Terms of Service
Dash Banking Software Services Agreement (“Agreement”)
This Dash Banking Software Services Agreement (“Agreement”) is a legal agreement between Dash Banking Software Co., Ltd. (“Dash,” “us,” or “we”), in our role as Processor and Program Manager, and the entity or person (“you” or “your”) who registered on the API Account page to receive certain card offering services, and other business services, that may be offered by us and our affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services. Your integration and use of the API with your platform is subject to your acceptance of the terms and conditions of this Agreement. By integrating and using the API, you expressly agree to the terms and conditions of this Agreement and any updates or modifications to this document made from time to time by us. You may not access or use the API or any Services unless you agree to abide by all of the terms and conditions in this Agreement.
If you and Dash execute Program Management — Enterprise Pricing Terms (“Enterprise Terms”), then the terms and conditions of the Enterprise Terms will supplement the terms and conditions of this Agreement. In the event of a conflict between the Enterprise Terms and this Agreement, the Enterprise Terms will control. The Service is a business product, to be used for commercial purposes. If you are a consumer and would like to access our virtual card products, please contact us for additional options tailored to individual consumers.
1. Our Services
a) Our API and Solution
We provide you and your business with a card-issuing platform (“Solution”), which can be used as agreed by you and us. We make the Solution available via a suite of application programming interfaces (“APIs”) and web-based dashboards. We will provide you with API keys to access the Solution. From time to time, we may update the API and related documentation, including by deprecating or removing product features. Our API documentation is available on our website. Additional API documentation may also be made available to you upon request.
b) Support
We provide support on general issues related to your API account and your use of the Program. Resources are made available through our API documentation and on our website’s support pages. You can also contact us online or through a designated support line provided by Dash.
c) Program Management
We work with one or more banking institutions (“Bank Partners”) to offer the Services. Our Bank Partners provide regulated financial services to you and your customers. These services may include opening card accounts or facilitating financial transactions in accordance with local regulations. We act as program manager for these services. As part of the Solution, we will manage and perform some onboarding, compliance, customer service, and financial partnership functions.
We are responsible to our Bank Partners for compliance with applicable laws and industry requirements. In exchange for our performance of these responsibilities, you agree to assist us with our obligations to our Bank Partners. Your specific responsibilities are set forth under Section 2 — Your Obligations (collectively, with our efforts and operations, the “Program”). You agree that our Bank Partners may exercise direct monitoring, oversight, and control over the Program as they deem necessary. If requested by us or our Bank Partners, you agree to identify, designate, and keep up-to-date an individual who is responsible for receiving and promptly assisting with all inquiries from us or our Bank Partners relating to compliance with applicable laws. This individual may be the same person appointed under Section 2(b)(i) of this Agreement.
From time to time, new laws, rules, or requirements may be imposed on the Program by a regulatory authority, payment network, Bank Partner, or similar third party (“Critical Change”). In the event of a Critical Change, you agree to cooperate and use commercially reasonable efforts to make any required changes to the Program. Until such time that the Program has been updated to address the Critical Change, we may take any actions necessary to ensure compliance with requirements and expectations from any regulatory authority, payment network, Bank Partner, or similar third party. If a Critical Change impacts revenue or fees associated with the Program, we reserve the right to make corresponding adjustments to customer revenue share percentages and other financial terms.
d) Revenue Share
We will share a portion of the Program’s revenue in accordance with the API Pricing section of our website and other applicable terms of this Agreement (“Customer Revenue”). Customer Revenue will be measured based on monthly transaction volume, net of any amounts returned due to chargebacks, refunds, disputes, or other related transactions. For purposes of calculating percentages related to Customer Revenue, transaction volume will reset each month.
We reserve the right to change Customer Revenue share percentages if regulatory authorities or Bank Partners adjust fees or impose other changes affecting revenue. In the event you fail to comply with your obligations in this Agreement, including timely responses to our requests for information, we may withhold any Customer Revenue until such noncompliance is fully remedied. If you and Dash have not executed Enterprise Terms, we may revise the Customer Revenue share percentages at any time; however, we will use commercially reasonable efforts to provide you with at least 15 days’ advance notice prior to making changes, or a longer notice period if required by applicable laws.
2. Your Obligations
a) Program Setup
i. Account RegistrationYou must open an account with us (your “API Account”) to use the Services. During registration, we will ask for information, including your business name and other details. This information will be collected and used in accordance with our Privacy Policy. You must provide accurate and complete information in response to our questions. We may request additional information at any time, such as government-issued identification, a business license, or other relevant documents.
You agree to keep all information requested in connection with your API Account current. You must promptly update us regarding any changes affecting you, the nature of your business activities, your representatives, your principal owners, or any other pertinent information. We may suspend or terminate your API Account or Services if you fail to keep this information current.
You agree to notify us in writing within three (3) days if any of the following occurs:
- You become subject to insolvency or bankruptcy proceedings.
- There is a significant adverse change in your financial condition.
- There is a planned or anticipated liquidation or a substantial change in the nature of your business.
- You transfer or sell 25% or more of your total assets, or there is a change in the control or ownership of your business.
- You receive a judgment, lien, or levy against 25% or more of your assets.
Failure to meet these obligations may result in suspension or termination of your API Account. You are fully responsible for all activity that occurs under your API Account, including actions taken by individuals you have granted access. We reserve the right to suspend or terminate the API Account if inaccurate or incomplete information is provided.
ii. Adding a Funding Source
To use the Services, you must add an eligible funding source to your API Account. By connecting a funding source, you pre-authorize recurring transfers by us from that funding source. When you add a funding source, you agree that:
- You are the owner of the funding source, or a control person authorized to represent the owner.
- You are authorized to transfer funds from the funding source.
- You authorize us to initiate debits from your funding source in accordance with your instructions.
iii. UX and UI Review and Approval
To facilitate compliance with applicable laws, you must collaborate with us and submit Program-related user experience (UX) and user interface (UI) designs for feedback and approval. You must ensure that cardholders agree to the Program’s approved cardholder agreement, privacy policies, and other required terms in a legally binding manner. You must maintain records of each cardholder’s agreement to these terms in a manner that can be easily retrieved and shared upon request. You must also provide cardholders with disclosures required by applicable laws and regulatory authorities.
Unless and until we have given explicit approval of all Program-related materials, you must not issue or distribute cards to third parties.
iv. Marketing Review Process
You are responsible for designing Program marketing and customer acquisition materials and must submit all materials to us for prior review and approval. You agree to incorporate our feedback to ensure compliance with financial services and consumer protection laws. As needed, you will cooperate with us to obtain approval from Bank Partners or other regulatory entities. Only approved materials may be used when marketing the Program.
b) Program Operation
The Solution involves the use of regulated financial products, requiring compliance with financial protection, anti-money laundering, and other applicable laws. You agree to:
- Appoint a person to manage your participation in the Program.Use the APIs as instructed by our documentation and other communications.
- Make timely updates to your systems to comply with changes in laws, industry standards, or technical requirements.
- Secure your API keys and notify us immediately of any unauthorized access or security issues.
- Implement approved UX/UI for cardholder onboarding, ensuring compliance with Program requirements.Use only pre-approved marketing and customer-facing materials.
- Provide required cardholder data and metadata via the API, and assist us in obtaining additional data as necessary for compliance and risk management.
- Cooperate with us and Bank Partners to facilitate audits, approvals, and oversight as required.
- Provide all requested information to support compliance with laws and regulations, including anti-money laundering efforts.
- Carry appropriate corporate insurance proportional to the risks associated with your business activities.
- Allow us and Bank Partners to audit your facilities, records, and processes, as detailed in this Agreement.Address compliance and fraud risks identified during the term of this Agreement, and promptly implement requested changes to reduce risks.
You must not use the Services for:
- Any illegal activities or goods.
- High-risk products or services, including unauthorized marketing schemes, betting, or money-laundering activities.
- Manual or automated cash disbursements, wire transfers, or high-risk financial services.
- You are also responsible for providing your own customer service functions, ensuring compliance with applicable consumer protection and financial services laws.
2. Your Financial Obligationsi.
Program Funding
You must ensure that program bank accounts are adequately funded to cover all amounts incurred or expected to be incurred by cardholders. For purposes of this Program, you will:
- Pre-fund all cardholder spending into a For Benefit Of (“FBO”) Account with one or more of our Bank Partners, or
- Fund all cardholder spending by the following business day, whether using your own funds or by ensuring cardholders provide authorization for daily withdrawals from their bank accounts to cover spending.
If cardholders fund the Program directly, you remain liable for any cardholder spending that we are unable to recover directly from such cardholders. The funding structure must be mutually agreed upon before the Program exits its beta stage.
ii. Payment Reserve and Daily Limit
To ensure sufficient liquidity for Program operations, you must maintain a minimum reserve balance acceptable to us. This reserve balance must equal at least three (3) times the largest daily settlement amount for the Program during the preceding thirty (30) days. The initial reserve amount will be determined prior to the Program’s launch.
We reserve the right to adjust the minimum reserve balance periodically to align with the Program’s transaction history and risk considerations. You must monitor your reserve balance and add funds daily to meet this minimum requirement.
Funds in the reserve may be used to satisfy any of your obligations to us, including but not limited to fraud losses, chargebacks, legal fees, or fines. If you fail to maintain the required reserve level or replenish it after a written notice, we may suspend the creation of new accounts, cardholder access, or transactions.
We may also impose a daily spending limit (“Daily Limit”) for the Program, which will initially be calculated based on the reserve balance. Adjustments to the Daily Limit may be made at our discretion, based on transaction history, risk considerations, or other relevant factors.
iii. Our Fees
To access the Solution, you agree to pay fees as outlined in the API Pricing section of our website. All amounts owed will be deducted from your revenue share or the funds in the reserve balance. If the amounts owed exceed your revenue share, we will debit the balance from your linked funding source.
We will use commercially reasonable efforts to provide accurate estimates of fees where direct attribution is not feasible. If fees need to be adjusted due to regulatory, operational, or partner-related changes, we will notify you in advance where feasible.
iv. Losses
You are responsible for any losses incurred by us or our Bank Partners as part of the Program. These losses may include:
- Settlement failures
- Chargebacks
- Transaction disputes
- Fraud losses
- Good faith credits, refunds, or reversals
- Any regulatory fines or penalties related to the Program
We will invoice you for such losses, and payment must be made immediately upon receipt unless otherwise agreed. Failure to pay may result in suspension or termination of the Program.
3. Confidentiality, Data Security, and Intellectual Property
a) Confidentiality
i. Confidentiality Obligations
We will maintain your information in accordance with our Privacy Policy. You must:
- Hold our Confidential Information in strict confidence and protect it from unauthorized or accidental loss, destruction, alteration, disclosure, acquisition, or access.
- Not disclose our Confidential Information to any third party, except as permitted by this Agreement.
- Ensure that any personnel, affiliate, or service provider granted access to our Confidential Information has a legitimate "need to know" and has entered into a confidentiality agreement with terms equivalent to this Agreement.
- Not use, copy, or process our Confidential Information for any purpose unrelated to fulfilling your obligations under this Agreement.Not reverse engineer, decompile, or otherwise attempt to discover the source code of any Confidential Information or use it in a manner inconsistent with this Agreement.
The disclosure of Confidential Information does not constitute the grant of any title, ownership interest, or other rights to you unless expressly provided in this Agreement.
ii. Disclosures to Program-Related Parties
You may disclose our Confidential Information to affiliates or service providers that are performing obligations under this Agreement, provided that:
- Only the necessary Confidential Information is disclosed.
- The affiliate or service provider agrees to comply with confidentiality terms equivalent to this Agreement.
Confidential Information disclosed to third parties under these conditions will remain your responsibility.
iii. Termination of Obligations
Upon termination of this Agreement, you must:
- Return all materials belonging to us that constitute Confidential Information, or
- Securely destroy the materials and provide a written certification confirming their destruction, unless retention is required to comply with applicable laws or regulations.
b) Data Security
i. Data Security Program
You must establish and maintain safeguards designed to:
- Protect the security, confidentiality, and integrity of Program Data and other Confidential Information.
- Prevent unauthorized access or use that could result in harm to cardholders or Program participants.
- Dispose of Confidential Information securely and in compliance with applicable laws.
ii. Compliance with Security Standards
We comply with data security standards applicable to regulated financial services in China. If you store or process cardholder data, you must ensure compliance with applicable standards such as PCI DSS (or equivalent).
iii. Notice of Security Incidents
If you become aware of any unauthorized access, misuse, or compromise of Program Data in your possession (a “Security Incident”), you must:
- Notify us immediately, but no later than 48 hours after discovering the Security Incident.
- Provide a detailed report on the nature of the incident, its impact, and corrective actions being taken.
iv. Response to Security Incidents
You must:
- Take corrective actions to prevent further incidents.
- Cooperate with us in mitigating the impact of the incident.
- Provide assurances that adequate security measures have been implemented to prevent recurrence.
If we determine that additional measures are necessary, you must implement these promptly. Any guidance provided by us does not exempt you from liability for future incidents.
v. Disclosure to Third Parties
You may not inform any third party of a Security Incident without our prior written approval, unless required by applicable law. In such cases, you must coordinate with us regarding the content of any disclosure to minimize adverse impacts.
c) Intellectual Property
i. Software License Grant to You
We grant you a non-exclusive, non-transferable, royalty-free limited license to access and use our API, dashboard, documentation, and other software (“Dash IP”) for purposes of using the Services. This includes updates, upgrades, and new versions of the software.
You agree not to:
- Alter, adapt, or reverse engineer any part of the Dash IP.
- Use Dash IP for any purpose other than what is expressly permitted in this Agreement.
Upon termination of this Agreement, you must immediately cease using the Dash IP
.ii. Trademark License Grant to You
We grant you a limited, non-exclusive, revocable license to use our trademarks solely for purposes related to this Agreement. This license terminates immediately upon the termination of this Agreement.
iii. Trademark License Grant to Us
You grant us a limited, non-exclusive license to use your trademarks as necessary to perform our obligations under this Agreement. This license terminates immediately upon the termination of this Agreement.
iv. Ownership of Intellectual Property
Except for the limited licenses granted above:
- We retain all rights, title, and interest in our intellectual property, including patents, trademarks, copyrights, and trade secrets.
- Your use of Dash IP does not transfer any ownership or intellectual property rights to you.
If you submit ideas or feedback about our services, you agree that:
- These submissions are voluntary and provided without restrictions or expectations.
- We are free to use your submissions without attribution or compensation.
4. General Terms
a) Representations and Warranties
By signing up for and using the Services, you represent and warrant that:
- Your company is a duly organized entity, validly existing and in good standing under the laws of the jurisdiction in which it was formed, and it has full power and authority to conduct its business.
- You have all requisite power and authority to enter into, adopt, and perform all obligations under this Agreement. The execution and delivery of this Agreement have been duly authorized by all necessary corporate actions, and this Agreement constitutes a legal, valid, and binding obligation enforceable against you.
- Neither the execution, delivery, nor performance of this Agreement violates any applicable law, corporate charter, bylaws, or other agreements you are party to.
- All information provided under this Agreement is accurate and complete and does not contain any material omissions.
- Your company holds all licenses, permits, and authorizations necessary to conduct its business and will provide evidence of such upon request.
b) Termination
We may terminate this Agreement or your use of the Services:
- If you breach any term of this Agreement.
- If we determine, in our sole discretion, that your use of the Services poses an unacceptable level of risk, including fraud or reputational risk.
- If required by a regulatory authority, Bank Partner, or other third party governing the Program.
- For legal, compliance, or operational reasons, as determined by us.
- In cases of force majeure, as detailed in Section 4.q.
Termination may include suspension of your API Account, services, or access to the Program. You agree to fulfill any outstanding obligations prior to or upon termination.
c) Notices
You agree to receive all notices, disclosures, and other communications electronically. These may be provided via email, postings on our website, or notifications within the Services. Notices are deemed received within 24 hours of being posted or sent unless we receive a delivery failure notification.
If you wish to withdraw your consent to electronic communications, you must notify us through the support channels provided. Withdrawal of consent may result in termination of your API Account and Services.
d) Indemnification
You agree to indemnify, defend, and hold harmless Dash, its Bank Partners, affiliates, and their respective personnel from any claims, liabilities, damages, losses, or expenses (including legal fees) arising from:
- Your use of the Services.
- Your breach of this Agreement or applicable laws.
- Any act or omission by you or your representatives.Violations of intellectual property rights, confidentiality, or data protection regulations.
e) Limitation of Liability
- No Indirect Damages: Dash and its Bank Partners will not be liable for any indirect, incidental, consequential, punitive, or exemplary damages, including lost profits or revenues, even if such losses were foreseeable.
- Direct Damages Cap: Our cumulative liability for direct damages will not exceed the total fees earned by us under this Agreement in the one (1) month preceding the date the claim arose.
f) Disclaimer
Except as expressly provided in this Agreement, Dash makes no warranties regarding the Services, including:
- Merchantability, fitness for a particular purpose, or non-infringement.
- That the Services will be error-free, uninterrupted, or compatible with your systems.
g) Attorney’s Fees for Enforcement
If we are required to use legal counsel to enforce this Agreement or resolve a dispute, you agree to reimburse all reasonably incurred attorney’s fees and costs, including those related to insolvency or bankruptcy proceedings.
h) Dispute Resolution and Binding Arbitration
You agree to resolve disputes through binding arbitration under the following terms:
- Arbitration will occur in Shenzhen, China, or another mutually agreed location.
- Arbitrators will have the authority to award damages and other relief as permitted by law.
- Class Action Waiver: You waive the right to participate in any class actions, private attorney general actions, or consolidated proceedings.
- The arbitration award is binding and may be entered as a judgment in any court of competent jurisdiction.
i) Independent Contractors
This Agreement does not establish any employment, partnership, or joint venture relationship between the parties. Each party remains an independent contractor.
j) AssignmentYou may not assign this Agreement or delegate your obligations without our prior written consent. Any unauthorized assignment will be void.
k) Updates to this Agreement
We may update this Agreement with reasonable notice by posting the revised version on our website or communicating it via the Services. Continued use of the Services constitutes acceptance of the updated Agreement.
l) Governing Law
This Agreement is governed by the laws of the People’s Republic of China. Any disputes arising from or relating to this Agreement will be subject to arbitration as specified in Section 4.h.
m) Entire Agreement
This Agreement constitutes the entire understanding between the parties, superseding all prior agreements. Any amendments must be made in writing and agreed upon by both parties.
n) Force Majeure
Dash is not liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, government actions, labor disputes, or technical failures.
o) Taxes
You are responsible for calculating and paying any taxes resulting from your use of the Services.
p) Survival
Provisions of this Agreement that are intended to survive termination, including those related to confidentiality, liability, and indemnification, will remain in effect.
5. Definitions
“Agreement”
Refers to this Dash Banking Software Services Agreement between you and Dash Banking Software Co., Ltd.
“APIs”
Refers to the application programming interfaces made available by Dash for use with the Services.
“API Account”
Refers to the account you establish with Dash to access and use the Services.
“Applicable Law”
Refers to any statute, regulation, rule, directive, or legal obligation imposed by the People’s Republic of China or other relevant jurisdictions applicable to you, Dash, or the Services.
“Audit Materials”
Refers to any documents, records, or data subject to audit under this Agreement, as described in Section 2.b.xii.
“Bank Partners”
Refers to one or more financial institutions partnering with Dash to facilitate the Program.
“Cardholder”
Refers to a person or business issued a payment card or payment card number under the Program.
“Confidential Information”
Refers to any proprietary or non-public information, including Program Data, financial data, trade secrets, or intellectual property shared under this Agreement.
“Critical Change”
Refers to any new law, rule, or regulatory requirement impacting the Program, as described in Section 1.c.
“Customer Revenue”
Refers to the portion of Program revenue shared with you, as defined in Section 1.d.
“Data Security Program”
Refers to the administrative, technical, and physical safeguards you are required to maintain under Section 3.b.i.
“Dash IP”
Refers to Dash’s proprietary software, trademarks, and other intellectual property provided under this Agreement.
“Dispute”
Refers to any claim, controversy, or dispute arising from this Agreement or the Services, as detailed in Section 4.h.
“FBO Account”
Refers to a For Benefit Of account established with a Bank Partner to hold funds for cardholder transactions.
“Force Majeure Event”
Refers to events beyond reasonable control, such as natural disasters, government actions, or technical failures, as detailed in Section 4.n.
“Insolvency Event”
Refers to circumstances where you are unable to meet your financial obligations, including bankruptcy or liquidation.
“Program”
Refers to the card issuing and management services provided under this Agreement, as defined in Section 1.c.
“Program Data”
Refers to all information collected or generated as part of the Program, including transaction data, cardholder data, and related metadata.
“Regulatory Authority”
Refers to any governmental or administrative entity with jurisdiction over Dash, you, or the Program.
“Security Incident”
Refers to unauthorized access, loss, or misuse of Confidential Information or Program Data, as described in Section 3.b.iv.
“Services”
Refers to the suite of card issuing and management solutions offered by Dash, including APIs and web-based dashboards.
“Solution”
Refers to the card issuing platform provided by Dash, as described in Section 1.a.
“Sensitive Authentication Data”
Refers to cardholder authentication data as defined by applicable standards or regulations.
“User”
Refers to any individual or entity authorized to access the Services.
If you and Dash execute Program Management — Enterprise Pricing Terms (“Enterprise Terms”), then the terms and conditions of the Enterprise Terms will supplement the terms and conditions of this Agreement. In the event of a conflict between the Enterprise Terms and this Agreement, the Enterprise Terms will control. The Service is a business product, to be used for commercial purposes. If you are a consumer and would like to access our virtual card products, please contact us for additional options tailored to individual consumers.
1. Our Services
a) Our API and Solution
We provide you and your business with a card-issuing platform (“Solution”), which can be used as agreed by you and us. We make the Solution available via a suite of application programming interfaces (“APIs”) and web-based dashboards. We will provide you with API keys to access the Solution. From time to time, we may update the API and related documentation, including by deprecating or removing product features. Our API documentation is available on our website. Additional API documentation may also be made available to you upon request.
b) Support
We provide support on general issues related to your API account and your use of the Program. Resources are made available through our API documentation and on our website’s support pages. You can also contact us online or through a designated support line provided by Dash.
c) Program Management
We work with one or more banking institutions (“Bank Partners”) to offer the Services. Our Bank Partners provide regulated financial services to you and your customers. These services may include opening card accounts or facilitating financial transactions in accordance with local regulations. We act as program manager for these services. As part of the Solution, we will manage and perform some onboarding, compliance, customer service, and financial partnership functions.
We are responsible to our Bank Partners for compliance with applicable laws and industry requirements. In exchange for our performance of these responsibilities, you agree to assist us with our obligations to our Bank Partners. Your specific responsibilities are set forth under Section 2 — Your Obligations (collectively, with our efforts and operations, the “Program”). You agree that our Bank Partners may exercise direct monitoring, oversight, and control over the Program as they deem necessary. If requested by us or our Bank Partners, you agree to identify, designate, and keep up-to-date an individual who is responsible for receiving and promptly assisting with all inquiries from us or our Bank Partners relating to compliance with applicable laws. This individual may be the same person appointed under Section 2(b)(i) of this Agreement.
From time to time, new laws, rules, or requirements may be imposed on the Program by a regulatory authority, payment network, Bank Partner, or similar third party (“Critical Change”). In the event of a Critical Change, you agree to cooperate and use commercially reasonable efforts to make any required changes to the Program. Until such time that the Program has been updated to address the Critical Change, we may take any actions necessary to ensure compliance with requirements and expectations from any regulatory authority, payment network, Bank Partner, or similar third party. If a Critical Change impacts revenue or fees associated with the Program, we reserve the right to make corresponding adjustments to customer revenue share percentages and other financial terms.
d) Revenue Share
We will share a portion of the Program’s revenue in accordance with the API Pricing section of our website and other applicable terms of this Agreement (“Customer Revenue”). Customer Revenue will be measured based on monthly transaction volume, net of any amounts returned due to chargebacks, refunds, disputes, or other related transactions. For purposes of calculating percentages related to Customer Revenue, transaction volume will reset each month.
We reserve the right to change Customer Revenue share percentages if regulatory authorities or Bank Partners adjust fees or impose other changes affecting revenue. In the event you fail to comply with your obligations in this Agreement, including timely responses to our requests for information, we may withhold any Customer Revenue until such noncompliance is fully remedied. If you and Dash have not executed Enterprise Terms, we may revise the Customer Revenue share percentages at any time; however, we will use commercially reasonable efforts to provide you with at least 15 days’ advance notice prior to making changes, or a longer notice period if required by applicable laws.
2. Your Obligations
a) Program Setup
i. Account RegistrationYou must open an account with us (your “API Account”) to use the Services. During registration, we will ask for information, including your business name and other details. This information will be collected and used in accordance with our Privacy Policy. You must provide accurate and complete information in response to our questions. We may request additional information at any time, such as government-issued identification, a business license, or other relevant documents.
You agree to keep all information requested in connection with your API Account current. You must promptly update us regarding any changes affecting you, the nature of your business activities, your representatives, your principal owners, or any other pertinent information. We may suspend or terminate your API Account or Services if you fail to keep this information current.
You agree to notify us in writing within three (3) days if any of the following occurs:
- You become subject to insolvency or bankruptcy proceedings.
- There is a significant adverse change in your financial condition.
- There is a planned or anticipated liquidation or a substantial change in the nature of your business.
- You transfer or sell 25% or more of your total assets, or there is a change in the control or ownership of your business.
- You receive a judgment, lien, or levy against 25% or more of your assets.
Failure to meet these obligations may result in suspension or termination of your API Account. You are fully responsible for all activity that occurs under your API Account, including actions taken by individuals you have granted access. We reserve the right to suspend or terminate the API Account if inaccurate or incomplete information is provided.
ii. Adding a Funding Source
To use the Services, you must add an eligible funding source to your API Account. By connecting a funding source, you pre-authorize recurring transfers by us from that funding source. When you add a funding source, you agree that:
- You are the owner of the funding source, or a control person authorized to represent the owner.
- You are authorized to transfer funds from the funding source.
- You authorize us to initiate debits from your funding source in accordance with your instructions.
iii. UX and UI Review and Approval
To facilitate compliance with applicable laws, you must collaborate with us and submit Program-related user experience (UX) and user interface (UI) designs for feedback and approval. You must ensure that cardholders agree to the Program’s approved cardholder agreement, privacy policies, and other required terms in a legally binding manner. You must maintain records of each cardholder’s agreement to these terms in a manner that can be easily retrieved and shared upon request. You must also provide cardholders with disclosures required by applicable laws and regulatory authorities.
Unless and until we have given explicit approval of all Program-related materials, you must not issue or distribute cards to third parties.
iv. Marketing Review Process
You are responsible for designing Program marketing and customer acquisition materials and must submit all materials to us for prior review and approval. You agree to incorporate our feedback to ensure compliance with financial services and consumer protection laws. As needed, you will cooperate with us to obtain approval from Bank Partners or other regulatory entities. Only approved materials may be used when marketing the Program.
b) Program Operation
The Solution involves the use of regulated financial products, requiring compliance with financial protection, anti-money laundering, and other applicable laws. You agree to:
- Appoint a person to manage your participation in the Program.Use the APIs as instructed by our documentation and other communications.
- Make timely updates to your systems to comply with changes in laws, industry standards, or technical requirements.
- Secure your API keys and notify us immediately of any unauthorized access or security issues.
- Implement approved UX/UI for cardholder onboarding, ensuring compliance with Program requirements.Use only pre-approved marketing and customer-facing materials.
- Provide required cardholder data and metadata via the API, and assist us in obtaining additional data as necessary for compliance and risk management.
- Cooperate with us and Bank Partners to facilitate audits, approvals, and oversight as required.
- Provide all requested information to support compliance with laws and regulations, including anti-money laundering efforts.
- Carry appropriate corporate insurance proportional to the risks associated with your business activities.
- Allow us and Bank Partners to audit your facilities, records, and processes, as detailed in this Agreement.Address compliance and fraud risks identified during the term of this Agreement, and promptly implement requested changes to reduce risks.
You must not use the Services for:
- Any illegal activities or goods.
- High-risk products or services, including unauthorized marketing schemes, betting, or money-laundering activities.
- Manual or automated cash disbursements, wire transfers, or high-risk financial services.
- You are also responsible for providing your own customer service functions, ensuring compliance with applicable consumer protection and financial services laws.
2. Your Financial Obligationsi.
Program Funding
You must ensure that program bank accounts are adequately funded to cover all amounts incurred or expected to be incurred by cardholders. For purposes of this Program, you will:
- Pre-fund all cardholder spending into a For Benefit Of (“FBO”) Account with one or more of our Bank Partners, or
- Fund all cardholder spending by the following business day, whether using your own funds or by ensuring cardholders provide authorization for daily withdrawals from their bank accounts to cover spending.
If cardholders fund the Program directly, you remain liable for any cardholder spending that we are unable to recover directly from such cardholders. The funding structure must be mutually agreed upon before the Program exits its beta stage.
ii. Payment Reserve and Daily Limit
To ensure sufficient liquidity for Program operations, you must maintain a minimum reserve balance acceptable to us. This reserve balance must equal at least three (3) times the largest daily settlement amount for the Program during the preceding thirty (30) days. The initial reserve amount will be determined prior to the Program’s launch.
We reserve the right to adjust the minimum reserve balance periodically to align with the Program’s transaction history and risk considerations. You must monitor your reserve balance and add funds daily to meet this minimum requirement.
Funds in the reserve may be used to satisfy any of your obligations to us, including but not limited to fraud losses, chargebacks, legal fees, or fines. If you fail to maintain the required reserve level or replenish it after a written notice, we may suspend the creation of new accounts, cardholder access, or transactions.
We may also impose a daily spending limit (“Daily Limit”) for the Program, which will initially be calculated based on the reserve balance. Adjustments to the Daily Limit may be made at our discretion, based on transaction history, risk considerations, or other relevant factors.
iii. Our Fees
To access the Solution, you agree to pay fees as outlined in the API Pricing section of our website. All amounts owed will be deducted from your revenue share or the funds in the reserve balance. If the amounts owed exceed your revenue share, we will debit the balance from your linked funding source.
We will use commercially reasonable efforts to provide accurate estimates of fees where direct attribution is not feasible. If fees need to be adjusted due to regulatory, operational, or partner-related changes, we will notify you in advance where feasible.
iv. Losses
You are responsible for any losses incurred by us or our Bank Partners as part of the Program. These losses may include:
- Settlement failures
- Chargebacks
- Transaction disputes
- Fraud losses
- Good faith credits, refunds, or reversals
- Any regulatory fines or penalties related to the Program
We will invoice you for such losses, and payment must be made immediately upon receipt unless otherwise agreed. Failure to pay may result in suspension or termination of the Program.
3. Confidentiality, Data Security, and Intellectual Property
a) Confidentiality
i. Confidentiality Obligations
We will maintain your information in accordance with our Privacy Policy. You must:
- Hold our Confidential Information in strict confidence and protect it from unauthorized or accidental loss, destruction, alteration, disclosure, acquisition, or access.
- Not disclose our Confidential Information to any third party, except as permitted by this Agreement.
- Ensure that any personnel, affiliate, or service provider granted access to our Confidential Information has a legitimate "need to know" and has entered into a confidentiality agreement with terms equivalent to this Agreement.
- Not use, copy, or process our Confidential Information for any purpose unrelated to fulfilling your obligations under this Agreement.Not reverse engineer, decompile, or otherwise attempt to discover the source code of any Confidential Information or use it in a manner inconsistent with this Agreement.
The disclosure of Confidential Information does not constitute the grant of any title, ownership interest, or other rights to you unless expressly provided in this Agreement.
ii. Disclosures to Program-Related Parties
You may disclose our Confidential Information to affiliates or service providers that are performing obligations under this Agreement, provided that:
- Only the necessary Confidential Information is disclosed.
- The affiliate or service provider agrees to comply with confidentiality terms equivalent to this Agreement.
Confidential Information disclosed to third parties under these conditions will remain your responsibility.
iii. Termination of Obligations
Upon termination of this Agreement, you must:
- Return all materials belonging to us that constitute Confidential Information, or
- Securely destroy the materials and provide a written certification confirming their destruction, unless retention is required to comply with applicable laws or regulations.
b) Data Security
i. Data Security Program
You must establish and maintain safeguards designed to:
- Protect the security, confidentiality, and integrity of Program Data and other Confidential Information.
- Prevent unauthorized access or use that could result in harm to cardholders or Program participants.
- Dispose of Confidential Information securely and in compliance with applicable laws.
ii. Compliance with Security Standards
We comply with data security standards applicable to regulated financial services in China. If you store or process cardholder data, you must ensure compliance with applicable standards such as PCI DSS (or equivalent).
iii. Notice of Security Incidents
If you become aware of any unauthorized access, misuse, or compromise of Program Data in your possession (a “Security Incident”), you must:
- Notify us immediately, but no later than 48 hours after discovering the Security Incident.
- Provide a detailed report on the nature of the incident, its impact, and corrective actions being taken.
iv. Response to Security Incidents
You must:
- Take corrective actions to prevent further incidents.
- Cooperate with us in mitigating the impact of the incident.
- Provide assurances that adequate security measures have been implemented to prevent recurrence.
If we determine that additional measures are necessary, you must implement these promptly. Any guidance provided by us does not exempt you from liability for future incidents.
v. Disclosure to Third Parties
You may not inform any third party of a Security Incident without our prior written approval, unless required by applicable law. In such cases, you must coordinate with us regarding the content of any disclosure to minimize adverse impacts.
c) Intellectual Property
i. Software License Grant to You
We grant you a non-exclusive, non-transferable, royalty-free limited license to access and use our API, dashboard, documentation, and other software (“Dash IP”) for purposes of using the Services. This includes updates, upgrades, and new versions of the software.
You agree not to:
- Alter, adapt, or reverse engineer any part of the Dash IP.
- Use Dash IP for any purpose other than what is expressly permitted in this Agreement.
Upon termination of this Agreement, you must immediately cease using the Dash IP
.ii. Trademark License Grant to You
We grant you a limited, non-exclusive, revocable license to use our trademarks solely for purposes related to this Agreement. This license terminates immediately upon the termination of this Agreement.
iii. Trademark License Grant to Us
You grant us a limited, non-exclusive license to use your trademarks as necessary to perform our obligations under this Agreement. This license terminates immediately upon the termination of this Agreement.
iv. Ownership of Intellectual Property
Except for the limited licenses granted above:
- We retain all rights, title, and interest in our intellectual property, including patents, trademarks, copyrights, and trade secrets.
- Your use of Dash IP does not transfer any ownership or intellectual property rights to you.
If you submit ideas or feedback about our services, you agree that:
- These submissions are voluntary and provided without restrictions or expectations.
- We are free to use your submissions without attribution or compensation.
4. General Terms
a) Representations and Warranties
By signing up for and using the Services, you represent and warrant that:
- Your company is a duly organized entity, validly existing and in good standing under the laws of the jurisdiction in which it was formed, and it has full power and authority to conduct its business.
- You have all requisite power and authority to enter into, adopt, and perform all obligations under this Agreement. The execution and delivery of this Agreement have been duly authorized by all necessary corporate actions, and this Agreement constitutes a legal, valid, and binding obligation enforceable against you.
- Neither the execution, delivery, nor performance of this Agreement violates any applicable law, corporate charter, bylaws, or other agreements you are party to.
- All information provided under this Agreement is accurate and complete and does not contain any material omissions.
- Your company holds all licenses, permits, and authorizations necessary to conduct its business and will provide evidence of such upon request.
b) Termination
We may terminate this Agreement or your use of the Services:
- If you breach any term of this Agreement.
- If we determine, in our sole discretion, that your use of the Services poses an unacceptable level of risk, including fraud or reputational risk.
- If required by a regulatory authority, Bank Partner, or other third party governing the Program.
- For legal, compliance, or operational reasons, as determined by us.
- In cases of force majeure, as detailed in Section 4.q.
Termination may include suspension of your API Account, services, or access to the Program. You agree to fulfill any outstanding obligations prior to or upon termination.
c) Notices
You agree to receive all notices, disclosures, and other communications electronically. These may be provided via email, postings on our website, or notifications within the Services. Notices are deemed received within 24 hours of being posted or sent unless we receive a delivery failure notification.
If you wish to withdraw your consent to electronic communications, you must notify us through the support channels provided. Withdrawal of consent may result in termination of your API Account and Services.
d) Indemnification
You agree to indemnify, defend, and hold harmless Dash, its Bank Partners, affiliates, and their respective personnel from any claims, liabilities, damages, losses, or expenses (including legal fees) arising from:
- Your use of the Services.
- Your breach of this Agreement or applicable laws.
- Any act or omission by you or your representatives.Violations of intellectual property rights, confidentiality, or data protection regulations.
e) Limitation of Liability
- No Indirect Damages: Dash and its Bank Partners will not be liable for any indirect, incidental, consequential, punitive, or exemplary damages, including lost profits or revenues, even if such losses were foreseeable.
- Direct Damages Cap: Our cumulative liability for direct damages will not exceed the total fees earned by us under this Agreement in the one (1) month preceding the date the claim arose.
f) Disclaimer
Except as expressly provided in this Agreement, Dash makes no warranties regarding the Services, including:
- Merchantability, fitness for a particular purpose, or non-infringement.
- That the Services will be error-free, uninterrupted, or compatible with your systems.
g) Attorney’s Fees for Enforcement
If we are required to use legal counsel to enforce this Agreement or resolve a dispute, you agree to reimburse all reasonably incurred attorney’s fees and costs, including those related to insolvency or bankruptcy proceedings.
h) Dispute Resolution and Binding Arbitration
You agree to resolve disputes through binding arbitration under the following terms:
- Arbitration will occur in Shenzhen, China, or another mutually agreed location.
- Arbitrators will have the authority to award damages and other relief as permitted by law.
- Class Action Waiver: You waive the right to participate in any class actions, private attorney general actions, or consolidated proceedings.
- The arbitration award is binding and may be entered as a judgment in any court of competent jurisdiction.
i) Independent Contractors
This Agreement does not establish any employment, partnership, or joint venture relationship between the parties. Each party remains an independent contractor.
j) AssignmentYou may not assign this Agreement or delegate your obligations without our prior written consent. Any unauthorized assignment will be void.
k) Updates to this Agreement
We may update this Agreement with reasonable notice by posting the revised version on our website or communicating it via the Services. Continued use of the Services constitutes acceptance of the updated Agreement.
l) Governing Law
This Agreement is governed by the laws of the People’s Republic of China. Any disputes arising from or relating to this Agreement will be subject to arbitration as specified in Section 4.h.
m) Entire Agreement
This Agreement constitutes the entire understanding between the parties, superseding all prior agreements. Any amendments must be made in writing and agreed upon by both parties.
n) Force Majeure
Dash is not liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, government actions, labor disputes, or technical failures.
o) Taxes
You are responsible for calculating and paying any taxes resulting from your use of the Services.
p) Survival
Provisions of this Agreement that are intended to survive termination, including those related to confidentiality, liability, and indemnification, will remain in effect.
5. Definitions
“Agreement”
Refers to this Dash Banking Software Services Agreement between you and Dash Banking Software Co., Ltd.
“APIs”
Refers to the application programming interfaces made available by Dash for use with the Services.
“API Account”
Refers to the account you establish with Dash to access and use the Services.
“Applicable Law”
Refers to any statute, regulation, rule, directive, or legal obligation imposed by the People’s Republic of China or other relevant jurisdictions applicable to you, Dash, or the Services.
“Audit Materials”
Refers to any documents, records, or data subject to audit under this Agreement, as described in Section 2.b.xii.
“Bank Partners”
Refers to one or more financial institutions partnering with Dash to facilitate the Program.
“Cardholder”
Refers to a person or business issued a payment card or payment card number under the Program.
“Confidential Information”
Refers to any proprietary or non-public information, including Program Data, financial data, trade secrets, or intellectual property shared under this Agreement.
“Critical Change”
Refers to any new law, rule, or regulatory requirement impacting the Program, as described in Section 1.c.
“Customer Revenue”
Refers to the portion of Program revenue shared with you, as defined in Section 1.d.
“Data Security Program”
Refers to the administrative, technical, and physical safeguards you are required to maintain under Section 3.b.i.
“Dash IP”
Refers to Dash’s proprietary software, trademarks, and other intellectual property provided under this Agreement.
“Dispute”
Refers to any claim, controversy, or dispute arising from this Agreement or the Services, as detailed in Section 4.h.
“FBO Account”
Refers to a For Benefit Of account established with a Bank Partner to hold funds for cardholder transactions.
“Force Majeure Event”
Refers to events beyond reasonable control, such as natural disasters, government actions, or technical failures, as detailed in Section 4.n.
“Insolvency Event”
Refers to circumstances where you are unable to meet your financial obligations, including bankruptcy or liquidation.
“Program”
Refers to the card issuing and management services provided under this Agreement, as defined in Section 1.c.
“Program Data”
Refers to all information collected or generated as part of the Program, including transaction data, cardholder data, and related metadata.
“Regulatory Authority”
Refers to any governmental or administrative entity with jurisdiction over Dash, you, or the Program.
“Security Incident”
Refers to unauthorized access, loss, or misuse of Confidential Information or Program Data, as described in Section 3.b.iv.
“Services”
Refers to the suite of card issuing and management solutions offered by Dash, including APIs and web-based dashboards.
“Solution”
Refers to the card issuing platform provided by Dash, as described in Section 1.a.
“Sensitive Authentication Data”
Refers to cardholder authentication data as defined by applicable standards or regulations.
“User”
Refers to any individual or entity authorized to access the Services.
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