Terms of service

Xoan Technology Inc. – Terms of Service
Effective Date: January 22, 2026
These Terms of Service (the "Terms") are a binding agreement between Xoan Technology Inc., a Delaware corporation ("Xoan," "we," "us," or "our"), and you ("you," "your," or "Customer"). These Terms govern your access to and use of Xoan’s websites, applications, dashboards, APIs, and related services (collectively, the "Xoan Services").
Xoan is a financial technology company and is not a bank. Banking services, payment services, and card issuance are provided by regulated financial institutions and partners as described in Section 9.
BY ACCESSING OR USING THE XOAN SERVICES, YOU AGREE TO THESE TERMS. IF YOU ARE USING THE XOAN SERVICES ON BEHALF OF A BUSINESS OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND “YOU” MEANS THAT ENTITY.

1. Definitions
   “Account” means your Xoan account and any associated financial accounts, ledger accounts, payment accounts, and card accounts made available through the Xoan Services.
   “Authorized User” means any employee, contractor, agent, or other person you authorize to access the Xoan Services or use a Card.
   “Card” means a commercial card program card (physical or virtual) made available through the Xoan Services.
   “Payment Services” means payment processing, money transmission, and related services provided by Stripe or its affiliates as further described in Section 9.
   “Stripe” means Stripe, Inc. and its affiliates, including Stripe Payments Company, as applicable.
   “Stripe Services Terms” means the Stripe Services Agreement and applicable services terms made available by Stripe.
   “Transaction” means any payment, transfer, charge, refund, reversal, or other movement of funds initiated through the Xoan Services, including Card transactions.

2. Eligibility; Business Use Only
   2.1 Business Purpose. The Xoan Services are offered solely for commercial and business use and are not intended for personal, family, or household purposes.
   2.2 Eligibility. You must be at least 18 years old, have authority to enter into these Terms, and provide accurate and complete information requested by Xoan or its service providers.
   2.3 Identity, Compliance, and Verification. You authorize Xoan and its service providers to verify your identity and the identity of your business and Authorized Users, including through documentation requests and compliance screening.

3. Account Registration; Security; Authorized Users
   3.1 Account Setup. You must create and maintain an Account to use the Xoan Services and keep all information current.
   3.2 Security. You are responsible for safeguarding credentials and all activity occurring under your Account, including actions by Authorized Users.
   3.3 Authorized Users. You are responsible for selecting Authorized Users, assigning permissions, and ensuring compliance with these Terms. You remain responsible for all Transactions conducted by Authorized Users.

4. The Xoan Services
   4.1 Service Description. Xoan provides a software platform that enables spend management, Card issuance and management, balance visibility, and initiation of payments and transfers through integrated third-party providers.
   4.2 No Banking Services by Xoan. Xoan does not provide banking services and does not hold customer deposits.
   4.3 Changes. Xoan may modify or discontinue features of the Xoan Services at any time.

5. Fees; Taxes; Payments to Xoan
   5.1 Fees. Fees are disclosed in applicable pricing materials. You authorize Xoan to collect Fees as permitted by law and program rules.
   5.2 Taxes. You are responsible for all applicable taxes.
   5.3 Non-Payment. Xoan may suspend services for non-payment.

6. Customer Responsibilities; Prohibited Activities
   6.1 Compliance. You will comply with all applicable laws, regulations, and card network rules.
   6.2 Prohibited Activities. You may not use the Xoan Services for illegal, deceptive, or prohibited activities or in violation of partner restrictions.
   6.3 Monitoring; Enforcement. Xoan and its partners may monitor, block, suspend, or reverse Transactions to manage risk or comply with law.

7. Data, Consents, and Communications
   7.1 Electronic Communications and E-Sign. You consent to receive all notices and communications electronically. Your use of the Xoan Services is governed by Xoan’s Electronic Signatures and Electronic Communications Consent, which is incorporated by reference.
   7.2 Telephony and Messaging. You consent to service-related calls and messages at numbers you provide.
   7.3 Data Sharing. You authorize Xoan to share information with Stripe, issuing banks, and service providers to operate the Xoan Services.

8. Disputes, Chargebacks, and Errors
   Transactions may be subject to disputes, chargebacks, holds, or reversals under card network and partner rules. You remain responsible for amounts owed.

9. Third-Party Financial Services and Disclosures
   9.1 Stripe and Bank Partners. Xoan uses Stripe and its affiliates to provide Payment Services. Certain funds may be held at Fifth Third Bank, N.A., Member FDIC, in accounts for your benefit under applicable program terms.
   Xoan Mastercard Commercial cards are powered by Stripe and issued by Celtic Bank, member FDIC, pursuant to license from Mastercard International Incorporated.
   9.2 Stripe Services Terms. Your use of Stripe-powered services is subject to the Stripe Services Terms, which are incorporated by reference.
   9.3 Third-Party Beneficiaries. Stripe, Celtic Bank, Fifth Third Bank, N.A., Mastercard International Incorporated, and card networks are intended third-party beneficiaries of this Section 9.
   9.4 No Deposit Relationship. Xoan does not provide FDIC insurance.

10. Intellectual Property; License; Feedback
    Xoan owns all rights in the Xoan Services. You are granted a limited, revocable license for internal business use.

11. Confidentiality
    Each party will protect the other’s Confidential Information as required by these Terms.

12. Privacy
    Xoan’s collection and use of personal information are governed by the Xoan Privacy Policy available at https://xoancapital.com/privacy, which is incorporated by reference.

13. Term; Suspension; Termination
    Xoan may suspend or terminate access immediately for compliance, risk, or legal reasons. Obligations incurred prior to termination survive.

14. Disclaimers
    THE XOAN SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND.

15. Limitation of Liability
    To the maximum extent permitted by law, Xoan’s aggregate liability will not exceed the amounts paid by you to Xoan in the three (3) months preceding the event giving rise to the claim.

16. Dispute Resolution; Arbitration; Governing Law; Miscellaneous
    16.1 Binding Arbitration. Except as prohibited by law, all disputes arising out of or relating to these Terms or the Xoan Services shall be resolved by binding arbitration administered by the American Arbitration Association on an individual basis.
    16.2 Governing Law. These Terms are governed by the laws of the State of Delaware.
    16.3 Venue. Where court proceedings are permitted, venue shall lie exclusively in the state or federal courts located in Wilmington, Delaware.
    16.4 Assignment. You may not assign these Terms without Xoan’s consent.
    16.5 Entire Agreement. These Terms constitute the entire agreement regarding the Xoan Services.
    16.6 Severability. Unenforceable provisions will be modified to the minimum extent necessary.
    16.7 No Waiver. Failure to enforce any provision is not a waiver.
    16.8 Notices. Notices to Xoan must be sent to legal@xoancapital.com or One Sansome Street, Suite 1400, San Francisco, CA 94104.
    16.9 Force Majeure. Xoan is not liable for events beyond its reasonable control.
    16.10 Contact. Support inquiries may be sent to support@xoancapital.com.