Terms of service

Last updated: September 4, 2025

Entity: B2 Systems, Inc., a Delaware C-Corporation (“B2 Systems,” “Company,” “we,” “our,” or “us”).

Applicability: These Terms of Service (“Terms”) govern access to and use of the B2 Systems platform and related services (the “Platform”) by all registered users, including but not limited to brokers, funders, and enterprise partners (collectively, “Users,” “you”).

Translations of these Terms may be circulated for convenience. The English (US) version shall always govern and prevail.

1. Acceptance of Terms

1.1 Binding Agreement

By registering for, accessing, or using the Platform, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms.

1.2 Updates and Modifications

B2 Systems may amend these Terms at any time in its sole discretion. Such modifications shall become effective upon posting to the Company’s website or notifying you electronically. Continued use of the Platform constitutes acceptance of any amendments.

1.3 Eligibility

You represent and warrant that you are legally permitted to enter into binding agreements and that, if acting on behalf of a business entity, you have authority to bind such entity to these Terms.

2. Governing Law and Jurisdiction

2.1 Applicable Law

These Terms are governed by and construed under the laws of the State of Delaware, United States of America, without regard to conflicts of law provisions.

2.2 Jurisdiction

Unless otherwise mandated by law, any legal actions, suits, or proceedings shall be brought exclusively in the courts located in the State of Delaware. You consent to the jurisdiction and venue of such courts.

3. Subscriptions and Access

3.1 Subscription Requirement

Access to the Platform requires a valid, active subscription. The fees, payment intervals, and entitlements associated with subscriptions are described in the Company’s then-current published schedule.

3.2 Changes to Pricing and Features

B2 Systems reserves the right to adjust subscription fees, commission structures, and Platform features at any time. Adjustments shall be effective immediately upon publication.

3.3 Trial Access

The Company may provide limited trial access, which shall automatically transition into a paid subscription unless canceled prior to expiration.

3.4 Non-Payment

Failure to pay any due fees may result in:

a. Immediate suspension or termination of access;
b. Withholding of payouts or commissions otherwise owed; and
c. Reassignment of deals, submissions, or clients to other Users.

4. Payments and Processors

4.1 Authorization

By subscribing, you authorize B2 Systems to initiate charges and credits to your designated bank account or payment method for all applicable fees, commissions, adjustments, and clawbacks.

4.2 Third-Party Processors

Payments are facilitated through third-party providers (such as Stripe or banking institutions). By using the Platform, you agree to their terms and acknowledge that B2 Systems is not responsible for errors, disputes, or service interruptions attributable to such processors.

4.3 Disputes and Chargebacks

a. Billing errors must be reported in writing within ten (10) business days.
b. Filing unfounded chargebacks or reversals constitutes breach of these Terms and may result in suspension or termination.
c. The Company may suspend payouts or access while disputes are under review.

4.4 Account Blocking

B2 Systems may suspend or permanently block your account, without liability, at its sole discretion if fraud, non-payment, abuse, regulatory issues, or any breach of these Terms is suspected or confirmed.

5. Commissions and Payouts

5.1 Role of B2 Systems

The Company acts as paymaster for commissions generated through deals facilitated on the Platform, subject to applicable deductions and conditions.

5.2 Payout Schedule

Commissions are disbursed according to the Company’s then-current payout schedule, as published.

5.3 Adjustments and Deductions

Commissions may be subject to facilitation fees, subscription-related deductions, or other adjustments as reflected in the Company’s published terms at the time of payout.

5.4 Clawbacks

If a funder requires repayment due to merchant default or other qualifying circumstances, the Company may claw back related commissions. Clawbacks may be offset against future payouts or directly debited.

5.5 Withholding

The Company may withhold payouts if:

a. Subscription fees or other obligations remain unpaid;
b. Required compliance documentation is missing; or
c. A fraud or dispute investigation is pending.

6. Client and Deal Rights

6.1 Exclusivity

Deals submitted through the Platform may be subject to limited exclusivity, the scope and duration of which is defined by the Company’s policies at the time of submission.

6.2 Duplicate Submissions

If multiple Users submit the same client, exclusivity shall be resolved in accordance with the Company’s then-current rules.

6.3 No Guarantee of Outcome

B2 Systems does not guarantee funding, approvals, or deal closures. The Company facilitates matching and processing but is not a party to final negotiations or agreements.

7. Taxes and Compliance

7.1 User Responsibility

You are solely responsible for all tax obligations arising from your use of the Platform, including reporting and payment of income, commissions, or fees.

7.2 Forms and Documentation

The Company may require completion of IRS forms (such as W-9 or 1099) or foreign equivalents. Payouts may be withheld until such documentation is received.

7.3 No Liability

B2 Systems shall not be liable for penalties, interest, or other consequences of your failure to comply with tax obligations.

8. Confidentiality and Data

8.1 Confidential Information

Users shall not disclose proprietary or confidential information relating to the Platform, its algorithms, or its operations, except as required by law.

8.2 Client Data

Client submissions, bank statements, and other sensitive data are confidential. Users must not misuse, resell, or share such data without lawful authorization.

8.3 Feedback

You grant B2 Systems a perpetual, royalty-free license to use feedback, testimonials, or suggestions for product improvement and promotional purposes.

9. Platform Availability and Updates

9.1 Right to Modify

The Company may update, suspend, or discontinue any part of the Platform at its discretion, without notice.

9.2 Downtime

While efforts are made to ensure availability, the Company makes no guarantee of uninterrupted access. Downtime, whether scheduled or unscheduled, shall not give rise to liability.

10. Liability and Disclaimer

10.1 As-Is Basis

The Platform is provided “AS IS” without warranties of any kind, whether express or implied.

10.2 No Guarantees

The Company does not warrant outcomes of deals, accuracy of data parsing, or uninterrupted service.

10.3 Limitation of Liability

To the fullest extent permitted by law, B2 Systems shall not be liable for any indirect, incidental, special, or consequential damages.

11. Indemnification

11.1 User Obligations

You agree to indemnify and hold harmless B2 Systems, its officers, employees, and affiliates from any claims, losses, or damages arising from:

a. Your use or misuse of the Platform;
b. Breach of these Terms;
c. Non-compliance with applicable law or tax obligations;
d. Disputes between Users, clients, or funders.

12. Dispute Resolution

12.1 Initial Resolution

Parties shall first attempt to resolve disputes in good faith through informal discussions.

12.2 Arbitration or Mediation

Unresolved disputes shall be submitted to binding mediation or arbitration in Delaware, unless otherwise required by law.

13. Force Majeure

13.1 Exemption from Liability

The Company shall not be liable for any failure or delay caused by events beyond its reasonable control, including but not limited to natural disasters, cyberattacks, labor disputes, pandemics, or governmental actions.

14. Termination and Suspension

14.1 Termination by Company

The Company may suspend or terminate your account immediately, with or without notice, if you breach these Terms, engage in fraud, fail to pay, or otherwise act in a manner detrimental to the Platform.

14.2 Termination by User

You may terminate your account by providing written notice. No refunds shall be provided for partial subscription periods.

14.3 Effect of Termination

Upon termination, your access to the Platform shall cease immediately, but any accrued rights and obligations shall survive.

15. Miscellaneous

15.1 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements.

15.2 Assignment

Users may not assign rights or obligations under these Terms without prior written consent of the Company.

15.3 Severability

If any provision is held invalid, the remaining provisions shall remain enforceable.

15.4 Waiver

Failure by the Company to enforce any right or provision shall not constitute a waiver of future enforcement.