Terms and Conditions

‍Last updated: April, 2025

IMPORTANT: BY ACCESSING AND/OR USING THE WEBSITE (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS INCLUDING THE DISPUTE RESOLUTION PROVISIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT ACCESS OR USE THE WEBSITE. YOU AGREE THAT THESE TERMS AND CONDITIONS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.

IF YOU ARE USING THE WEBSITE AS AN EMPLOYEE OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THESE TERMS OF SERVICE, AND YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO. BALANCE RELIES ON THIS WARRANTY. THE RIGHTS GRANTED UNDER THESE TERMS OF SERVICE ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Acceptance of Terms
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The following agreement consists of the terms and conditions governing your (“you” or “user”) access to and use of Balance Payments, Inc’s (“Company” or “We” or “Our”) website available at: https://www.getbalance.com, and the content therein (collectively, the “Website”). Unless expressly excluded, references to Company in these Terms shall be deemed to mean a reference to the Company’s subsidiaries and affiliates as well. These TERMS AND CONDITIONS together with the Website Privacy Policy and any Offering Specific Terms (collectively, the “Terms”) constitute a binding agreement between you and Company, and by continuing to access and use the Website in any way or manner you agree to abide by, and be bound by these Terms. If you do not understand and/or agree to the Terms, you should immediately exit the Website and cease making any use thereof.

We may unilaterally change or add the Terms at any time. In the event of a material change, We shall notify you by means such as a prominent notice on the Website, an email to the email address we on file etc. You should check our Website periodically and review changes to the Terms. By continuing to use the Website following such modifications, you agree to be bound by such modifications. If you do not agree with all of the provisions of such updated Terms, please do not use the Website after the effective date of the update.
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License

Except as expressly stated herein, you are authorized to access, browse the contents of the Website subject to the following conditions: (i) you may use the content of the Website for your internal, informational and non-commercial purposes. You may not modify the materials at the Website in any way or reproduce or publicly display, perform or distribute or otherwise use them for any public or commercial purpose, including, for clarity, any machine learning / artificial intelligence model training or other similar purposes. Any use of the materials at the Website on any other website or network computer environment for any other purpose without our express, prior, and specific written consent is prohibited (ii) any copy or portion must include Our copyright and other proprietary notices, (iii) no modifications or reproductions are made; and (iv) We reserve the right to revoke this authorization at any time. The contents of the Website are copyrighted and any unauthorized use of any materials at the Website may violate copyright, trademark, and other laws. If you breach any of these Terms, your authorization to use the Website automatically terminates, without any further action being required from us, and you must immediately destroy any copied or printed materials.

If we provide you with access to a ‘sandbox environment’ through the Website, by accessing the sandbox environment provided to you, you acknowledge and agree that such access is granted solely for testing, evaluation, and development purposes. The sandbox is a simulated, non-production environment that may not fully reflect the features, performance, or functionality of the live or production version of our services. You agree to use the sandbox exclusively for its intended purposes and not for any commercial, unlawful, or unauthorized activities, or in a manner otherwise prohibited by these Terms.

You explicitly agree not to upload, transmit, or introduce any malicious software, viruses, or other harmful code into the sandbox, or the Website. You understand that data generated within the sandbox may be deleted periodically or at any time without notice, and such data will be the property of the Company. We make no representations or warranties regarding the availability, reliability, or functionality of the sandbox, and reserves the right to modify, suspend, or terminate access to the sandbox at its sole discretion, for any reason, and without prior notice.

Any feedback you provide to us related to the sandbox environment, and our services will be deemed to be a User Contribution (as defined below).
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‍Limitations on Use

You may not use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” or similar tools, that accesses the Website in a manner that sends more request messages to the Website’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You may not collect or harvest any personally identifiable information, including, without limitation, account names, from the Website, nor use the communication systems provided by the Website for any commercial solicitation purposes. You may not circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any content available on the Website or enforce limitations on use of the Website or the content therein.

You may not copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Website and/or any other software available on the Website or create derivative works thereof. You undertake not to, and not allow any third party to, penetrate or circumvent or attempt to penetrate or circumvent any technical restrictions or limitations included in the Website or its servers.

You agree not to refer to the Website by use of framing, make use of the Website in any jurisdiction where same are illegal or which would subject Company or its affiliates to any registration requirement within such jurisdiction or country, use, or encourage, promote, facilitate or instruct others to use the Website for any illegal, harmful or offensive use and/or transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files. You also agree not to use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website, attack the Website via a denial-of-service attack or a distributed denial-of-service attack, or otherwise attempt to interfere with the proper working of the Website.
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Ownership of Proprietary Rights

The Website, including without limitation any underlying data, software, platforms, algorithms, technology, content, blogs, briefs, guides, documentation, webinars, podcasts, design, UI, any information, services, texts, files, charts, graphs, photos, videos, sound, music, organization, structure, "look and feel" and features, and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“Company IPR”) are the exclusive property of Company and/or its licensors who retain all right, title and interest in connection therewith.

No transfer or grant of any rights by Company is made or is to be implied by any provision of these Terms or by any other provision contained in the Website with respect to the Company IPR or otherwise, except for the limited right to access as set forth above.

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, chatbots, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the content standards set out below. User Contributions must not:

- contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;

- violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and [our affiliates and service providers, and each of their and] our [respective] licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material [for any purpose/according to your account settings].

You represent and warrant that:

- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and [our affiliates and service providers, and each of their and] our [respective] licensees, successors, and assigns.

- All of your User Contributions do and will comply with these Terms of Use.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website. You also understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We do not undertake to review material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

“Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property.
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Privacy

Company's privacy practices are governed by Company’s website privacy policy, the most updated copy of which can be found at https://www.getbalance.com/legal/privacy-policy (“Privacy Policy”). The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Website. Users are required to ensure that all persons who access the Website through a user’s internet connection are aware of these Terms and comply with them. The Website, including content or areas of the Website, may require user registration. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. By accepting these Terms and Conditions, you also hereby grant permission to Company to access, store and transfer data you provide to Company in accordance with the Privacy Policy.
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Disclaimer

YOU AGREE THAT YOUR USE OF THE WEBSITE AND/OR THE COMPANY IPR SHALL BE AT YOUR OWN RISK. THE WEBSITE, INCLUDING WITHOUT LIMITATION COMPANY IPR ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND COMPLIANCE WITH REGULATORY REQUIREMENTS.

COMPANY DOES NOT WARRANT THAT THE WEBSITE AND ALL SERVICE AVAILABLE THROUGH IT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS.

COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COMPANY IPR OR WEBSITE INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. WITHOUT DEROGATING FROM THE FOREGOING, THE INFORMATION PROVIDED THROUGH THE WEBSITE MAY BE PARTIAL, OUTDATED, INACCURATE AND SUBJECT TO CHANGE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE WEBSITE AND/OR ANY OF THE COMPANY IPR.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
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Limitation of Liability

TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL COMPANY AND ITS AFFILIATES AND ITS AND THEIR PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE WEBSITE OR COMPANY IPR, OR RELIANCE THEREON OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY COMPANY. IN THE EVENT THAT APPLICABLE LAW DOES NOT PERMIT THE COMPANY TO DISCLAIM DAMAGES, THE COMPANY’S LIABILITY SHALL BE LIMITED TO $1,000 (ONE THOUSAND DOLLARS ONLY).SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
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Indemnification

You agree to defend, indemnify and hold Company and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys' fees, expert fees' and other costs of litigation) arising from, incurred as a result of, or in any manner related to your use of the Website and/or any breach of these Terms.
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Third Party Content
‍The Website may contain content provided by third parties and links to
outside services, content and resources, Company does not screen, monitor, endorse, or control such services, content and resources. All statements and/or opinions expressed in any such third-party content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. Any concerns regarding any such linked services, content and resources should be directed to such particular service, content or resource provider. Such services, content and resources are provided only as an informational resource, simply as a service and only for your convenience. Neither the Company nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.. Without derogating from the foregoing, should you leave the Website via a link contained therein and/or view content that is not provided by Company, you do so at your own risk and Company shall not be responsible or liable for damages or losses caused in connection therewith. In as much as you are redirected to linked services, content and resources, We recommend you to carefully read and abide by the terms of use and privacy policies of such third party services, content and resources, which, if accepted by you, shall be considered binding on you in accordance with its provisions.
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Additional Services from Balance Payment.

We offer, and may offer from time to time, certain additional services that either supplement these Terms or form an independent agreement (“Offering Specific Terms”). Each specific additional offering shall be governed solely with respect to the subject matter therein by the Offering Specific Terms applicable to it. The current applicable additional specific offerings include, without limitation, an agreement applicable to you if you are interacting with/ using the Company’s services in your capacity, either as a vendor/ merchant of a Balance customer, or a buyer from a marketplace/ merchant that uses the Company’s services.

In the event of any conflict between these Terms and any Offering Specific Terms, the provisions of the Offering Specific Terms shall prevail solely with respect to the relevant relationship or subject matter.

Beta Services. From time to time, Company may in its sole discretion invite you to use, on a trial basis, potential new services that are in the final stages of development and not yet available to all customers (“Beta Services”). You may accept or decline to participate in the trial use of any Beta Services at your sole discretion. If you accept to use any Beta Services, in addition to being governed by these Terms, any additional terms and conditions applicable to them will be communicated to you. Beta Services are provided to you for evaluation purposes, are not considered paid services, and are not eligible for any support unless we expressly and specifically inform you otherwise.

We reserve the right to change, suspend or discontinue any free, trial or Beta Services at any time, with or without notice, in its sole discretion. We will have no liability arising out of or in connection with a Beta Service.
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‍Termination

We may terminate these Terms and/or suspend your right to access or use any portion or all of the Website (including any sandbox environment, or to any Beta Services) immediately (including without limitations the license set forth above), at our sole discretion without notice. Upon termination you must immediately cease using the Website and the following sections shall survive: 1, 3, 4, 6-12.
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General

(i) These Terms shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to the principles of conflict of law therein. You hereby consent to bring any claims, disputes, demands, actions or other similar causes of action exclusively before the courts in Wilmington, Delaware. This provision shall not limit Balance’s right to bring proceedings before any other court of competent jurisdiction to enforce any of its rights under the Terms; (ii) notwithstanding the foregoing, in the event of breach or threatened breach by of any provision of these Terms by you, Company could suffer significant and irreparable harm that could not be satisfactorily compensated in monetary terms, and that the remedies at law available to Company may otherwise be inadequate and Company shall be entitled, in addition to any other remedies to which it may be entitled to under law or in equity, to the immediate ex parte issuance, without bond, of an equitable relief, including without limitation an injunctive relief, in any jurisdiction worldwide. You hereby acknowledge and agree that Company shall not be required to post bond as a condition to obtaining or exercising any such remedies, and you hereby waive any such requirement or condition; (iii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iv) You acknowledge and agree that Company has the right, at any time and for any reason, to redesign or modify the Company IPR and other elements of the Website or any part thereof; (v) these Terms (which, for the avoidance of doubt, include the Offering Specific Terms) are the entire agreement between you and Company regarding the subject matter herein; (vi) Company may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Company. Any unauthorized assignment will be void and of no force or effect; (vii) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Company any rights, remedies or other benefits under or by reason of these Terms; (viii) Company's failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (ix) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (x) any cause of action initiated by you and arising out of or related to the website must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is permanently barred and you shall be deemed to waive any claim you may have in respect thereof.

If you have any further questions or require further clarification, please contact us by sending an e-mail to: support@getbalance.com