Balance Payment Services Terms

Last updated: April 17, 2023

These Balance Payment Services Terms (“Terms”) set out terms and conditions relating to functionality within the Balance Platform which enables one-time and recurring payments. These Terms may be incorporated by reference into an agreement (“Agreement”) between a Balance entity (“Balance”) and the entity wishing to access this functionality (“Merchant”).

Capitalized terms not defined in these Terms have the meanings given in the Agreement, and to the extent that there is a conflict between the Agreement and these Terms, these Terms will prevail. Balance may amend these Terms from time to time, in its sole discretion and for any reason. Amendments will be indicated by a changed Last Updated date at the top of this web page, and Merchant is responsible for monitoring this web page for amendments. Merchant's subsequent access and use of the Balance Platform or use of the Services constitutes Merchant’s consent and agreement to such amendments.

1. PAYMENT PROCESSING SERVICES.
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   1.1 Payment Processing Services. Balance provides functionality within the Balance Platform which enables Merchant to accept one-time and recurring payments (each, a “Payment”) through Merchant’s use of the payment processing services provided by Payment Processor, as further described in these Terms and the Balance Documentation(such services, the “Payment Processing Services”).
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2. KEY CONCEPTS.
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   2.1 Payment Processor. Balance will designate one or more third-party (each, a “Payment Processor”)to process payments for Merchant that are initiated through the Balance Platform.
   
   2.2 Operating Regulations. Merchant's use of the Payment Processing Services is subject to the by-laws, operating regulations, terms and conditions, rules, guidelines, policies and procedures of any card association or payment network used to process Payments through the Payment Processing Services, as any or all of the foregoing may be amended and in effect from time to time (collectively, “Operating Regulations”).
   
   2.3 Connected Account. Merchant authorizes and directs Balance to (i) on behalf of Merchant, create an account with Payment Processor for and in the name of Merchant for the purpose of allowing Payment Processor to accept, process and settle Payments for Merchant and otherwise provide the Payment Processing Services to Merchant(such account, the “Connected Account”),and (ii) manage the Connected Account on behalf of Merchant in the manner described in these Terms.
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3. APPOINTMENT AS AGENT.
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   3.1 Merchant appoints Balance as Merchant’s authorized agent for the purposes of enabling Merchant's access to the Payment Processing Services and performing any additional duties as set forth in this Agreement, and Balance accepts such appointment. Merchant agrees that upon Balance’s receipt of any amounts payable to Merchant, (a) such amount will be deemed received by Merchant and treated in the same manner as any funds paid directly to Merchant, such that Merchant will be responsible for fulfilling its obligations to the payor of such amount in the same manner as if Merchant had received such amount directly, whether or not such amount is subsequently remitted to Merchant or a designated third-party, and (b) Merchant will not, to the extent such amount constitutes funds paid by or on behalf of a Buyer, have recourse against Buyer in the event such amount is not subsequently made available to Merchant, or transferred in accordance with Merchant’s instructions.
   
   3.2 Should the use of a certain Payment Processor preclude Balance from directly receiving any amounts payable to Merchant, Merchant agrees to provide Balance with all necessary consents and legal powers, and hereby provides Balance with such legal authorization and powers so as to allow Balance to open a virtual bank account or wallet (“Virtual Account”)on behalf and in the name of Merchant, and to act and operate the Virtual Account and the funds therein as needed in order to perform Balance’s duties and obligations under this Agreement. Merchant will obtain legal title to funds after they have been transferred to Merchant Bank Account. Merchant undertakes not to take any action or make any disposition, provide any instruction, pledge, use as security, commit or otherwise access any of the funds in the Virtual Account.
   
   3.3 In accepting such appointment as the authorized agent of Merchant, Balance assumes no liability for any acts or omissions of any Merchant or any third party. Merchant will cooperate with Balance and execute all commercially reasonable documents which may be necessary to implement this Section 3.
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4.  MERCHANT’S USE OF THE PAYMENT PROCESSING SERVICES.
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   4.1 General Obligations. Merchant:
   (a)               authorizes and directs Balance to share with Payment Processor such information and transaction information related to Merchant’s use of the Payment Processing Services, including the bank account linked to Merchant’s use of the Balance Platform and Services in accordance with the Agreement (“Merchant Bank Account”), as may be requested by Payment Processor from time to time;
   
   (b)               must, at or before transacting with a Buyer, prominently inform Buyer of the: (i) Merchant's identity (including prominently displaying its registered name and any trading name on the Merchant’s website) and address of its fixed place of business; (ii) terms and conditions of sale including the Merchant's delivery policy and returns and cancellation policies (which policies must at all times be clear, fair, and comply with Applicable Law); (iii) date on, and currency in which, any charges will commence; (iv) Merchant's dispute and complaints policy and procedure, customer service email and telephone contact details; and (v)Merchant’s data privacy policy;
   
   (c)               authorizes (i) Payment Processor to initiate ACH credit and debit entries to the Merchant Bank Account for the purpose of crediting Payment settlement amount sand other amounts due to Merchant and debiting amounts owed by Merchant, including fees, chargebacks, refunds, fines or penalties, in each case in connection with the use of the Payment Processing Services, such authorization to include the right to effectuate net settlement, at Balance’s discretion, unless otherwise agreed by the Parties, and (ii) Balance to, in the event that amounts remitted to the Merchant Bank Account which exceed the net amount Merchant is to receive after deduction of any related fees and charges, initiate an ACH debit from the Merchant Bank Account for the excess amount;
   
   (d)               authorizes Balance to, on behalf of Merchant, (i) accept and collect Payment information and instructions from Buyers through the Balance Platform, and(ii) transmit such information and instructions to Payment Processor to allow Payment Processor to submit the related Payments for authorization, processing and settlement;
   
   (e)               agrees that (i) Merchant is the merchant of record for all Payments and assumes all of the responsibilities of a merchant under the Operating Regulations,
   (ii) as between Merchant and Balance, Merchant is responsible and liable for all charges, including fees, chargebacks, refunds, fines or penalties, arising in connection with Merchant’s use of the Payment Processing Services, and (iii) in the event Balance pays any such amount to Payment Processor or other third party on behalf of Merchant, that amount will be a debt payable by Merchant to Balance, and Balance may exercise any of its rights under this Agreement to recover the debt; and
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   (f)               agrees that (i) Merchant is liable for any losses incurred by Balance or Payment Processor as a result of any unauthorized, fraudulent, improper or erroneous use of the Payment Processing Services, Services or Balance Platform by any Buyer, Merchant, or any of Merchant’s Representatives.
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5. DESIGNATED PAYMENT PROCESSORS.
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   5.1 Designated Payment Processors. Balance may add or remove third parties as designated Payment Processor, at anytime and in its sole discretion, in which case Balance will inform Merchant of such change. If Balance adds a new designated Payment Processor, Merchant will execute such documents and take such other action, as may be reasonably required by Balance or the relevant third party designated by Balance to serve as Payment Processor, in order for such party to serve as Payment Processor and provide the Payment Processing Services to Merchant.
   
   5.2 Responsibility for Payment Processors. Balance is not responsible for the acts or omissions of any Payment Processor, and Merchant’s sole remedy for any loss or damage incurred due to the acts or omissions of a Payment Processor are to seek compensation (to the extent available) under the applicable Payment Processor Account Agreement. Balance would reasonably assist in facilitating communications of Merchant with Payment Processor when seeking such remedy.
   
   5.3 Termination or Suspension by Payment Processor. A Payment Processor may suspend or terminate its provision of the Payment Processing Services to Merchant at any time in the event the Payment Processor determines, in its sole discretion, that Merchant has violated the Payment Processor Account Agreement, this Agreement, the policies or procedures of the Payment Processor or Balance, the Operating Regulations or Applicable Law, or that Merchant’s actions reflect negatively on the brand or reputation of Balance, the Payment Processor, or any financial institution utilized by the Payment Processor or Balance in connection with the Payment Processing Services. Balance may immediately suspend Merchant’s access to all or part of the Services, or terminate this Agreement upon notice to Merchant, if a Payment Processor suspends or terminates its provision of the Payment Processing Services to Merchant.
   
   5.4 Payment Processor Terms
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   (a)               Merchant acknowledges and agrees that Merchant has reviewed, agrees to, and shall at all times comply with and be bound by, each of the following payment processor account agreements, as some or all may apply to Merchant, depending on the needs for providing the Payment Processing Services, at Balance’s discretion, as the same may be amended by Payment Processor from time to time (each a “Payment Processor Account Agreement”):
        (i) Stripe, Inc. (“Stripe”). The Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal),which includes the Stripe Services Agreement (available at https://stripe.com/us/legal);
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   (b)               Merchant additionally represents, warrants and covenants to Balance that(i) Merchant is not engaged, and will not at any time engage, in any businesses, activities or practices which are illegal or otherwise included on Stripe’s Restricted Businesses List, available at https://stripe.com/restricted-businesses,as the same may be updated or modified by Stripe from time to time (“Stripe Restricted Businesses List”),and (ii) will not at any time utilize the Payment Processing Services in any way which violates the Stripe Payment Processor Account Agreement.