Balance Marketplace Terms

Last updated: September 23rd, 2024

These Balance Marketplace Services Terms (the “Marketplace Terms”) are supplementary to the Balance Online Services Agreement (the “Agreement”) and apply to use of the Services (as defined in the Agreement) for operating a marketplace on a Site (as defined in the Agreement).

Any capitalized terms used in these Marketplace Services Terms not specifically defined herein shall have the meaning given to such terms in the Agreement.

  1. Onboarding
    1. Customer may, once successfully onboarded, integrate Balance’s services into its Site, in order to facilitate the provision of the Balance Merchant Services to its Vendors. The Balance Marketplace Services also permit Customer to take certain actions and provide certain instructions through the Balance Platform in connection with the Balance Merchant Services, both on its own behalf and on behalf of Vendors.
    2. Customer as Agent of Vendor. The Balance Vendor Services Agreement requires Vendor to appoint Customer as Vendor’s limited agent, and authorize Customer to perform certain actions on Vendor’s behalf, as may be required for the purpose of enabling Vendor to use and comply with its obligations with respect to the Services and the Balance Platform, including to initiate and manage payments and pay-outs related to the Site, and to provide all information requested by Balance related to transactions on, or use of, the Site. Customer acknowledges and agrees that it will accept such appointment, which will run concurrent to the term of the Balance Vendor Services Agreement.
    3. Reliance and Disclaimer. Balance may rely upon the accuracy, timeliness and completeness of information and instructions that Customer provides to Balance on Vendor’s behalf, and on Customer’s accurate and timely delivery of information that Balance requests Customer to provide to Vendor. Balance may also assume that Vendor has authorized all actions that Customer makes, and instructions that Customer gives, on Vendor’s behalf, which includes any actions that Customer initiates on Vendor’s behalf via the Balance Platform. Customer will defend, indemnify and hold harmless Balance, its Affiliates, and their respective Representatives from and against damages and losses of any kind connected to, resulting or arising from errors, omissions, negligence, Actions, failure to take action or delays by Customer, including untimely, inaccurate or incomplete information provided by Customer to Balance or by Customer to Vendor, and unauthorized instructions given by Customer to Balance (collectively, “Site Activity”). Customer will have no claim, demand or action against Balance arising from the Site Activity, or from any related action or failure to act by Balance.
    4. Responsibility for Site Services. Balance shall not have any responsibility to Users for any products or services that Customer provides or makes available through its Site (“Site Services”), and Customer shall, as between Customer and Balance, take sole responsibility for providing the Site Services to Users in accordance with any agreement(s) between Customer and User (the “Site User Agreement”). This Section 1.4 shall supersede any inconsistent terms in the Site User Agreement.
  2. USER ONBOARDING AND MANAGEMENT.
    1. Vendor Onboarding. When onboarding a new Vendor to the Balance Merchant Services:
      1. Customer must ensure that each Vendor is made aware that the Services are provided by Balance, and that a Vendor enters into, and is legally bound by, Balance Vendor Services Agreement; and
      2. Customer must ensure that any information pertaining to Vendor requested by Balance as part of its on-boarding processes is obtained from Vendor and delivered to Balance (“Vendor Onboarding Data”)

        Following a Vendor’s acceptance of the Balance Vendor Services Agreement and the completion of Balance’s onboarding process, Customer may, through the Balance Marketplace Services, submit and initiate Actions on behalf of the Vendor.
  3. CUSTOMER ACTIONS.
    1. Customer Actions. Customer may only engage in Actions on behalf of a User to the extent that it is doing so in accordance with the authority granted to Customer under the Site User Agreement, the Agreement, these Terms, and, Applicable Law.
    2. Site Vendor Agreement. Customer will ensure that the Site User Agreement contains information detailing the Balance Merchant Services and authorizes the Actions that Customer may conduct on a Vendor’s behalf in relation to the use of the Balance Merchant Services through the Site. Customer will also ensure that the Site User Agreement always contains provisions that enable Balance to provide the Balance Merchant Services to Vendors as contemplated in the Agreement and the Balance Vendor Services Agreement, including, but not limited to, providing the requisite consents to Balance. Customer must ensure that the Site User Agreement does not inhibit Balance’s ability to provide its Services, and, does not direct any claim to be made directly against Balance, its Affiliates, or their respective Representatives, by Users or any other third party.
  4. CUSTOMER RESPONSIBILITIES.
    1. Compliant Use. Customer agrees that it will when acting as a Vendor’s agent, represent each Vendor in relation to the Services with professional diligence, skill and care, act within the scope of its agency appointment, and promptly pass information between Balance and Vendor when requested to do so.
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