardiff, you consent to receive calls, prerecorded or artificial-voice messages, AI-voice calls (including AI in our IVR today and broader AI voice-agent handling in the future), SMS, and email from Cardiff and its service providers for purposes of application processing, identity verification (including OTP delivery), servicing, payment reminders, renewals, collections, fraud prevention, and required legal notices. Renewal offers, new financing offers, and promotional messages may be treated as marketing where required by law and are subject to applicable consent and opt-out requirements. You may opt out of non-essential SMS by replying STOP, and you may opt out of marketing email by clicking unsubscribe. Servicing, security, fraud-prevention, account, collections, and legally required communications may continue regardless of marketing-opt-out status, as permitted by applicable law. Standard message and data rates may apply. Where AI handles a portion of a call, the system will identify itself as automated at the start of the interaction. For full details, see Sections 8 and 9 of the Privacy Policy. Your consent to marketing communications is not a condition of obtaining financing.
You consent to receive in electronic form all disclosures, notices, agreements, and other communications from Cardiff that we are required by law to provide in writing, including under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act as enacted in your state. Electronic records satisfy all such writing requirements. You confirm that you have hardware and software capable of receiving and reading PDF documents and access to a printer or storage device, and you agree to keep your email address current with us. You may withdraw E-SIGN consent at any time by emailing privacy@cardiff.co; withdrawal will be prospective only and may result in the closure of online services. You may request a paper copy of any record by emailing privacy@cardiff.co (a reasonable fee may apply).
You agree not to: (a) use the Services for any unlawful purpose; (b) attempt to gain unauthorized access to the Services or to other users' accounts; (c) interfere with, disrupt, or impose undue load on the Services; (d) probe, scan, or test the vulnerability of the Services without prior written authorization; (e) reverse-engineer, decompile, or disassemble any portion of the Services except to the extent that applicable law expressly permits; (f) use the Services to upload viruses, malware, or harmful code; (g) scrape, harvest, or otherwise extract data from the Services by automated means; (h) impersonate any person or misrepresent your affiliation with a person or entity; or (i) use the Services to develop a competing product or to train a machine-learning model.
Subject to your compliance with these Terms, Cardiff grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own use in connection with your relationship with Cardiff. All right, title, and interest in and to the Services, including all content, software, designs, trademarks, and trade dress, are owned by Cardiff or its licensors and are protected by U.S. and international intellectual-property laws. No rights are granted to you by implication, estoppel, or otherwise.
If you submit any feedback, suggestions, or ideas to Cardiff ("Submissions"), you grant Cardiff a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and exploit the Submissions for any purpose without obligation to you. Submissions are non-confidential.
The Services may interoperate with or link to third-party services (such as bank-data aggregators and identity-verification providers). Those services are governed by their own terms and privacy policies. Cardiff is not responsible for third-party services.
If you use the App, you acknowledge that these Terms are between you and Cardiff and not with Apple Inc. ("Apple"). The App does not sell digital goods or services through Apple in-app purchase; financing products and repayment obligations are governed by separate Financing Agreements. Apple has no obligation to provide maintenance or support for the App. The license granted to you for the App is limited to a non-transferable license to use the App on any Apple-branded device that you own or control as permitted by the Apple Media Services Terms and Conditions. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price of the App (if any); to the maximum extent permitted by law, Apple will have no other warranty obligation with respect to the App. Cardiff, not Apple, is responsible for addressing any claims by you or any third party relating to the App, including product-liability, legal-compliance, and intellectual-property claims, subject to these Terms. You represent that you are not located in a country subject to a U.S.-government embargo or designated by the U.S. Government as a "terrorist supporting" country, and that you are not on any U.S.-Government list of prohibited or restricted parties. Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the App, and upon your acceptance, Apple has the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. CARDIFF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THEIR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED FROM CARDIFF OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES; THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARDIFF AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, EVEN IF CARDIFF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARDIFF'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND YOUR USE OF THE SERVICES (EXCLUDING AMOUNTS OWED OR DAMAGES UNDER A FINANCING AGREEMENT, WHICH ARE GOVERNED BY THAT AGREEMENT) WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS, IF ANY, PAID BY YOU TO CARDIFF FOR USE OF THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). NOTHING IN THESE TERMS LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. NOTHING IN THESE TERMS LIMITS CARDIFF'S OBLIGATIONS UNDER APPLICABLE PRIVACY, DATA-SECURITY, BREACH-NOTIFICATION, COMMERCIAL-FINANCING, CREDIT-REPORTING, ANTI-DISCRIMINATION, OR CONSUMER-PROTECTION LAWS.
Without limiting the foregoing, Cardiff's liability for security incidents, data breaches, service interruptions, or unauthorized access to the Services arising from acts or omissions of third-party service providers (including third-party AI model providers, cloud-hosting providers, and telephony providers) is limited as described in this Section to the maximum extent permitted by law. Cardiff remains responsible for selecting providers with reasonable due diligence and for honoring its own privacy, data-security, and breach-notification obligations under applicable law.
Read this Section carefully. Except as set out below, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (each, a "Dispute") shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator in San Diego County, California. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.
Class-action waiver. YOU AND CARDIFF EACH AGREE THAT DISPUTES WILL BE BROUGHT AND RESOLVED ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, INCLUDING BUT NOT LIMITED TO PRIVATE-ATTORNEY-GENERAL ACTIONS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If a court of competent jurisdiction determines that this class-action waiver is unenforceable as to a particular Dispute or claim, that Dispute or claim shall be severed and decided in court, and the remainder of this Section shall remain in effect.
Exceptions. Either party may bring an individual action in small-claims court in lieu of arbitration. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property rights or confidential information. Nothing in this Section prevents you from filing a complaint with a government agency or regulator.
Opt-out. You may opt out of this Arbitration Section by sending written notice to Cardiff, Inc., Attn: Privacy, 122 15th Street #2562, Del Mar, California 92014, postmarked within 30 days after you first accept these Terms, or by emailing privacy@cardiff.co within 30 days after you first accept these Terms with the subject line "Arbitration Opt-Out." Your opt-out will not affect any other portion of these Terms.
Mass-arbitration procedures. If 25 or more similar arbitration demands are filed against Cardiff by or with the assistance of the same law firm or coordinated counsel within a 90-day period, the parties will use the AAA Mass Arbitration Supplementary Rules then in effect.
These Terms and any Dispute are governed by the laws of the State of California, without regard to its conflict-of-laws principles. For Disputes not subject to arbitration, the exclusive jurisdiction and venue are the state and federal courts located in San Diego County, California, and you and Cardiff each consent to that jurisdiction and venue. (Financing Agreements may select a different governing law and venue; the Financing Agreement controls as to financing-transaction Disputes.)
You agree to defend, indemnify, and hold harmless Cardiff and its affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your violation of any law, your infringement of any third-party right, or your use of the Services. Cardiff reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will cooperate as reasonably required.
Cardiff may suspend or terminate your access to the Services at any time, with or without notice, including if we believe you have violated these Terms or applicable law, or to protect the security of the Services. You may stop using the Services at any time. Sections that by their nature should survive termination (including Sections 8, 9, 12, 13, 14, 15, 16, and 18–21) will survive.
We may modify these Terms from time to time. We will post the updated Terms at https://cardiff.co/terms-of-service/ and update the "Last updated" date. Material changes will be communicated through the Services or by email before they take effect. Your continued use of the Services after a change takes effect constitutes acceptance of the modified Terms.
If any provision of these Terms is found unenforceable, the remaining provisions remain in effect. Cardiff's failure to enforce a provision is not a waiver. You may not assign these Terms; Cardiff may assign these Terms in connection with a merger, acquisition, financing, or sale of assets. These Terms (with the Privacy Policy and any applicable Financing Agreement and product-specific terms) are the entire agreement between you and Cardiff regarding the Services and supersede prior agreements regarding the same subject.
If you are a California business applicant or recipient of commercial financing offered or arranged by Cardiff, Cardiff will provide the disclosures required by the California Commercial Financing Disclosure Law (Cal. Fin. Code § 22800 et seq.) and 10 C.C.R. § 900 et seq. at the time and in the manner required by that law, separately from these Terms. Nothing on the Site is itself a "specific commercial financing offer."
Cardiff, Inc.
Attn: Privacy
122 15th Street #2562
Del Mar, California 92014
Email: privacy@cardiff.co
