Cohera Flow Terms of Service

These Terms of Service (the “Terms”) are a contract between Cohera Flow (“Cohera,” “we,” “us,” or “our”) and the person or entity that accesses or uses the Services (“you” or “your”).

By creating an account, clicking to accept, or accessing or using the Services, you agree to these Terms and acknowledge the Cohera Flow Privacy Policy. If you use the Services for a business or organization, you represent that you have authority to bind it, and “you” includes that business or organization.

1. Important financial-services disclosures

1.1 Cohera Flow is a technology platform

Cohera Flow provides software that helps eligible businesses and sole proprietors accept payments, organize and route business funds, connect eligible external funding sources, initiate permitted business payments and transfers, manage payment workflows, and—when separately approved—access Financial Account and commercial-card features.

Cohera Flow is a financial technology company, not a bank, depository institution, or money transmitter. Cohera does not itself hold deposits, issue cards, or perform regulated money transmission. Regulated services are provided by Stripe entities and participating financial institutions identified in the applicable onboarding, transaction, and card-program disclosures.

1.2 Stripe payment processing and connected accounts

Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (together, the “Stripe Services Agreement”).

By accepting these Terms, completing Stripe onboarding, enabling payment processing, or continuing to use Stripe-enabled Services through Cohera, you agree to be bound by the Stripe Services Agreement, as Stripe may modify it. You must provide accurate and complete information, and you authorize Cohera to share account and transaction information with Stripe as necessary to provide, secure, support, and administer the Services.

1.3 Financial Accounts and regulated money movement

If you are approved for an eligible Financial Account, Cohera Flow partners with Stripe Payments Company for money transmission services and account services with funds held at Fifth Third Bank, N.A., Member FDIC. Stripe Payments Company is a licensed money transmitter. Before activation, you must accept the applicable Stripe, Financial Account, Fifth Third Bank, electronic-communications, connected-account, and program terms presented to you.

Financial Account features are available only to eligible U.S. businesses and sole proprietors that complete all required onboarding, identity and business verification, sanctions and risk screening, and provider approval. A feature shown in the interface is not a promise that it is active or available.

Each eligible business participant is intended to have its own provider account and Financial Account. A Cardholder record or Cohera ledger label is not a separate balance, and an existing platform-issued card does not become funded by a participant's Financial Account merely because Cohera associates the same email or local user with it.

1.4 FDIC pass-through insurance eligibility

For eligible Financial Accounts with funds held at Fifth Third Bank, settled U.S. dollar balances may be eligible for FDIC pass-through deposit insurance only if all legal and program requirements are satisfied. Eligibility is subject to determination by the FDIC at the time a participating bank enters receivership or another form of insolvency.

• Eligibility applies only to settled eligible funds held at the identified participating bank, not pending, provisional, processing, or otherwise ineligible amounts.
• The standard maximum deposit insurance amount is currently $250,000 per depositor, per insured institution, for deposits held in the same ownership capacity.
• Eligible funds are aggregated with other deposits you beneficially own at Fifth Third Bank in the same ownership category.
• Payment-processing balances, pending transactions, internal ledger entries, routing rules, and display-only buckets are not separate deposit accounts and must not be assumed to be FDIC-insured.

Cohera does not provide or guarantee FDIC insurance.

1.5 Commercial cards

Virtual or physical cards, if offered, are commercial cards provided under a separately approved Stripe Issuing program and issued by the bank identified in the card disclosures and card materials. Card features are subject to separate accountholder, issuing-bank, authorized-user, electronic-signature, network, wallet, and program terms. Those terms control if they conflict with these Terms concerning the card program.

2. Eligibility and business-use restriction

You may use the Services only if you are at least 18 and legally capable of entering a contract; you are a U.S. legal entity or sole proprietor using the Services for lawful business purposes; you operate where the applicable Services are offered; you are not subject to sanctions or a prohibited-person restriction; and Stripe, its financial partners, and Cohera approve any regulated capability you request.

Unless separately approved service terms expressly permit it, you may not use Stripe Payments Company services or Cohera’s Financial Account, card, or money-movement features for personal, family, or household purposes.

Consumer peer-to-peer money transmission is not offered. “Send,” pay-tag, recipient, or user-to-user functionality is limited to lawful commercial payments, permitted business disbursements, or other provider-approved transactions. You may not use Cohera to operate a money-services business, transmit funds for undisclosed third parties, commingle customer funds, create payable-through accounts, or provide nested payment or money-transmission services.

3. Accounts, representatives, verification, and security

3.1 Registration and verification

You must provide current, accurate, and complete information and keep it updated. This may include legal and trade names, contact information, address, tax information, business type, ownership and control information, beneficial owners, authorized representatives, expected activity, funding destinations, and identity documents.

You authorize Cohera, Stripe, financial institutions, networks, identity providers, and service providers to verify information, request additional information, consult public records and third-party databases, and perform fraud, sanctions, compliance, and risk checks as permitted by law.

3.2 Administrators and authorized users

You are responsible for choosing authorized administrators and users, limiting permissions, removing access promptly when roles change, and all actions taken through credentials you issue or permit. An authorized user’s instructions may be treated as your instructions.

3.3 Credentials and account security

You must safeguard passwords, email verification codes, login codes, session credentials, PINs, devices, and recovery methods. You may not share credentials or permit unauthorized access. Cohera may require step-up verification or renewed provider verification for sensitive actions.

Report suspected compromise, an unauthorized transaction, or a lost or stolen card immediately through support or at support@coheraflow.com. Prompt reporting helps limit loss but does not waive any non-waivable right under applicable law or program terms.

4. Cohera Services

Depending on eligibility, configuration, and provider approval, the Services may include:

• account registration, email verification, sign-in security, PIN-protected sessions, and business profiles;
• pay tags and optional discovery by pay tag, email, or phone;
• Stripe connected-account onboarding and capability status;
• online payments, payment links, invoices, subscriptions, and eligible card-present acceptance;
• optional Stripe Link recognition and saved-payment experiences, subject to your separate relationship with Stripe;
• external bank-account linking through Stripe Financial Connections or another approved method;
• optional linked-bank balance display for connections for which you grant the separate balance permission;
• payment routing, payouts, ACH or wire instructions, and eligible payout destinations;
• eligible Financial Account balances and transaction history;
• internal ledger records and operating, tax-reserve, savings, payroll, or other allocation buckets;
• scheduled payment and allocation rules;
• direct-deposit or payroll-routing profiles, including integrations with ADP or other providers; and
• eligible virtual or physical commercial-card ordering, activation, funding, controls, lock/unlock, cancellation, and lost/stolen reporting.

Some functions may be developmental, gated, in private preview, or dependent on provider capabilities. Cohera may add, modify, suspend, or remove features. Interface labels such as “available,” “pending,” “scheduled,” or “complete” are informational and remain subject to provider records, settlement, reversals, disputes, and reconciliation.

5. Payment acceptance and merchant responsibilities

If you accept payments through Cohera:

1. You are the seller or service provider responsible for your goods or services, pricing, fulfillment, customer service, receipts, refunds, returns, warranties, taxes, and compliance with law.
2. You may accept payments only for bona fide transactions with your customers and must provide accurate transaction descriptions.
3. You must comply with the Stripe Services Agreement, network and payment-method rules, Stripe’s Prohibited and Restricted Businesses, and Cohera policies.
4. You are responsible for chargebacks, disputes, refunds, reversals, assessments, negative balances, fines, and losses allocated to you under provider terms.
5. Cohera or Stripe may delay, reserve, reverse, reject, or hold transactions or payouts for risk, legal, network, provider, or compliance reasons.

Tap to Pay and other card-present features require compatible devices, supported native software, provider approval, and acceptance of applicable device-platform terms.

6. Funding sources and authorizations

You represent that you own or are authorized to use each bank account, debit card, payment method, or funding source you connect. You authorize Cohera and its providers to use it for each transaction, verification, debit, credit, refund, reversal, fee, or other action you request or separately authorize.

ACH debits and recurring or scheduled transfers may require a separate authorization stating the amount or method for determining it, timing or frequency, and revocation method. You must retain authorizations you collect from your own payors or payees and comply with Nacha rules. You may not debit a third party without valid authorization.

Stripe Link is an optional Stripe service governed by Stripe's applicable terms and privacy notice. Using Link may allow Stripe to recognize your information or offer saved payment methods; Cohera does not receive your full card number or CVC from the Element.

Permission for Cohera to display Financial Connections balances is optional and separate from authorization to debit, credit, verify, or transfer funds. If you decline it, you may still be able to link an eligible funding source without balance display. If you stop Cohera's display, Cohera clears its current stored balance snapshot, but this does not close the bank account, cancel pending activity, or necessarily revoke the institution connection maintained by Stripe.

7. Money movement, settlement, and transaction status

7.1 Your instructions

You are responsible for reviewing the recipient, amount, funding source, destination, timing, and fees before confirming a transaction. Financial providers may rely on the account, routing, card, pay-tag, or other identifier you provide even if another description conflicts with that identifier.

7.2 Processing and finality

Submitting an instruction does not mean the transaction has settled. Transactions may be pending, delayed, returned, reversed, rejected, canceled, disputed, or blocked because of insufficient or unavailable funds, cut-off times, weekends or holidays, incorrect information, outages, sanctions or fraud review, recipient-bank limitations, or legal process.

Estimated delivery times are not guarantees. Once submitted to a payment network, certain transactions may be irrevocable. Cohera may attempt to cancel or recover a transaction but does not guarantee recovery.

7.3 Provider records and reconciliation

Cohera maintains internal records to present provider activity and organize workflows. Stripe, the applicable financial institution, payment network, or other regulated provider is the system of record for the regulated transaction or balance it maintains. If Cohera's display conflicts with a provider's settled record, the provider record controls, subject to applicable error-resolution rights.

A business-to-business Send from an eligible Cohera Financial Account is not complete merely because Cohera accepted the instruction. Provider pending, posted, failed, returned, reversed, or canceled status controls. Each participating business remains separately onboarded and may not use the service to transmit funds for an undisclosed third party.

7.4 Receipts and complaints

For regulated transactions, Cohera will make required Stripe-hosted receipts or equivalent disclosures available through the product or another permitted channel. Complaints may be submitted through support or to complaints@coheraflow.com with “Complaint” in the subject line.

8. Internal ledger buckets, reserves, and routing rules

Cohera may let you label or allocate amounts for operating funds, estimated taxes, savings, payroll, or other business purposes. Unless the interface and program terms expressly state otherwise:

• a bucket is an internal bookkeeping classification, not a separate bank or Financial Account;
• moving an amount between buckets does not necessarily move funds at Stripe or a bank;
• a tax reserve is not a trust, escrow, tax payment, tax return, or tax-advice service;
• a scheduled rule is an instruction Cohera will attempt to execute, not a guarantee of payment; and
• you remain responsible for sufficient available funds, reviewing allocations, paying taxes and creditors, and correcting failed or misrouted instructions.

Cohera does not provide legal, accounting, tax, investment, credit, or fiduciary advice.

9. Direct deposit, payroll, and integrations

Cohera may store routing preferences or transmit instructions to ADP or another provider. Cohera is not your employer, payroll processor, accountant, tax filer, benefits administrator, or agent for employment-law compliance unless a separate signed agreement expressly says otherwise.

You are responsible for payroll amounts, worker classifications, wage-and-hour compliance, tax withholding and deposits, employee authorizations, pay statements, and routing accuracy. You may not require a worker to establish a Cohera or particular financial account as a condition of employment where prohibited by law.

10. Cards and cardholders

Card availability is not guaranteed. Before ordering, activating, or using a card, the business accountholder and each authorized user must accept the terms required for the applicable card program.

You are responsible for lawful commercial use, authorized-user compliance, sufficient funds or credit, spending controls, review of transactions and fees, and immediate reporting of a lost, stolen, compromised, or unauthorized card.

A card remains in the Stripe account scope and funding model in which it was issued. Cohera may require a replacement card when moving a business to a separately owned Financial Account; changing local ownership data does not move or refinance the existing card.

Locking a card does not cancel it or guarantee that every transaction will be blocked. Offline, recurring, delayed, previously authorized, or network-processed transactions may still complete. Canceling a card may be permanent. The current configurable default daily card limit may be $500, but actual limits may be lower or higher based on program rules, available funds, controls, risk, and provider approval.

11. Pay tags, discovery, and recipients

Your pay tag may be visible to other eligible users. If you opt into discovery, other users may find limited profile information using your pay tag, email, or phone. You must verify the intended recipient before sending funds. A display name or identifier does not independently verify identity, authority, or entitlement.

Do not use discovery to scrape data, send spam, harass others, impersonate a person or business, or conduct unauthorized marketing.

12. Fees, limits, taxes, and reserves

12.1 Current platform limits

These are platform controls, not promises of availability. Stripe, a financial institution, a network, or Cohera may impose lower or additional limits based on risk, account status, transaction type, geography, available funds, or law.

12.2 Other fees

Payment processing, instant payout, wire, card, currency conversion, dispute, return, negative-balance, replacement, expedited-delivery, ATM, or third-party fees may apply. The applicable fee must be shown in pricing, the dashboard, a transaction confirmation, fee schedule, or program terms before use. Cohera may change its fees prospectively after required notice.

12.3 Taxes

Fees exclude taxes unless stated otherwise. You are responsible for determining, collecting, reporting, and paying taxes arising from your business, transactions, workers, and use of the Services. Cohera may report transactions or withhold amounts when required by law.

13. Prohibited conduct

You may not directly or indirectly:

• violate law, sanctions, payment-network rules, provider terms, or another person’s rights;
• use the Services for an illegal, prohibited, or unapproved restricted business;
• engage in consumer peer-to-peer money transmission, nested money transmission, or other prohibited financial activity;
• transact for an undisclosed third party, process sham transactions, self-fund through false sales, or evade reserves, limits, monitoring, or reporting;
• use another person’s identity, account, funding source, or card without authorization;
• conduct fraud, account takeover, money laundering, terrorist financing, sanctions evasion, or deceptive practices;
• split transactions to avoid limits or reporting;
• interfere with the Services, introduce malware, reverse engineer protected components, scrape data, test vulnerabilities without written authorization, or bypass access controls; or
• use Cohera branding or provider names in a way that falsely implies sponsorship, licensure, insurance, or bank status.

14. Holds, reserves, negative balances, and recovery

Cohera and its providers may establish reserves, delay availability, restrict outbound movement, offset amounts, or require additional funds to manage refunds, disputes, returns, fraud, regulatory obligations, negative balances, or other risk. You must promptly pay any negative balance or amount owed.

To the extent permitted by provider terms and law, you authorize recovery of amounts owed from connected balances, payouts, reserves, Financial Accounts, or authorized funding sources. This does not limit a notice or dispute right that cannot legally be waived.

15. Suspension, termination, and account closure

You may stop using the Services and request account closure through the available account or support process. A Financial Account generally cannot close until pending transactions are complete, attached cards are canceled, and the balance is zero.

Cohera or a provider may suspend, limit, or terminate an account, transaction, or feature immediately when reasonably necessary to address risk, suspected fraud, inaccurate information, legal or provider requirements, prohibited activity, security, nonpayment, or a breach of these Terms. Provider approval or a capability can be revoked even if previously granted.

Closure does not cancel settled obligations, chargebacks, refunds, fees, negative balances, investigations, record-retention duties, or provisions that by their nature survive termination.

16. Electronic communications and signatures

You consent to receive agreements, disclosures, notices, receipts, statements, verification codes, and other communications electronically through the Services, email, or another permitted electronic channel. You must maintain a valid email address and compatible device.

Financial Account and card programs may require a separate E-Sign Disclosure and affirmative consent. That separate consent controls for the applicable program. Marketing communications are optional and can be unsubscribed from without affecting transactional or legally required communications.

17. Privacy and data

Cohera’s collection and use of personal information is described in the Cohera Flow Privacy Policy. Stripe processes information under the Stripe Privacy Policy. Financial institutions, card networks, merchants, payroll providers, and linked institutions have their own privacy practices.

You represent that you have all notices, permissions, and legal bases required to provide personal information about owners, representatives, workers, customers, recipients, and authorized users to Cohera and its providers.

18. Third-party services

The Services may link to or interoperate with Stripe, financial institutions, ADP, Apple, Google, card networks, merchants, identity providers, and other third parties. Their services are governed by their own terms. Cohera does not control third-party services, outages, decisions, fees, content, or data practices except where applicable law makes Cohera responsible.

19. Intellectual property and license

Cohera and its licensors own the Services, software, designs, text, trademarks, and other content, excluding content you submit. Subject to these Terms, Cohera grants you a limited, nonexclusive, nontransferable, revocable license to use the Services for your internal lawful business purposes.

You retain ownership of your content and grant Cohera a worldwide, nonexclusive license to host, process, transmit, reproduce, and display it only as reasonably necessary to provide, secure, support, improve, and comply with law concerning the Services.

20. Disclaimers

To the maximum extent permitted by law, the Services are provided “as is” and “as available.” Cohera disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or usage.

Cohera does not warrant that the Services will be uninterrupted, error-free, secure, or available at a particular time; that a provider will approve an account or capability; that a transaction will settle, arrive by an estimate, or be recoverable; or that a displayed balance or classification will always be current before provider reconciliation.

Nothing in these Terms disclaims a responsibility or right that cannot be disclaimed under applicable law or binding program terms.

21. Limitation of liability

To the maximum extent permitted by law, Cohera and its affiliates, officers, directors, employees, and agents will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits, revenue, data, business, or goodwill; or losses arising from third-party services, provider decisions, network delays, unauthorized access caused by your failure to secure credentials, or incorrect transaction instructions.

To the maximum extent permitted by law, Cohera’s aggregate liability arising out of or relating to the Services or these Terms will not exceed the greater of (a) the fees you paid directly to Cohera for the affected Services during the 12 months before the event giving rise to liability or (b) $100.

This limitation does not limit amounts Cohera is expressly obligated to transmit or return under settled provider records, liability for fraud or willful misconduct where it cannot be limited, or any non-waivable statutory or program right.

22. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Cohera and its affiliates, officers, directors, employees, and agents from third-party claims, losses, penalties, fines, assessments, liabilities, and reasonable legal fees arising from your business, goods or services, content, users, transactions, taxes, payroll obligations, breach of these Terms, violation of law or provider rules, or infringement of another person’s rights.

23. Disputes

Before filing a claim, you and Cohera agree to attempt in good faith to resolve it by sending written notice describing the claim and requested relief to legal@coheraflow.com and allowing 30 days for a response. This informal process does not shorten a legal limitation period or prevent either party from seeking urgent injunctive relief.

These Terms do not include an arbitration agreement or class-action waiver. Any dispute remains subject to applicable law, non-waivable rights, and any binding provider dispute procedure governing a regulated service.

24. Changes to these Terms

We may update these Terms prospectively. We will post the updated version and revise the “Last updated” date. If a change is material, we will provide additional notice or obtain renewed acceptance when required by law, Stripe, a financial partner, or applicable program terms. Continued use after the effective date constitutes acceptance where permitted. If you do not agree, stop using and close the affected Services as permitted.

25. General terms

These Terms, the Privacy Policy, any accepted fee schedule, and applicable supplemental or program terms are the entire agreement between you and Cohera concerning the Services. Program terms control for the regulated service they govern. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue.

You may not assign these Terms without our consent. Cohera may assign them in connection with a merger, reorganization, sale, or transfer of the Services, subject to law. Headings are for convenience only.

26. Contact and complaints

Use the contact channels below for support, complaints, privacy requests, and legal notices. For transaction questions, include the date, amount, and non-sensitive reference information needed to locate the activity.