Flyweel Terms of Service | Platform Terms

These Terms of Service (Terms) govern your access to and use of the Flyweel platform, websites, applications and related services (the Service). The Service is provided by Flyweel.co Pty Ltd (ACN 685 487 754, ABN 59 685 487 754), a company incorporated in Australia (Flyweel, we, us, our).

The card programme described in clause 17 is offered in the United States by Flyweel Inc., a Delaware corporation with its address at 2810 North Church Street, Wilmington, DE 19802, United States. Flyweel Inc. and Flyweel.co Pty Ltd are both subsidiaries of Flyweel Holdings Pty Ltd. In these Terms, Flyweel means Flyweel.co Pty Ltd in relation to the Service generally, and Flyweel Inc. in relation to the Flyweel Card Programme.

By creating an account, clicking "I agree", or accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other organisation, you confirm you have authority to bind that entity, and you means that entity. If you do not agree, do not use the Service.

1. Definitions

Agreement means these Terms, together with any Order Form, our Privacy Policy, the acceptable use requirements in clause 8, and any policies we reference here.
Card Account means the card account opened for your organisation under the Card Programme.
Card Agreements means the cardholder agreement, bank agreement, commercial financing disclosures, partner terms and partner privacy policy that you review and accept inside the Card Partner's secure application flow.
Card Partner means CapitalOS, Inc. and/or CapitalOS Financial Services LLC.
Card Programme means the Flyweel Card Programme described in clause 17.
Connected Platform means a third-party service you authorise Flyweel to connect to (for example Google Ads, Meta Ads, Xero or Pipedrive).
Customer Data means data, content and information that you or your users submit to the Service, or that the Service collects from your Connected Platforms on your instruction.
Issuing Bank means First Internet Bank of Indiana.
Order Form means an order, subscription selection at checkout, or a written order document describing your plan and fees.
Output means content or results generated by the Service for you, including by AI features.
User means an individual you authorise to access the Service under your account.

2. The Service and your licence to use it

Subject to the Agreement, Flyweel grants you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription. We may update, improve or change the Service from time to time. We will not materially reduce the core functionality of a paid plan during a paid term without giving you reasonable notice and, where the reduction is material and adverse, the right to terminate under clause 16.

3. Eligibility and accounts

The Service is a business product intended for users aged 18 or over. You must provide accurate account information and keep it current. You are responsible for your account credentials, for all activity under your account, and for your Users' compliance with the Agreement. Notify us promptly at team@flyweel.co of any unauthorised use or security incident. Additional eligibility requirements apply to the Card Programme: see clause 17.2.

4. Connected Platforms and third-party services

The Service connects to Connected Platforms using authorisation (for example OAuth) that you grant. By connecting a platform, you authorise Flyweel to access, retrieve and process data from it as needed to provide the Service, and you confirm you are permitted to grant that access.

Your use of each Connected Platform remains governed by that platform's own terms. You are responsible for complying with them. Flyweel is not responsible for Connected Platforms or other third-party services, their availability, accuracy, or changes they make to their APIs or terms, which may affect the Service. Where a Connected Platform's terms require it (including Google's API Services User Data Policy and its Limited Use requirements), our access and use of that data complies with those requirements, and we handle Google user data only as described in our Privacy Policy.

You can disconnect a Connected Platform at any time in your account settings.

5. AI features

The Service includes AI-assisted features (for example the Flyweel AI agent and the ability to query your data through compatible AI clients via the Model Context Protocol).

No reliance / not advice. AI Output is generated automatically, may be incomplete or inaccurate, and must not be relied on as professional, financial, investment, accounting, tax or legal advice. You are responsible for reviewing and verifying Output before relying on or acting on it. This includes any funding estimate, eligibility illustration or capital figure the Service displays, which is illustrative only and is not an offer, an approval or a credit limit.
Third-party AI clients. If you connect the Service to a third-party AI assistant (for example ChatGPT or Claude), your use of that assistant is governed by that provider's terms, and data exchanged with it is handled as described in clause 7 of our Privacy Policy. Flyweel does not control how a third-party AI provider processes data once you share it through that provider.
Ownership of Output. As between you and Flyweel, and to the extent Flyweel holds any rights in Output generated for you, that Output is yours to use for your business purposes. You are responsible for your use of Output.
Model training. We do not use your Customer Data to train or fine-tune machine-learning models made available to other customers, except where the data has been aggregated or de-identified so that it no longer identifies you or any individual.

6. Customer Data and intellectual property

Your data. You retain all right, title and interest in your Customer Data. You grant Flyweel a non-exclusive, worldwide licence to host, copy, process, transmit and display Customer Data, and to otherwise use it, solely to provide, secure, maintain and improve the Service and as otherwise permitted by the Agreement. You are responsible for your Customer Data, including having the rights and consents needed for us to process it (including any personal information of third parties contained in your ad, CRM or accounting data).

Aggregated data. We may create and use aggregated or de-identified data derived from use of the Service for analytics, benchmarking and improving the Service, provided it does not identify you or any individual.

Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

Our IP. Flyweel and its licensors own all intellectual property rights in the Service and all related software, content, branding and documentation. Except for the rights expressly granted in the Agreement, no rights are granted to you. You must not copy, modify, reverse engineer, resell, or create derivative works of the Service except to the extent this restriction is prohibited by law.

7. Fees, billing and taxes

Fees. Fees, plan inclusions and the billing cycle are as set out at checkout, on our pricing page, or in your Order Form. Free plans and trials may be offered and may be changed or withdrawn on reasonable notice.

Payment and renewal. Paid subscriptions are billed in advance and, unless stated otherwise, renew automatically for successive periods until cancelled under clause 16. You authorise us and our payment processor to charge your nominated payment method for all fees. You can cancel renewal at any time before the start of the next period.

Price changes. We may change fees for future billing periods by giving you at least 30 days' notice before the change takes effect. If you do not accept a price change, you may cancel before it takes effect; continued use after it takes effect is acceptance.

Taxes (GST). Unless stated otherwise, fees are exclusive of GST and other taxes. Where Flyweel makes a taxable supply, you must pay the GST in addition to the fee, and we will provide a valid tax invoice. "GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Late or failed payment. If a payment is overdue, we may suspend the Service on reasonable notice until the amount is paid. Fees are non-refundable except where required by law (including the Australian Consumer Law) or expressly stated in the Agreement.

Card Programme amounts. Amounts charged to, or repayable on, a Card Account are not Flyweel subscription fees. They are governed by clause 17 and the Card Agreements, and are separate from the fees in this clause.

8. Acceptable use

You must not, and must not permit any User to: use the Service unlawfully or in breach of a Connected Platform's terms; upload malware or harmful code; probe, scan, circumvent or breach security; gain unauthorised access to the Service or other customers' data; reverse engineer or scrape the Service except as permitted by law; resell or provide the Service to third parties without our written consent; use the Service to build a competing product; exceed documented rate limits or impose an unreasonable load; or misuse AI or MCP access (including to extract data you are not authorised to access). We may suspend access under clause 16 to address a breach of this clause or a security or legal risk.

If you take part in the Card Programme, the card use restrictions in clause 17.7 also apply, and a breach of them is a breach of this clause.

9. Availability, support and beta features

We aim to make the Service available with reasonable care and skill but, except for any service levels expressly agreed in an Order Form, the Service is provided without a guaranteed uptime or service level. We may perform maintenance and will use reasonable efforts to limit disruption. Support is provided through the channels we make available (currently team@flyweel.co). Features identified as "beta", "preview", "early access" or "coming soon" are provided as-is, may change or be withdrawn, and are excluded from any service commitments to the maximum extent permitted by law.

10. Confidentiality

Each party may receive confidential information of the other. The receiving party must keep it confidential, use it only for the Agreement, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where lawful). Customer Data is your confidential information; the Service and our non-public pricing and technical information are ours.

11. Privacy

Our handling of personal information is described in our Privacy Policy at www.flyweel.co/privacy, which forms part of the Agreement. Where Flyweel processes personal information within Customer Data on your behalf, we do so to provide the Service and in accordance with the Agreement and applicable privacy laws. If you require a data processing addendum, contact us at team@flyweel.co.

12. Warranties and disclaimers

To the maximum extent permitted by law, and subject to clauses 13 and 17.11, the Service is provided "as is" and "as available", and we exclude all representations, warranties, guarantees and conditions not expressly stated in the Agreement, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that Output will be accurate or complete.

13. Australian Consumer Law

Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy that you have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded (Non-Excludable Rights). Clauses 12 and 14 do not apply to Non-Excludable Rights.

Where the Australian Consumer Law permits a supplier to limit its liability for failure to comply with a consumer guarantee (and the goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption), Flyweel's liability for that failure is limited, at our option, to: (a) re-supplying the services (or paying the cost of re-supply); or (b) repairing or replacing the goods (or paying that cost).

14. Limitation of liability

Subject to clauses 13 and 17.11:

Neither party is liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, business opportunity, or data, however arising.
Flyweel's total aggregate liability arising out of or in connection with the Agreement is limited to the fees paid by you to Flyweel for the Service in the 12 months before the event giving rise to the liability (or, if you use only a free plan, A$100).
These limits apply to the maximum extent permitted by law and regardless of the basis of the claim (contract, tort including negligence, statute or otherwise).

The limits in this clause do not apply to: your obligation to pay fees; your obligation to repay any outstanding balance on a Card Account; either party's breach of confidentiality (clause 10); your indemnity (clause 15); a party's infringement of the other's intellectual property; or liability for fraud, or death or personal injury caused by negligence, to the extent it cannot be limited at law.

15. Indemnity

You will indemnify Flyweel against loss, damage, liability and reasonable costs (including legal costs) arising from a third-party claim to the extent caused by: your breach of the Agreement (including clause 8); your Customer Data or your use of the Service infringing or misusing a third party's rights; your breach of a Connected Platform's terms; your use or misuse of the Card Programme; or your unlawful use of the Service. We will notify you of the claim, let you control its defence (provided any settlement releasing you does not impose obligations on us without our consent), and reasonably cooperate at your cost.

16. Suspension and termination

By you. You may cancel your subscription at any time, effective at the end of the current billing period. Fees already paid are non-refundable except as required by law.

By us. We may suspend or terminate your access if: you materially breach the Agreement and do not remedy it within 14 days of notice (or immediately, where the breach is incapable of remedy or poses a security, legal or financial-risk issue); you fail to pay fees when due; or we are required to do so by law. We will give notice where practicable.

Effect. On termination, your right to use the Service ends. If you hold a Card Account, its treatment on termination, including the cancellation of cards and any outstanding balance, is governed by clause 17 and the Card Agreements, and any outstanding balance remains payable. For 30 days after termination you may request an export of your Customer Data; after that we may delete or de-identify it in accordance with our Privacy Policy, except where we must retain it by law. Clauses that by their nature should survive (including 6, 7 (for accrued amounts), 10, 13, 14, 15, 17 and 18) survive termination.

17. Flyweel Card Programme (United States only)

17.1 What the programme is, and who does what

Flyweel offers a virtual commercial card programme for advertising spend to eligible businesses in the United States (the Card Programme). Flyweel is a software and service provider. Flyweel is not a bank and is not a lender.

Flyweel partners with CapitalOS for Flyweel Capital Card. Cards are issued by First Internet Bank of Indiana, pursuant to a license from Visa Inc. Credit, where it is offered, is provided by the Card Partner and the Issuing Bank, not by Flyweel. Flyweel provides the workspace through which you apply for, issue, assign and manage cards, and in which you view card activity and reach your statements.

17.2 Eligibility

To apply for the Card Programme you must: be a United States based business entity, or an authorised representative acting for one; be at least 18 years old and able to enter binding agreements; hold an Owner or Admin role on your Flyweel workspace; and have a verified company-domain email address on your account. Availability is limited, and submitting an application does not mean it will be approved. Businesses outside the United States can register interest only. Registering interest is not an application, an approval, or an offer of credit.

17.3 The Card Agreements control the card relationship

Before a Card Account is opened you will be asked to review and accept the Card Agreements inside the Card Partner's secure application flow. Those agreements, not these Terms, govern your Card Account, any credit extended to you, repayment, fees, statements and disputes. Where the Card Agreements and these Terms conflict in respect of your Card Account, the Card Agreements prevail. Current copies are available from the Documents menu in your Flyweel workspace.

17.4 Application, identity verification and underwriting

You authorise Flyweel, the Card Partner and the Issuing Bank to collect, verify, use and periodically review information about you, your business, and its owners and control persons, for identity verification, anti-money-laundering and sanctions screening, fraud prevention and eligibility assessment. Identity and compliance information is collected directly by the Card Partner inside its own secure interface. How we handle the information Flyweel does receive is described in our Privacy Policy.

Your business performance is used and periodically reviewed to assess qualification for initial credit and future credit increases. If eligible, you will have the option to accept any future increases.

A funding figure shown to you in the Flyweel workspace before approval is an illustration calculated from your connected advertising spend alone. It is not an offer, an approval, a credit limit, or the output of underwriting.

17.5 Capital mode: repayment and automatic debit

Flyweel Capital Card is a pay in full charge card. Any outstanding statement balance will be automatically debited on each monthly payment due date from your designated bank account or Flyweel Balance. If your account cannot be successfully debited on the payment due date, your card may be locked and you won't be able to make new purchases until your balance has been repaid. Late fees may apply.

You authorise that automatic debit, and you are responsible for keeping the designated bank account or Flyweel Balance current and sufficiently funded. You may withdraw the authorisation only as the Card Agreements allow, and withdrawing it may end your ability to use the Card Programme.

17.6 Debit mode

In debit mode, cards spend from a balance you fund. There is no credit line, no debt, and no credit underwriting. Your account mode is set when your Card Account is configured, and it is not currently switchable by you inside the Flyweel workspace.

17.7 How cards may be used

Cards are for business use only and must not be used for personal, family or household purposes. Cards carry an advertising and marketing merchant-category control, and charges outside it are declined. Owners and Admins may set a budget on a card where that control is available on your account.

You must not: use a card for cash advances or cash-equivalent transactions; use a card for unlawful activity; abuse, resell, or attempt to circumvent Flyweel's or the Card Partner's spend controls, credit or risk systems; or allow a card to be used by anyone you have not authorised. You are responsible for each card you issue, for the people you assign cards to, and for the charges on your Card Account.

17.8 Activity, statements and disputes

Card activity shown in the Flyweel workspace is informational. It is synced from the Card Partner and may lag, be incomplete, or change once the Card Partner settles a transaction. Statements and dispute filing take place in the Card Partner's secure surfaces. Flyweel mirrors the status of a dispute and cannot file, cancel, amend or decide one. Tell us and the Card Partner promptly if you suspect an error or an unauthorised charge.

Card account utilisation notifications are calculated from your total Card Account balance against your total Card Account limit, not from a budget you set on an individual card. They are refreshed periodically rather than in real time, and you should not rely on them as an immediate warning.

17.9 Freeze, cancellation and suspension

Flyweel, the Card Partner or the Issuing Bank may freeze, cancel or suspend a card or your Card Account for risk, fraud, compliance, legal or breach reasons, in line with the Card Agreements. If a member of your workspace is removed, their cards may be frozen, cancelled or replaced. Any outstanding balance remains payable.

17.10 Card Programme fees

Flyweel does not charge a fee to issue a card, load a balance, or spend on a card. Late fees and other charges connected to your Card Account are set by the Card Agreements, not by these Terms. Platform subscription fees under clause 7 are separate and are not affected by your Card Account.

17.11 Card Programme disclaimers

Flyweel does not warrant that an application will be approved, that a particular limit will be offered, that a specific transaction will be authorised, that a card will be accepted by a given merchant or advertising platform, or that the Card Partner's or the Issuing Bank's services will be uninterrupted. To the maximum extent permitted by law, and subject to clause 13, Flyweel is not liable for the Issuing Bank's or the Card Partner's decisions on approval, credit limits, declines, freezes, closures or disputes, or for their outages or delays. Clause 12 applies to the Card Programme as it applies to the rest of the Service.

17.12 Governing law and arbitration for the Card Programme

This clause 17.12 applies to disputes arising out of or relating to the Card Programme, and it overrides clause 19 for those disputes only. It does not apply to the rest of the Service, and it does not exclude, restrict or modify any Non-Excludable Rights under clause 13 that apply to you.

The Card Programme, and any dispute arising out of or relating to it, is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. You and Flyweel agree that any such dispute will be resolved by binding individual arbitration, and not in court. The arbitration will be administered by a recognised arbitration provider under its commercial rules, seated in Wilmington, Delaware, or conducted remotely where the parties agree.

You and Flyweel each waive the right to a jury trial, and each waive the right to bring or take part in a class, collective, consolidated or representative proceeding. An arbitrator may award relief only in favour of the individual party seeking it. Either party may instead bring an individual claim in small-claims court, and either party may seek injunctive relief from a court of competent jurisdiction to protect its intellectual property or confidential information. If the class waiver is held unenforceable, this clause 17.12 does not apply to that dispute, which will be heard in the state or federal courts located in Delaware.

17.13 Electronic communications

You consent to receive the Card Agreements, disclosures, statements, notices and other Card Programme communications electronically, through the Flyweel workspace, the Card Partner's surfaces, or email. You confirm you are able to access and retain them. You may withdraw this consent as the Card Agreements allow, and withdrawing it may end your ability to use the Card Programme.

17.14 Required disclosures

Flyweel partners with CapitalOS for Flyweel Capital Card. Cards are issued by First Internet Bank of Indiana, pursuant to a license from Visa Inc.

17.15 Financial features not offered under these Terms

Features Flyweel may describe or develop other than the Card Programme, including any "Yield" (returns on balances) and any ad-spend financing or revenue-based funding product distinct from the Card Programme, are not offered or available under these Terms. If and when Flyweel makes any such feature available, it will be governed by separate terms and any required disclosures, and may only be available to eligible customers.

Except for the Card Programme described in this clause 17, nothing in the Agreement or on the Service constitutes, or should be relied on as, an offer of credit, a financial product, a financial service, or financial, investment or credit advice.

18. Changes to these Terms

We may update these Terms from time to time. For changes that are material and adverse to you, we will give at least 30 days' notice (for example by email or in-app) before they take effect, and you may terminate before they take effect if you do not accept them. For other changes, we will post the updated Terms and change the "Last updated" date. Your continued use of the Service after changes take effect is acceptance of the updated Terms.

19. General

Governing law and jurisdiction. The Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the courts of the Commonwealth of Australia. Clause 17.12 applies instead to disputes arising out of or relating to the Card Programme.
Disputes. Before commencing proceedings (other than for urgent interlocutory relief), a party must notify the other of the dispute and the parties will attempt in good faith to resolve it for 20 business days. Clause 17.12 applies instead to Card Programme disputes.
Assignment. You may not assign the Agreement without our written consent. We may assign or novate the Agreement to a related body corporate or in connection with a merger, acquisition, reorganisation or sale of assets.
Order of precedence. If there is a conflict, the order of precedence is: (1) the Order Form; (2) these Terms; (3) the other policies forming part of the Agreement.
Entire agreement. The Agreement is the entire agreement between the parties about the Service and supersedes prior discussions and representations, except for liability for fraud or for statements that cannot be excluded at law.
Severability. If a provision is unenforceable, it is read down or severed to the minimum extent necessary, and the rest remains in force.
Waiver. A failure or delay in exercising a right is not a waiver of it.
Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control.
Notices. Notices to Flyweel may be sent to team@flyweel.co. We may give notices to you by email or in-app.
Relationship. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

20. Contact

Flyweel.co Pty Ltd (ACN 685 487 754, ABN 59 685 487 754)
Queensland, Australia
Email: team@flyweel.co

For Card Programme matters:
Flyweel Inc. (Delaware, United States)
2810 North Church Street, Wilmington, DE 19802, United States
Phone: (302) 600-3436
Email: team@flyweel.co