Entity: B2 Systems, Inc., a Delaware corporation ("B2 Systems," "Company," "we," "our," or "us").
Applicability: These Terms of Service ("Terms") govern access to and use of the B2 Systems platform, websites, dashboards, APIs, communications, and related services (collectively, the "Platform") by brokers, funders, sole proprietors, enterprise customers, their personnel, and other authorized business users (collectively, "Customer," "User," or "you").
The Platform is offered for business and commercial use. It is not offered for personal, family, or household use. Translations may be provided for convenience, but the English (United States) version controls.
1. Agreement and Acceptance
1.1 Binding Terms
By creating an account, clicking an acceptance control, electronically signing an Agreement, adding a payment method, accessing the Platform, or allowing personnel to use the Platform, you acknowledge that you have read, understood, and agreed to these Terms.
If you act for an organization, you represent and warrant that you have authority to bind that organization. The organization is responsible for your acts and omissions and those of every person using its account.
1.2 Related Agreements and Order of Precedence
An accepted Trial Agreement, Standard Agreement, Custom Agreement, commercial schedule, amendment, or other written agreement issued or accepted through the Platform is an "Agreement."
If documents conflict, the following order controls unless a later signed document expressly states otherwise:
- Custom Special Terms expressly identified in the applicable Agreement;
- The commercial schedule and plan snapshot in the applicable Agreement;
- The body of the applicable Agreement;
- These Terms; and
- Documentation and operational policies.
The Privacy Policy and any applicable data processing addendum govern personal-information processing within their respective scope.
1.3 Replacement Agreements
Each newly accepted Agreement replaces prior agreements governing the same subscription and relationship, together with the version of these Terms incorporated into that new Agreement. Replacement does not waive or release accrued fees, payment obligations, breaches, liabilities, claims, indemnities, collection rights, audit evidence, or provisions that survived under a prior agreement.
1.4 Updates to These Terms
B2 Systems may publish updated Terms for future transactions, renewals, and Agreements. A material revision applicable to an existing paid relationship requires affirmative acceptance through the Platform or another legally valid method before it replaces the previously accepted version, unless applicable law permits a different process.
Until a replacement is accepted, the previously accepted Agreement and Terms continue. B2 Systems may allow a pending proposal to expire, decline to renew the existing subscription, or restrict a new or materially changed feature that requires updated terms.
B2 Systems may make nonmaterial, administrative, formatting, contact, or clarification changes by posting an updated version, provided the changes do not materially reduce Customer rights or expand Customer payment obligations during an existing commitment.
1.5 Electronic Records and Communications
You consent to receive agreements, disclosures, invoices, notices, billing information, and other communications electronically. Electronic signatures, click-through acceptances, timestamps, audit logs, and electronic records have the same effect as paper records and handwritten signatures to the fullest extent permitted by law.
You are responsible for keeping account and notice information current and for retaining copies of records made available to you.
2. Eligibility and Accounts
2.1 Business Use
You represent and warrant that:
a. You are at least eighteen years old and legally capable of contracting; b. You use the Platform solely for business or commercial purposes; c. All registration and billing information is accurate and complete; d. Your use is lawful in every jurisdiction applicable to you; and e. You are not prohibited from using the Platform by law, sanction, court order, or contractual restriction.
The Platform is designed primarily for businesses operating in the United States and Canada. B2 Systems does not represent that the Platform is appropriate or legally available elsewhere and may refuse or restrict unsupported jurisdictions.
2.2 Organization Responsibility
The Customer controls its organization account, users, roles, permissions, integrations, settings, funder selections, submission thresholds, connected mailboxes, API credentials, and payment methods. Customer is responsible for all activity under its organization account, including activity by employees, contractors, agents, administrators, and anyone obtaining access through Customer credentials or systems.
2.3 Account Security
Customer must protect credentials, API keys, tokens, devices, and authentication methods; use reasonable access controls; promptly remove unauthorized users; and notify B2 Systems immediately of suspected compromise or unauthorized activity.
B2 Systems may rely on instructions and activity authenticated through Customer's account. B2 Systems is not liable for unauthorized activity resulting from Customer's failure to secure its account, except to the extent liability cannot lawfully be excluded.
3. Platform License and Restrictions
3.1 Limited License
Subject to timely payment and continuing compliance, B2 Systems grants Customer a limited, revocable, nonexclusive, nontransferable, nonsublicensable right during the applicable term to access and use the purchased Platform features for Customer's internal business operations.
No rights are granted by implication. B2 Systems reserves every right not expressly granted.
3.2 Restrictions
Customer must not, and must not permit another person to:
a. Copy, modify, translate, reverse engineer, decompile, disassemble, discover source code, or create derivative works from the Platform; b. Resell, sublicense, rent, lease, timeshare, distribute, frame, or provide the Platform as a service bureau; c. Scrape, benchmark, probe, crawl, monitor, or extract Platform data or functionality except through expressly authorized APIs; d. Bypass billing, credits, rate limits, authentication, retention, security, or other safeguards; e. Upload malware, unlawful content, or data Customer lacks authority to process; f. Interfere with the Platform, other customers, networks, or providers; g. Use outputs to develop or train a competing product or service; h. Misrepresent Platform outputs as verified facts or decisions of B2 Systems; or i. Use the Platform for unlawful, fraudulent, deceptive, discriminatory, abusive, or unauthorized activity.
3.3 Monitoring and Enforcement
B2 Systems may investigate suspected misuse, preserve relevant evidence, restrict functionality, suspend accounts, remove content, and cooperate with customers, providers, regulators, law enforcement, or courts where B2 Systems reasonably considers it necessary to protect the Platform, enforce agreements, or comply with law.
4. Plans, Entitlements, and Usage
4.1 Commercial Schedule Controls
The applicable Agreement identifies the plan, products, prices, billing frequency, commitment, credits, recharge rules, data-retention period, API capabilities, Badge entitlement, activity-history entitlement, add-ons, discounts, taxes, dates, and other commercial terms purchased by Customer.
Only an entitlement expressly included in the accepted commercial schedule is purchased. Product names, demonstrations, roadmaps, beta access, documentation, marketing materials, or prior availability do not create additional entitlements.
4.2 Usage Measurement
B2 Systems may meter document processing, analyses, matching runs, submissions, captured replies, API activity, storage, and other usage. B2 Systems' platform records control absent manifest error. Customer must report a claimed usage error promptly and provide sufficient information for investigation.
4.3 Subscription Credits
Subscription credits are service units, not currency or stored value. They have no cash value, are nontransferable, and may be used only for the applicable product and organization.
Unless the commercial schedule expressly states otherwise, subscription credits expire at the end of the applicable billing cycle, do not roll over, and are not refundable or redeemable.
4.4 Recharge Credits
Purchased recharge credits are governed by the validity period and product identified in the applicable commercial schedule or checkout confirmation. Recharge credits are nonrefundable, nontransferable, and expire at the end of their stated validity period, even if unused.
4.5 Product and Plan Changes
A material change to an existing paid plan requires Customer's affirmative acceptance of a replacement Agreement. Until acceptance, the existing plan and Agreement continue, subject to their term, nonrenewal, suspension, and termination provisions.
B2 Systems may modify technical methods, interfaces, workflows, providers, infrastructure, and implementation details without a replacement Agreement, provided the accepted commercial entitlement is not materially reduced during its committed term.
4.6 Paid Custom-Plan Pilot Opt-Out
A paid Custom plan includes a pilot opt-out right only when its accepted commercial schedule expressly states the duration and exact terms. This paid opt-out is distinct from a free trial. The applicable Custom Agreement governs its deadline, cancellation method, immediate loss of access and credits, accrued payment obligations, effect on the remaining commitment, and automatic-recharge treatment.
Failure to use the Platform, suspension, a failed payment, or a request made after the deadline does not extend or revive the opt-out. A later or replacement plan has no opt-out right unless its accepted schedule expressly grants one.
5. Trials
5.1 Trial Eligibility
Trial access is discretionary, nontransferable, and limited to the organization, individuals, accounts, devices, and payment methods B2 Systems determines are eligible. B2 Systems may deny or terminate a trial for prior trial use, duplicate accounts, reused payment methods, suspected circumvention, fraud, abuse, chargebacks, or other risk.
Another trial may not be started using a payment method previously associated with a trial, unless B2 Systems expressly authorizes it in writing.
5.2 Trial Terms and Conversion
The Trial Agreement and commercial schedule disclose the trial duration or usage limit, included products and credits, the paid plan that follows, the price, billing frequency, commitment, conversion event, and cancellation deadline.
Unless canceled before conversion, the trial automatically converts to the disclosed paid plan upon the conversion event stated in the Trial Agreement. Customer authorizes B2 Systems and its payment processor to charge the payment method on file at conversion and thereafter under the paid plan.
5.3 Trial Cancellation
Canceling a trial before conversion immediately ends trial access, expires remaining trial credits, cancels the associated future subscription, and removes access to paid products unless another active Agreement applies. Trial credits and trial access have no cash or refund value.
6. Fees, Billing, and Taxes
6.1 Payment Authorization
Customer authorizes B2 Systems and its payment processors to charge or debit every amount due under the Agreement, including recurring fees, usage, recharges, overages, taxes, adjustments, failed-payment fees, chargeback fees, and other authorized amounts, using any payment method Customer provides.
Customer must maintain a valid payment method and accurate billing information throughout the relationship. Updating or removing a payment method does not affect amounts already due or the commitment.
6.2 Billing Timing
Recurring fees are billed in advance unless the commercial schedule states otherwise. Usage, overages, adjustments, and pass-through charges may be billed in arrears. A billing frequency is an invoice cadence and does not shorten the contractual commitment.
6.3 Taxes
Fees exclude sales, use, excise, value-added, withholding, and similar taxes. Customer is responsible for all taxes associated with its purchases, excluding taxes based on B2 Systems' net income. If Customer must withhold an amount, Customer will gross up the payment so B2 Systems receives the full amount due, except where prohibited by law.
6.4 No Refunds
Except where these Terms expressly provide a sole remedy or applicable law requires otherwise, all fees, prepaid amounts, credits, recharges, usage, overages, and other charges are earned when charged or incurred and are noncancelable and nonrefundable. No refund, credit, proration, or setoff is provided for unused services, unused credits, partial periods, suspension, Customer cancellation, account deletion, or Customer's failure to use the Platform.
6.5 Billing Questions
Customer must notify support@b2systems.io in writing of a claimed billing error within ten business days after the charge or invoice, or within any longer non-waivable period required by law. Customer must pay all undisputed amounts when due. An investigation does not suspend other payment obligations.
7. Failed Payments, Chargebacks, and Collections
7.1 Immediate Payment Restriction
An amount becomes delinquent when payment is due and fails, is declined, is returned, is reversed, is disputed, or is not received. B2 Systems may immediately suspend processing, submissions, APIs, integrations, add-ons, access, and other functionality without canceling the subscription or commitment.
The suspension applies even while a processor is retrying payment. Customer remains responsible for all recurring and committed amounts accruing during suspension.
7.2 Recovery Attempts
B2 Systems or its processor may retry a failed payment during a recovery period of up to approximately three days. Timing may vary by payment method, banking day, processor availability, and network rules. A retry policy does not extend the payment due date, create a grace period, or require B2 Systems to attempt a particular number of retries.
Access may be restored only after B2 Systems confirms that all required amounts, including applicable recovery and pass-through fees, have been paid in cleared funds.
7.3 Thirty-Day Delinquency and Acceleration
The thirty-day delinquency period begins on the original payment-failure date and runs independently of retries or suspension. If the default remains uncured for thirty days, B2 Systems may, without automatically canceling the subscription:
a. Declare the unpaid remainder of the current commitment immediately due; b. Stop retrying the payment method; c. Refer the account to a collection agency or legal counsel; d. Recover interest at the lesser of one and one-half percent per month or the maximum lawful rate; and e. Recover processor fees, returned-payment fees, chargeback fees, collection costs, court costs, and reasonable attorneys' fees to the extent permitted by law.
B2 Systems' delay in accelerating or collecting does not waive its rights.
7.4 Chargebacks and Reversals
Customer must make a good-faith effort to resolve a billing concern with B2 Systems before initiating a chargeback or payment reversal, except where law provides a non-waivable right otherwise.
A chargeback, reversal, rejected debit, or payment dispute does not cancel the Agreement, terminate the commitment, extinguish the debt, or waive B2 Systems' remedies. B2 Systems may provide the Agreement, incorporated Terms, signing certificate, payment authorization, invoices, communications, access logs, usage records, IP logs, and other evidence to processors, financial institutions, networks, regulators, courts, or collection parties.
8. Term, Renewal, and Nonrenewal
8.1 Commitment
The initial and renewal commitment periods are stated in the Agreement. A Standard plan has a one-month initial commitment and successive one-month renewal commitments. A Custom plan has a commitment of at least twelve months and may have a twenty-four- or thirty-six-month commitment as stated in the accepted commercial schedule. A paid commitment is noncancelable during its term and renews for the renewal period stated in the Agreement.
8.2 Nonrenewal
For a Standard plan, Customer may prevent the next monthly renewal at any time before that renewal is processed. For a Custom plan, either party may prevent renewal by providing at least thirty days' written notice before the end of the current commitment. Customer notice must be sent through an authorized Platform workflow or to support@b2systems.io from an authorized account contact.
Nonrenewal takes effect only at the end of the current commitment. Customer remains responsible for all fees and other obligations through that date.
8.3 Early Customer Cancellation
A request to cancel, close, delete, stop using, or disable an account before the commitment ends does not terminate the commitment or reduce Customer's payment obligations. B2 Systems may treat the request as notice of nonrenewal unless B2 Systems expressly agrees otherwise in writing.
8.4 B2 Systems Nonrenewal
B2 Systems may decline to renew any plan or relationship by providing at least thirty days' notice. B2 Systems is not required to offer a replacement plan or continue expired pricing, discounts, products, or special terms.
9. Suspension and Termination
9.1 Immediate Suspension
B2 Systems may immediately suspend or restrict access, with or without advance notice, when it reasonably suspects nonpayment, fraud, illegality, sanctions risk, security risk, unauthorized data, misuse, material platform harm, credential compromise, chargebacks, or breach.
Suspension is protective and does not constitute cancellation, waiver, or breach by B2 Systems. Fees and commitments continue unless B2 Systems states otherwise in writing.
9.2 Termination for Cause
B2 Systems may terminate immediately for fraud, illegal activity, deliberate abuse, security threats, unauthorized data use, repeated breach, insolvency, payment default lasting thirty days, or a breach that cannot reasonably be cured.
For another material breach B2 Systems considers curable, B2 Systems may provide ten days to cure. B2 Systems determines whether the cure is sufficient, acting reasonably. Customer may terminate for B2 Systems' uncured material breach only after giving detailed written notice and ten days to cure.
9.3 B2 Systems Termination or Discontinuation for Convenience
B2 Systems may terminate the relationship or discontinue an entire purchased product for convenience on thirty days' notice. If B2 Systems does so without Customer breach, Customer's exclusive remedy is a prorated credit or refund of prepaid recurring fees allocable to the period after the effective termination date for the terminated service.
That exclusive remedy does not include credits, recharges, usage fees, implementation expenses, migration costs, lost profits, replacement-service costs, or other damages.
9.4 Effect of Termination
Upon expiration or termination, all licenses and access rights end. Customer must stop using the Platform and must export needed data before access ends. B2 Systems has no obligation to provide transition services, data migration, technical assistance, or extended access unless expressly purchased in Custom Special Terms.
Termination does not affect accrued amounts, acceleration rights, claims, indemnities, confidentiality, intellectual property, retention rights, evidence, or provisions intended to survive.
10. Customer Data, Authority, and Compliance
10.1 Customer Data
"Customer Data" means information, documents, communications, credentials, instructions, and other content submitted, connected, transmitted, or made available by or for Customer, including merchant and applicant information, bank statements, financial records, ownership information, submissions, email content, attachments, notes, and API data.
As between the parties, Customer retains its rights in Customer Data. Customer grants B2 Systems and its providers a worldwide, nonexclusive right during the applicable processing and retention periods to host, copy, transmit, transform, analyze, display, disclose, and otherwise process Customer Data as necessary to operate, secure, support, improve, and enforce the Platform and to follow Customer's authorized instructions.
10.2 Customer Representations
Customer represents, warrants, and covenants that:
a. Customer has provided all required notices and obtained every consent, authorization, instruction, and legal basis necessary for Customer Data and the requested processing; b. Customer may lawfully obtain, upload, analyze, retain, and disclose Customer Data to B2 Systems, funders, brokers, providers, and other selected recipients; c. Customer Data and instructions are accurate to the extent required for Customer's use and do not infringe rights or violate law; d. Customer will not upload data prohibited by law or unnecessary for the service; e. Customer is solely responsible for lending, brokering, funding, underwriting, disclosure, consent, licensing, adverse-action, anti-discrimination, communications, recordkeeping, privacy, security, and other regulatory obligations applicable to its business; and f. Customer will independently review Platform outputs before making or communicating decisions.
10.3 Merchant and Third-Party Data
B2 Systems does not independently verify that Customer has authority over merchant, applicant, employee, funder, broker, mailbox, or third-party information. Customer is solely responsible for disputes or claims arising from Customer's collection, use, disclosure, decisions, or instructions.
10.4 Connected Accounts and Mailboxes
When Customer connects a mailbox, integration, payment method, CRM, API, or other account, Customer authorizes B2 Systems and its providers to access and process information within the permissions granted. Customer is responsible for the connected account, its users, applicable notices and consents, and compliance with third-party terms.
11. Privacy, Security, and Service Providers
11.1 Privacy Documents
B2 Systems processes personal information as described in the Privacy Policy and, where applicable, a separately executed data processing addendum. Customer acknowledges that privacy and data-protection laws may impose obligations directly on Customer that these Terms do not satisfy for Customer.
11.2 Service Providers
Customer generally authorizes B2 Systems to engage and replace hosting, infrastructure, database, communications, document-processing, payment, analytics, security, support, and other service providers necessary to operate the Platform.
B2 Systems is not required to publicly identify providers. B2 Systems will maintain appropriate internal provider records and may disclose provider identity confidentially when required by law, a regulator, an applicable data processing addendum, or an approved enterprise security review.
11.3 Security
B2 Systems uses administrative, technical, and organizational safeguards designed to protect information. No service, transmission, storage system, or security measure is completely secure. B2 Systems does not warrant that unauthorized access, loss, corruption, or security incidents will never occur.
Customer is responsible for evaluating whether the Platform and its configuration satisfy Customer's legal, contractual, security, and risk requirements.
12. Data Retention
12.1 Operational Customer Data
The applicable Agreement states Customer's organization-level operational data-retention period. Unless the accepted commercial schedule states otherwise, the default period is thirty days for a Trial plan, thirty days for a Standard plan, and ninety days for a Custom plan. Operational Customer Data includes deal, merchant, applicant, document, processing, matching, submission, communication, and related output data maintained for ordinary Platform use.
12.2 Retention Start and Deal Lineage
Operational Customer Data associated with a deal is assigned an immutable retention start for the applicable organization. For the originating organization, retention begins when the original deal is created. For a recipient organization, retention begins when the deal is first provided to that organization.
Editing, uploading, replacing, reprocessing, rerunning, reopening, copying, duplicating, resubmitting, communicating about, or changing the status of a deal does not restart or extend its retention period. Associated files, outputs, messages, and later-added information inherit the same expiration.
Standalone operational data not associated with a deal receives the retention start applicable when it is first created, uploaded, received, or generated for the organization. Reprocessing or editing that data does not restart retention.
12.3 Plan Changes
An accepted plan upgrade may extend the retention deadline of Operational Customer Data that has not already been deleted. An accepted downgrade may cause existing data to expire immediately. No plan change restores deleted information.
12.4 Expiration and Deletion
When its retention period ends, Operational Customer Data is scheduled for deletion from customer-accessible and active operational systems without additional notice. Before or as part of deletion, B2 Systems may irreversibly de-identify information so it can no longer reasonably be linked to a Customer, person, or transaction; resulting de-identified information is not Operational Customer Data. Access and further modification may be blocked before or during cleanup. Deleted information cannot be recovered.
Customer is solely responsible for exporting and independently retaining any information it needs before expiration. Retention expiration does not entitle Customer to a refund, credit, damages, extended access, or recovery assistance.
12.5 Account and User Deletion
When an organization account is deleted or service access ends, B2 Systems may immediately revoke access and promptly begin deleting remaining Operational Customer Data, even if a plan-based retention deadline would have occurred later. Account deletion does not cancel or reduce payment obligations.
When an individual user is removed while the organization remains active, B2 Systems may delete or anonymize that user's profile information while preserving organization-owned content, security records, audit attribution, and other records reasonably necessary for the organization or B2 Systems.
12.6 Records B2 Systems May Retain
B2 Systems may retain executed agreements, signing certificates, acceptance evidence, billing and tax records, security and fraud records, communications relevant to disputes, usage evidence, collection records, legal notices, and other records needed to establish, exercise, or defend legal rights for at least seven years after the relationship ends, and longer while a dispute, collection, investigation, legal hold, or legal requirement continues.
B2 Systems may retain properly de-identified and aggregated statistics indefinitely, provided they cannot reasonably be linked to a Customer, person, or transaction.
12.7 Backups and Legal Holds
Residual encrypted copies may remain temporarily in protected backups until removed through B2 Systems' ordinary backup rotation. Backup copies are not available for ordinary Platform use. If a backup is restored, expired data will be subject to the retention process again.
B2 Systems may suspend deletion to comply with law, preserve evidence, respond to a valid privacy or access request, enforce an Agreement, investigate misuse, or maintain a legal hold.
13. Automated Processing and Product Limitations
13.1 General Limitations
Platform features may automatically extract, classify, calculate, summarize, match, rank, route, or transmit information. Results depend on Customer Data, third-party information, configured settings, communication systems, published criteria, and technical availability. Results may be incomplete, delayed, unavailable, incorrectly associated, or inaccurate.
Automated outputs are assistive and informational. They are not decisions, commitments, guarantees, or professional advice by B2 Systems. Customer must independently review and verify outputs and remains solely responsible for every decision, disclosure, submission, communication, and action.
13.2 InFlow
InFlow processes financial documents and related information. Extracted transactions, balances, categories, dates, calculations, and summaries may contain omissions or errors. Customer must compare results against source documents and correct or disregard inaccurate output before relying on it.
13.3 TrueSight
TrueSight provides matching, ranking, criteria, and estimated-odds information based on available data and then-current settings or criteria. It does not guarantee eligibility, legal compliance, approval, an offer, funding, pricing, rank, availability, or any outcome. A funder may apply different, unpublished, changed, or discretionary requirements.
13.4 Deal Auto-Submit
When Deal auto-submit is enabled, Customer authorizes B2 Systems to select and transmit eligible deals using Customer's configured settings, enabled funders, available Deal Data, matching results, rank limits, thresholds, delivery routes, and then-current criteria.
Customer is responsible for configuration, recipients, permissions, submitted information, and monitoring. A deal may be submitted to an unintended or unsuitable recipient, may not be submitted to an expected recipient, or may fail or be delayed. B2 Systems does not guarantee receipt, review, response, approval, or funding.
13.5 Funder Reply Capture
Funder reply capture can process only communications delivered through a configured mailbox or reply route and successfully correlated to a tracked conversation. A response sent to another address, sent as a new message, stripped of usable threading information, blocked, filtered, delayed, malformed, or otherwise unavailable may not be captured or associated.
Delivery status may indicate only that a recipient system accepted a message; it does not establish that a person received, opened, read, understood, or acted on it. Extracted offers, declines, requests, and terms may be incomplete or inaccurate and remain subject to Customer review before application.
13.6 APIs and Integrations
APIs and integrations may be changed, rate-limited, suspended, or unavailable. Customer is responsible for integration code, credentials, data mapping, retries, error handling, security, and third-party dependencies. B2 Systems is not liable for failures caused by Customer systems, connected services, provider changes, or unsupported use.
14. Brokers, Funders, Merchants, and Third Parties
14.1 Independent Parties
B2 Systems provides software and infrastructure. B2 Systems is not a lender, funder, broker, credit reporting agency, financial adviser, fiduciary, escrow agent, paymaster, collection agent for transactions between Users, or party to a merchant-financing transaction unless a separate signed agreement expressly states otherwise.
14.2 No Transaction or Commission Guarantee
B2 Systems does not determine or guarantee ownership, priority, exclusivity, commissions, payments, chargebacks, clawbacks, merchant performance, funding, or enforcement between Customers, brokers, funders, merchants, applicants, or other parties.
Submission timestamps, delivery indicators, matches, statuses, notes, and other records are operational information and are not legal determinations.
14.3 Customer Disputes
Disputes concerning a merchant, applicant, submission, offer, commission, funding arrangement, duplicate submission, relationship, or third-party payment are solely among the relevant parties. B2 Systems has no duty to mediate, investigate, pay, enforce, or resolve them and may restrict access if a dispute threatens the Platform or another party.
15. Intellectual Property and Feedback
15.1 B2 Systems Property
B2 Systems and its licensors own the Platform, software, workflows, interfaces, designs, documentation, technology, methods, improvements, configurations, analytics, and intellectual property, excluding Customer Data. No ownership transfers to Customer.
15.2 Feedback
If Customer provides feedback, ideas, suggestions, requests, testimonials, or proposed improvements, Customer grants B2 Systems a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and commercialize them without restriction, attribution, or compensation. B2 Systems is not required to use feedback or treat it as confidential.
15.3 De-Identified Information
B2 Systems may create and use de-identified and aggregated information for analytics, security, benchmarking, product development, business operations, and other lawful purposes. B2 Systems will not attempt to re-identify information treated as de-identified except to test and maintain de-identification or as permitted by law.
16. Confidentiality
16.1 Confidential Information
Confidential Information means nonpublic information disclosed by one party that reasonably should be understood as confidential, including Customer Data, pricing, security information, business plans, software, methods, and trade secrets. It excludes information lawfully known without restriction, independently developed, publicly available without breach, or rightfully received from another source.
16.2 Protection and Permitted Use
Each recipient will use reasonable care to protect the discloser's Confidential Information and use it only to perform, receive, secure, enforce, or evaluate the relationship. Disclosure is permitted to personnel and providers with a need to know and confidentiality obligations, and when legally required after notice where lawful.
Customer must protect B2 Systems trade secrets for so long as they remain trade secrets. Other confidentiality obligations continue for five years after disclosure or termination. Customer Data is handled under the applicable retention, Privacy Policy, and data processing terms.
17. Availability, Support, and Changes
17.1 No Service Level Agreement
Unless Custom Special Terms expressly provide otherwise, no uptime, availability, response-time, resolution-time, support-hour, implementation, onboarding, migration, integration, performance, or service-level commitment applies.
Support is provided through channels and at times B2 Systems makes available and may be changed or discontinued.
17.2 Maintenance and Changes
B2 Systems may maintain, update, replace, redesign, limit, suspend, or discontinue Platform components. Scheduled or emergency maintenance, provider failures, internet conditions, security events, and other circumstances may affect availability.
17.3 Beta and Preview Features
Beta, preview, pilot, experimental, or evaluation features may be incomplete, changed, suspended, or withdrawn at any time. They are provided without commitment, warranty, support, indemnity, or liability and may be subject to additional terms.
18. Disclaimers
18.1 As-Is and As-Available
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, OUTPUTS, DOCUMENTATION, SUPPORT, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND.
B2 SYSTEMS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY, AND RESULTS.
18.2 No Guarantee
B2 Systems does not warrant that the Platform will be uninterrupted, secure, error-free, compatible, compliant for Customer, or free from harmful components; that data will be stored or recovered; that defects will be corrected; or that outputs, matches, communications, submissions, or integrations will be accurate, complete, delivered, or successful.
18.3 No Professional Advice
The Platform does not provide legal, financial, accounting, tax, lending, underwriting, compliance, privacy, security, or other professional advice. Customer is responsible for obtaining appropriate professional advice and for every business and regulatory decision.
18.4 Third-Party Services
B2 Systems is not responsible for third-party sites, processors, funders, brokers, banks, communications networks, integrations, data, criteria, products, acts, omissions, terms, security, availability, or decisions. Customer's use of third-party services is at Customer's risk and subject to third-party terms.
19. Customer Indemnification
19.1 Indemnified Parties
Customer will defend, indemnify, and hold harmless B2 Systems and its affiliates, officers, directors, employees, contractors, licensors, providers, successors, and assigns from every claim, demand, investigation, proceeding, liability, loss, judgment, penalty, fine, damage, settlement, cost, and expense, including reasonable attorneys' fees, arising out of or related to:
a. Customer Data or Customer's lack of rights, notices, consents, or legal authority; b. Customer's use, misuse, configuration, instructions, decisions, submissions, communications, connected accounts, APIs, or integrations; c. A merchant, applicant, funder, broker, employee, regulator, or other third-party claim involving Customer; d. Customer's lending, brokering, funding, underwriting, marketing, privacy, security, tax, licensing, communications, or regulatory obligations; e. Customer's breach of an Agreement, these Terms, law, or third-party rights; f. Fraud, negligence, willful misconduct, or unauthorized activity by Customer or its users; or g. A commission, payment, chargeback, clawback, funding, or transaction dispute involving Customer.
19.2 Procedure
B2 Systems will provide reasonably prompt notice where failure to do so does not materially prejudice the defense. Customer may not settle a claim in a manner that admits fault by, imposes obligations on, restricts, or fails to fully release B2 Systems without B2 Systems' written consent.
B2 Systems may participate with counsel of its choice and may assume control of the defense at Customer's expense where B2 Systems reasonably determines its interests require separate control. Customer will cooperate and provide requested records and assistance.
19.3 No Default B2 Systems Indemnity
B2 Systems provides no indemnification obligation unless expressly stated in Custom Special Terms signed or accepted by B2 Systems.
20. Limitation of Liability
20.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, B2 SYSTEMS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR MULTIPLE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, SAVINGS, GOODWILL, OR REPUTATION; BUSINESS INTERRUPTION; COST OF REPLACEMENT SERVICES; OR LOSS, CORRUPTION, UNAVAILABILITY, OR RECOVERY OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.
20.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF B2 SYSTEMS AND ALL B2 SYSTEMS PARTIES ARISING OUT OF OR RELATING TO THE PLATFORM, AN AGREEMENT, THESE TERMS, OR THE RELATIONSHIP WILL NOT EXCEED THE GREATER OF:
a. Fees actually paid by Customer to B2 Systems for the affected service during the three months immediately preceding the first event giving rise to the claim; or b. One hundred United States dollars.
The cap applies collectively to all claims, events, theories, parties, and remedies and is not increased by multiple claims or Users.
20.3 Scope and Allocation of Risk
The exclusions and cap apply regardless of whether a claim is based in contract, tort, negligence, strict liability, statute, indemnity, restitution, or another theory; whether a remedy fails of its essential purpose; and whether B2 Systems knew damages were possible.
The parties agree that pricing and willingness to contract reflect this allocation of risk and that these limitations are material.
20.4 Customer Obligations Not Limited
No limitation applicable to B2 Systems limits Customer's fees, committed payments, acceleration, taxes, chargeback obligations, collection costs, indemnification, confidentiality, misuse, or liability for infringement, fraud, or violation of law.
20.5 Non-Waivable Liability
Nothing excludes liability that cannot lawfully be excluded. Where a limitation is unenforceable, liability is limited to the maximum extent permitted by applicable law.
21. Dispute Resolution
21.1 Informal Notice
Before filing a claim, Customer must send a detailed written notice to legal@b2systems.io describing the facts, legal basis, requested relief, and supporting records and allow thirty days for informal resolution. This requirement does not prevent B2 Systems from suspending access, collecting undisputed amounts, preserving evidence, or seeking urgent relief.
21.2 Delaware Law
The Agreement, these Terms, and every related dispute are governed by Delaware law, without regard to conflict-of-law rules, except to the extent non-waivable law requires otherwise.
21.3 Exclusive Courts
Except for the permitted actions below, the parties irrevocably submit to the exclusive personal jurisdiction and venue of the state courts located in Delaware and the United States District Court for the District of Delaware.
B2 Systems may seek injunctive or equitable relief, enforce a judgment, protect intellectual property or confidential information, or pursue undisputed collections in any court of competent jurisdiction.
21.4 Jury and Class Waivers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES TRIAL BY JURY. CLAIMS MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION.
If a class or representative waiver is unenforceable for a particular claim, that claim remains subject to the exclusive court provision and may proceed only to the extent required by law.
21.5 Time to Bring Claims
To the fullest extent permitted by law, Customer must bring any claim arising from the Platform or relationship within one year after the event giving rise to it, or the claim is permanently barred. This limitation does not shorten B2 Systems' time to collect amounts due, enforce indemnities, protect intellectual property, or pursue claims for fraud or unlawful activity.
22. Force Majeure
B2 Systems is not liable for delay, failure, loss, or interruption caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, epidemic, war, terrorism, civil unrest, labor disputes, government action, sanctions, utility or internet failure, cyberattack, provider outage, banking or payment-network failure, communications failure, or shortage of infrastructure or personnel.
Force majeure does not excuse Customer's obligation to pay amounts incurred or committed before or during the event.
23. Notices
23.1 Notices to Customer
B2 Systems may provide notices through the Platform, dashboard, account email, billing contact, or other electronic channel associated with Customer. Notice is effective when sent, posted, or made available, unless the applicable Agreement or law requires otherwise.
23.2 Notices to B2 Systems
Routine account, billing, cancellation, and nonrenewal requests must be sent to support@b2systems.io or through an authorized Platform workflow.
Legal notices must be sent to legal@b2systems.io. Privacy requests must be sent to privacy@b2systems.io. A notice is not effective merely because it is sent to another employee, account manager, or informal channel.
24. General Provisions
24.1 Assignment
Customer may not assign, delegate, transfer, or otherwise dispose of an Agreement, account, or rights without B2 Systems' prior written consent. Any prohibited attempt is void.
B2 Systems may assign or transfer an Agreement, these Terms, accounts receivable, or any rights or obligations to an affiliate, successor, financing source, purchaser, or other party in connection with a merger, reorganization, financing, sale, or business transaction without Customer consent.
24.2 Independent Contractors
The parties are independent contractors. Nothing creates a partnership, joint venture, franchise, fiduciary, agency, employment, exclusivity, or third-party-beneficiary relationship.
24.3 No Reliance
Customer acknowledges that it has not relied on statements, promises, forecasts, demonstrations, roadmaps, or representations not expressly included in the accepted Agreement. Purchase orders, vendor forms, onboarding materials, and Customer terms do not modify the Agreement, even if accepted or processed administratively.
24.4 Severability and Reformation
If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and modified only as necessary. The remainder continues in effect.
24.5 Waiver
A waiver must be in writing by an authorized B2 Systems representative. Delay, partial enforcement, acceptance of payment, or failure to exercise a right is not a waiver.
24.6 Cumulative Remedies
B2 Systems' rights and remedies are cumulative. Exercising one does not prevent another.
24.7 Headings and Interpretation
Headings are for convenience. "Including" means "including without limitation." The singular includes the plural. A provision will not be construed against a party because it drafted the provision.
24.8 Survival
Payment, acceleration, chargebacks, collections, Customer Data authority, retention, intellectual property, confidentiality, indemnification, liability limitations, disputes, evidence, notices, and provisions that by nature should survive will survive expiration or termination.
24.9 Entire Agreement
The accepted Agreement, incorporated Terms, applicable Custom Special Terms, and any expressly incorporated addenda constitute the entire agreement concerning the subscription and supersede prior or contemporaneous proposals, discussions, statements, and agreements concerning it, subject to Section 1.3's preservation of accrued rights and obligations.
24.10 Counterparts and No B2 Systems Countersignature Requirement
An Agreement may be accepted electronically and in counterparts. Unless Custom Special Terms expressly require a B2 Systems countersignature, Customer's authorized acceptance and B2 Systems' activation or continued provision of the Platform are sufficient to form the Agreement.