Terms of Use

The www.balanceinnovations.com web site and any derivative or affiliated web site on which these Terms of Use are posted linked are owned and operated by Balance Innovations, LLC, a Kansas limited liability company (“Balance Innovations”).  Balance Innovations has adopted these Terms of Use (“Terms of Use”) to make you aware of the terms and conditions of your use of the www.balanceinnovations.com web site, any derivative web sites on which these Terms of Use are posted and any Content (defined below) or other products or services that are offered or provided via the aforementioned web sites (collectively, the “Web Site”).  In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you,” “your” or “User” shall include such entity or person in addition to you, you represent and warrant that you are in fact an authorized representative of such entity or other person and have the authority to bind such entity or other person to these Terms of Use, and your acceptance of these Terms of Use shall constitute acceptance on behalf of such entity or person.  Additionally, please note that your use of certain features or Content on the Web Site may be subject to other written agreements between Balance Innovations and you and/or the entity you represent.  The terms of such other agreements (including, without limitation, master, end user and other license agreements) shall continue to govern your use and shall control to the extent they expressly conflict with these Terms of Use.

Balance Innovations reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page.  You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes.  The continued use of the Web Site following the posting of changes to these Terms of Use will constitute your acceptance of those changes going forward from the date of revision.  Amended dispute resolution provisions will not apply to any dispute of which the parties had actual notice as of the date of the change.

BY USING OR OTHERWISE ACCESSING THE WEB SITE, OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION FROM THE WEB SITE, ACCESSING SERVICES VIA THE WEB SITE OR MANIFESTING YOUR ASSENT TO THESE TERMS OF USE IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE.  IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR OTHERWISE ACCESS THE WEB SITE, DOWNLOAD CONTENT OR ANY OTHER INFORMATION FROM THE WEB SITE OR ACCESS ANY SERVICES VIA THE WEB SITE.

General Terms of Use and Restrictions on Use

Balance Innovations hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Web Site solely for your noncommercial, personal use or the internal business needs of the entity of which you are an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms of Use.  Balance Innovations reserves all rights not otherwise expressly granted by these Terms of Use.  If you do not comply with the Terms of Use at any time, Balance Innovations reserves the right to revoke the aforementioned license(s), limit your access to the Web Site or restrict your ability to download Content or access services.  You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Web Site.  You may not obscure or remove any proprietary rights notices contained in or on the Content.  You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Web Site or any part thereof.

Balance Innovations may discontinue or alter any aspect of the Web Site, remove Content from the Web Site, restrict the time the Web Site is available or restrict the amount of use permitted at Balance Innovations’ sole discretion and without prior notice or liability.  You agree that Balance Innovations may, under certain circumstances and with or without cause, immediately suspend and/or terminate your access to the Web Site or any part thereof.  Cause for such measures shall include, without limitation: (a) breaches or violations by you of these Terms of Use or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Web Site; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) engagement by you in fraudulent or illegal activities.  Balance Innovations may take such measures in its sole discretion and without liability to you or any third party.


Balance Innovations Intellectual Property

Unless otherwise specifically noted in these Terms of Use, images, trademarks, service marks, logos and icons displayed on the Web Site, including, without limitation, Balance Innovations®, VB®, VeriCash®, VeriBalance®, and any other Balance Innovations logos, are the property of Balance Innovations and/or its licensors and may not be used without Balance Innovations’ prior written consent.  Trademarks owned by third parties are the property of those respective third parties and may not be used without their permission.  The Web Site is the copyrighted property of Balance Innovations, and it may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use.  Any unauthorized use of any Content, whether owned by Balance Innovations or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes.  You may not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the intellectual property found in the Web Site or any part thereof or grant any other person or entity the right or access to do so.

Content

You acknowledge that the Web Site may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by Balance Innovations or third parties (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed.

Feedback

Balance Innovations welcomes your comments, feedback, information, or materials regarding the Web Site, Content or Balance Innovations’ products or services (collectively, “Feedback”).  If you submit Feedback to Balance Innovations, please note that your Feedback shall become the property of Balance Innovations.  By submitting your Feedback to Balance Innovations, you agree to assign, and hereby irrevocably assign to Balance Innovations, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis.  Balance Innovations shall be free to use your Feedback on an unrestricted basis.  You hereby assign and/or waive, as the case may be, any moral rights that you may have in or to the Feedback.

Privacy

Balance Innovations may collect, store and use data collected from you via the Web Site in accordance with its Privacy Policy, located at www.balanceinnovations.com/company/privacy-policy.  The terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.

Links

The Web Site may provide, or third parties may provide, links to other web sites or resources on the Internet.  Because Balance Innovations has no control over such web sites or resources, you acknowledge and agree that Balance Innovations is not responsible for the availability of such external web sites or resources, and Balance Innovations does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such web sites or resources or for any privacy or other practices of the third parties operating those web sites or resources.  You further acknowledge and agree that Balance Innovations shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such Content, goods or services available on or through any such web site or resource.  Balance Innovations strongly encourages you to review any separate terms of use and privacy policies governing use of these third party web sites and resources.

User Representations

You hereby represent and warrant to Balance Innovations that: (a) you (i) have reached the age of majority in the jurisdiction where you reside (generally 18, 19 or 21 years of age depending on the jurisdiction), (ii) are an emancipated minor under the laws of your jurisdiction of domicile and/or residence, (iii) possess legal parental or guardian consent, or (iv) otherwise have the power and authority to enter into and perform your obligations under these Terms of Use; (b) all information provided by you to Balance Innovations is truthful, accurate and complete; (c) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of the Web Site, Content or any part thereof; (d) your access to and use of the Web Site or any part thereof and/or services provided through it will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (e) you will not use the Web Site in order to gain competitive intelligence about Balance Innovations, the Web Site or any product or service offered by Balance Innovations via the Web Site or to otherwise compete with Balance Innovations or its affiliates; and (g) if you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, that you are in fact an authorized representative of such entity or other person and have the authority to bind such entity or other person to these Terms of Use.

Prohibited Uses

You agree not to engage in unacceptable use of the Web Site or any part thereof or any Content that you may download via the Web Site, which includes, without limitation: (a) use of the Web Site to post, store or disseminate material or information that is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable; (b) use of the Web Site to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Web Site to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Web Site, to Content, to restricted portions of the Web Site or any other computer network or equipment; (d) use of the Web Site to post, store or disseminate viruses, Trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (e) use of the Web Site to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Web Site (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Web Site); (g) use of the Web Site to gain competitive intelligence about Balance Innovations, the Web Site or any product or service offered by Balance Innovations via the Web Site or to otherwise compete with Balance Innovations or its affiliates; (h) framing or otherwise simulating the appearance or functions of the Web Site or any portion thereof; (i) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users; or (j) use of the Web Site to engage in any activity that, as determined by Balance Innovations, may violate these Terms of Use, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use.

Disclaimer

Balance Innovations uses reasonable efforts to maintain the Web Site, but Balance Innovations is not responsible for any defects or failures associated with the Web Site, any part thereof, any Content posted using the Web Site, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.  The Web Site may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which Balance Innovations may undertake from time to time, or (c) causes beyond the control of Balance Innovations or which are not foreseeable by Balance Innovations.

Balance Innovations reserves the right to remove any and all material that it feels is actually or potentially inappropriate, offensive, illegal or harmful in any respect or which may otherwise violate these Terms of Use.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEB SITE, ANY CONTENT AND ANY SERVICES PROVIDED VIA THE WEB SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, BALANCE INNOVATIONS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.

WITHOUT LIMITATION, BALANCE INNOVATIONS MAKES NO WARRANTY THAT THE WEB SITE, ANY CONTENT OR SERVICES PROVIDED VIA THE WEB SITE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE WEB SITE WILL MEET YOUR EXPECTATIONS.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE WEB SITE OR ANY PRODUCT OR SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

Release and Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BALANCE INNOVATIONS AND ITS PARENT, SUBSIDIARY AND RELATED COMPANIES AND THEIR PERSONNEL, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE FOR, AND YOU HEREBY RELEASE THE FOREGOING PARTIES FROM, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEB SITE, ANY CONTENT OR SERVICES ACCESSED VIA THE WEB SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEB SITE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE WEB SITE, ANY CONTENT OR THE ACQUSITION OR USE OF BALANCE INNOVATIONS’ SERVICES VIA THE WEB SITE.  IF YOU HAVE SUFFERED ANY OF THE ABOVE DESCRIBED DAMAGES OR LOSSES OR IF YOU ARE OTHERWISE DISSATISFIED WITH THE WEB SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEB SITE AND TERMINATE THESE TERMS OF USE IN ACCORDANCE WITH THEIR TERMS.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF BALANCE INNOVATIONS AND ITS PARENT, SUBSIDIARY AND RELATED COMPANIES AND THAT OF THEIR PERSONNEL, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS, TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEB SITE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold harmless Balance Innovations, its parent, subsidiary and affiliated companies and their officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including, but not limited to, attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Web Site or any part thereof, (b) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under these Terms of Use, (c) infringement or misappropriation of any intellectual property or other rights of Balance Innovations or third parties by you, (d) any negligence or willful misconduct by you, (e) any other claim related to your performance under these Terms of Use, or (f) your use of any Content, services or products provided by Balance Innovations.

Term and Termination

These Terms of Use are effective upon your unequivocal acceptance as set forth herein and shall continue in full force until terminated.  You agree that Balance Innovations, in its sole discretion, may terminate your use of the Web Site or any part thereof at any time without notice, in the event you violate these Terms of Use or in the event your account has been inactive for an extended period of time, in Balance Innovations’ discretion.  You agree that Balance Innovations may immediately suspend your access to the Web Site or any part thereof without notice in order to conduct an investigation in the event it believes you have violated these Terms of Use or if it determines that you are a repeat infringer of another’s intellectual property or other rights.  Balance Innovations may also, in its sole discretion and at any time, discontinue providing the Web Site, any part thereof, any Content or services advertised on the Web Site, with or without notice.  In addition to any other method of termination or suspension provided for herein, Balance Innovations reserves the right to terminate these Terms of Use at any time and for any reason.  Further, you agree that Balance Innovations shall not be liable to you or any third-party for any termination or suspension of your access to the Web Site or any part thereof, removal of Content or discontinuance of any services.  You may terminate these Terms of Use at any time by immediately discontinuing all access to the Web Site and by providing notice to Balance Innovations of such discontinuance.  Termination or cancellation of these Terms of Use shall not affect any right or relief to which Balance Innovations may be entitled at law or in equity.  Upon termination of these Terms of Use, you shall terminate all use of the Web Site and any Content or services provided thereon.

Governing Law and Other Miscellaneous Terms

The validity and effect of these Terms of Use shall be governed by, construed and enforced in accordance with the laws of the state of Kansas, without regard to its conflicts or choice of laws principles.  ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEB SITE, ITS USE, THESE TERMS OF USE, PROVISION OF ANY SERVICES, OR ANY POLICY OR PROCEDURE OF BALANCE INNOVATIONS, MUST BE BROUGHT EXCLUSIVELY IN A COURT LOCATED IN OR EXERCISING JURISDICTION OVER JOHNSON COUNTY, KANSAS, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING.  YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.  The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms of Use.

The parties agree that breach of the provisions of these Terms of Use would cause irreparable harm and significant injury to Balance Innovations, which would be both difficult to ascertain and which would not be compensable by damages alone.  As such, the parties agree that Balance Innovations has the right to enforce the provisions of these Terms of Use by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies Balance Innovations may have for your breach of these Terms of Use.  If any action at law or in equity is necessary to enforce these Terms of Use, the prevailing party will be entitled to recover reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.  The captions and headings of these Terms of Use are included for ease of reference only and will be disregarded in interpreting and construing these Terms of Use.

If the performance of any part of these Terms of Use by either party (other than payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor dispute, act of God, telecommunications failure or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause.

These Terms of Use, and any additional terms referenced or incorporated herein, constitute the complete and exclusive statement of the agreement between the parties with respect to the Web Site, Content and services offered via the Web Site, and, unless otherwise expressly provided herein, they supersede any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Web Site, Content and services offered via the Web Site.  If any provision of these Terms of Use is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision.  As so reformed or modified, the court shall fully enforce these Terms of Use.  The provisions of these Terms of Use that by their content are intended to survive the expiration or termination of these Terms of Use, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation, will survive the expiration or termination of these Terms of Use for their full statutory period.

Balance Innovations makes no representation that the Web Site, Content or other material or information on the Web Site is appropriate to or available in locations outside of the United States.  You may not use the Web Site or export Content in violation of United States export laws, regulations or restrictions.  If you access the Web Site from outside of the United States, you are responsible for compliance with all applicable laws.

Copyright and Copyright Notices

Balance Innovations respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied on the Web Site in a way that constitutes copyright infringement, please provide Balance Innovations’ Legal Department the following information:

  • an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Web Site sufficient to allow us to locate the allegedly infringing material;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please contact Balance Innovations’ Legal Department of copyright infringement at: info@balanceinnovations.com.  Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the Digital Millennium Copyright Act notice.