TERMS OF USE

This is a common language, non binding, version of our Terms of Use. 

At the bottom of this Doc you’ll find our Terms of use. The proper ones, written in “Legal English”. 

By using our services, you agree to the full blown legal version below. 

TERMS OF USE - the short version

These Terms of Use, and other terms we refer to inside, are the legal foundation for your use of our product or services. it’s a binding and enforceable legal contract between Us and You. So when you click I accept, or use the services, you agree to these terms. 

If you don’t agree to these terms, don’t use the services. 

If you are accepting these Terms on behalf of an entity (like your company, or one you work for, or a client) you’re essentially assuring us that you have the power and authority to bind such entity to these Terms.

1. The Services
   1.1 Services. We let you pay using our checkout or platform. We process your payments, we decide whether you are eligible to pay with terms, and we facilitate the communication between you and the merchant/seller in matters involving invoicing and quotes. 

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1. Third Party Products. We may use Third Party Products, including certain online payment processing providers, in the operation of our Services (each a "Third Party"). In order for them to be able to provide you with certain aspects of the Services, we may share your data with, and receive your data from, such Third Party. For example - we use Plaid to connect to your bank account. Don’t worry though - our agreements with these Third Parties outline the appropriate use and handling of your information.
2. Third Party Terms. We use a Third Party called Settle, Inc., to offer Payment Terms. So let’s say you choose to pay later, say in 30 days. You need to understand and agree that if you don’t pay on time, meaning you default on Payment Terms, Settle shall be entitled to collect the amount in default directly from You.

1. Transactions

1. Independent Third Party. Balance is an independent, third-party service provider that is not formally affiliated with any Seller. Basically, we’re not a party to any relationship between you and the merchant or seller. we’re just the payment platform. 
2. No Liability for Transactions. That means, we’re not responsible, or liable, for anything related to Transactions, delivery of goods or services, or any associated disputes which may arise. We also have nothing to do with any products, services or statements presented by Sellers. 

1. Use Obligations and Restrictions

1. Obligations. When it comes to our services, you agree to be compliant with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; 

Also, you use reasonable security precautions in your access to the Services.

2. Restrictions. There really isn't a nice way to say this - You may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services; or (e)  reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so. 

4. Buyer Data

1. You should know and you agree that, solely for the purpose of providing the Services, we may collect, use, store and transmit technical and related information that identifies you (including the Internet Protocol Address), including Transaction information as described in the Privacy Policy. 

 To clarify - your data is always yours and yours alone, but you grant us permission to collect it and use it according to the terms below.

5. Intellectual Property Rights

1. Retention of Rights. You have no intellectual rights to our Services. 
2. Feedback. If you provide us any feedback, comments or suggestions, we can use them freely, and you have no rights in relation to such use. 

{Our lawyers wrote this next part in ALL CAPS so we can’t shorten it for you. sorry. here it is}

6. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY. BALANCE PROVIDES THE SERVICES AND DOCUMENTATION TO BUYER ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND BALANCE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. BALANCE FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BALANCE’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE VALUE OF TRANSACTIONS ACTUALLY PAID FOR BY BUYER HEREUNDER IN THE MONTH PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BALANCE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT BALANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Term and Termination

1. Term & Survival. These Terms are in effect when you accept them by using our services and will continue until you stop using our services. You can reach out to us to delete your data, but the terms that need to survive afterwards in order to make sense, would still apply. 

8. General

1. Changes to Terms. We may change the Terms from time to time, and we’ll update our terms on our Website and in the Checkout  if we do.
2. Assignment. You can’t let other buyers use the Services with your information, and you can’t transfer your obligations to us to anyone else. We may assign our obligations among the various Balance entities within the Balance Inc. group (we have subsidiaries), but then we would change the definition of Balance in these terms and we will notify on our website.

FULL BLOWN TERMS OF USE

These terms of service, together with any other agreements or terms incorporated by reference (the "Terms"), including the Privacy Statement available at https://stripe.com/privacy (the "Privacy Policy"), govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Balance and You. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms. If you do not agree with these Terms, you must not accept these Terms or use the Services. If you are accepting these Terms on behalf of an entity, you represent that you have the power and authority to bind such entity to these Terms.

1. Definitions 

1. "Buyer" or "you" means a small or medium business being the person or entity on behalf of which you are accepting these Terms. 
2. “Checkout Service” means the Balance checkout flow integrated into the Merchant Property, enabling Buyer to complete Transactions.
3. "Merchant Property" means the online property for offering products and services, on which a Transaction was made. For the avoidance of doubt, a Merchant Property may be a platform for SMB Sellers and Buyers who are customers of the Merchant, or it may be Seller's eCommerce platform where Merchant is the only Seller.
4. "Merchant" in relation to each Transaction, means the person or entity who owns the Merchant Property on which such Transaction was made. 
5. "Payment Terms" means the execution of a Transaction with deferred payment by Buyer through the Service, applied in connection with some Transactions, as agreed by the parties, as distinguished from the Services applied to all Transactions. Balance may determine the Transaction criteria for offering Payment Terms at its discretion.
6. "Seller" means the person or entity offering the products and/or services being sold in a Transaction.
7. "Services" means any services (including Checkout Service and Payment Terms, to the extent applicable), documentation, and software made available through the Service, but excluding Third Party Products. 
8. "SMB Seller" means a person or entity other than the Merchant, offering products or services as a Seller on a Merchant Property.
9. "Third Party Products" means any service, products, software or application that is provided by a third party and interoperates with a Service, including electronic assistants. 
10. "Transaction" means a transaction between Buyer and a Seller for the purchase of products or services on a Merchant Property processed through the Services.
11. "We", "Us", "Balance" or "Our" means Balance Payments, Inc.

2. The Services

1. Services. Subject to the terms and conditions of this Agreement, Balance shall provide Buyer with the Services, directly or as integrated in the Merchant Property. During the Term and subject to Buyer's compliance with the terms and conditions of this Agreement, Balance grants Buyer a non-exclusive, non-transferable, non-sublicenseable, limited, revocable right (i) for Buyer employees, agents, representatives and contractors who are permitted to initiate Transactions by Buyer ("Authorized Users"), for Buyer's internal business use, in connection with Transactions entered into by the Buyer; and (ii) use the Services, including Payment Terms, as applicable and as made available by Balance, to process Transactions.
2. Third Party Products. We may integrate with Third Party Products, including certain online payment processing providers, in the operation of our Services (each a "Third Party"). In order for Third Parties to be able to provide you with certain aspects of the Services, we may share your data with such Third Party, and receive your data from such Third Party. Our agreements with Third Parties outline the appropriate use and handling of this information.
3. Third Party Terms. Without derogating from the generality of the foregoing, Buyer acknowledges and agrees that Balance uses a Third Party, Settle, Inc., to offer Payment Terms. Buyer agrees and undertakes that if Buyer defaults on Payment Terms, such Third Party shall be entitled to collect the amount in default directly from Buyer.

2. Transactions

1. Independent Third Party. Balance is an independent, third-party service provider that is not formally affiliated with any Seller. Buyer acknowledges and agrees that Buyer's use of the Services in connection with Transactions does not in any way constitute a tri-party agreement between Buyer, Balance, and any Seller. 
2. No Liability for Transactions. In accordance with the above, Balance shall have no responsibility or liability for any consequences resulting from your interactions or contracts with Sellers, including but not limited to Transactions, the proper and timely delivery of goods or services, and any associated disputes which may arise. Balance does not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Sellers. 

2. Use Obligations and Restrictions

1. Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) use reasonable security precautions in your access to the Services.
2. Restrictions. You may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services; or (e)  reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so. 

2. Buyer Data

1. Buyer agrees that, solely for the purpose of providing the Services, Balance may collect, use, store and transmit technical and related information that identifies Buyer and its Authorized Users (including the Internet Protocol Address), including Transaction information, and with regard to Authorized Users, as described in the Privacy Policy (the "Buyer Data"). The Buyer Data, including any intellectual property rights thereto, shall remain the sole and exclusive property of the Buyer, and shall be subject to the confidentiality obligations set forth herein.
2. Use of Data. Balance may collect Buyer Data, and Buyer hereby grants Balance permission to collect Buyer Data in accordance with the terms hereof. 

2. Intellectual Property Rights

1. Retention of Rights. All rights not expressly granted to You under these Terms are reserved by Balance and its licensors. We and our licensors reserve all rights, title and interest to the Services and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Balance’s intellectual property rights. Nothing in the Terms constitutes a waiver of Balance’s Intellectual Property Rights under any law.
2. Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services. 

2. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY. BALANCE PROVIDES THE SERVICES AND DOCUMENTATION TO BUYER ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND BALANCE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. BALANCE FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BALANCE’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE VALUE OF TRANSACTIONS ACTUALLY PAID FOR BY BUYER HEREUNDER IN THE MONTH PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BALANCE BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT BALANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Term and Termination

1. Term. These Terms commence on the date you first accept them and will remain in effect for as long as you use the Services, or until these Terms are terminated.
2. Termination. You may stop using the Services at any time a. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. 
3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.

2. Governing Law and Jurisdiction

These Terms are governed by the laws of the state of Israel excluding rules as to choice and conflicts of law and the courts in the state of Israel will have jurisdiction; however, Balance or its Affiliate may bring suit for payment in the country where You are located. You and Balance agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. 

10. General

1. Changes to Terms. Balance may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Balance website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms. 
2. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
3. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
4. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Balance. 
5. Entire Agreement. These Terms contain the entire agreement between Balance and You relating to your use of the Services and supersedes any and all prior agreements between Balance and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Balance in these Terms. 
6. Assignment. You may not assign your rights or delegate your obligations under these Terms without Balance’s prior written consent. Any purported assignment contrary to this section will be null and void. Balance may assign its obligations hereunder among the various Balance entities within the Balance Inc. group, by a change to the definition of Balance hereunder which change will become effective upon posting on our website.
7. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.

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