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 modify, revise, update, replace, or discontinue these Terms, the Platform, subscription plans, pricing structures, usage limitations, billing practices, features, functionality, policies, or Service offerings at any time in its sole discretion.
Unless otherwise stated by the Company, such changes become effective upon posting to the Platform, the Company’s website, billing portal, or through other electronic communications made available by the Company.
The Company may, but is not obligated to, provide additional notice of material changes through email, in-platform notifications, account notices, checkout flows, or other electronic means.
Continued access to or use of the Platform following the effective date of any changes constitutes the User’s acknowledgment and acceptance of the revised Terms and any related policies or modifications referenced therein.
If the User does not agree to the revised Terms, the User must discontinue use of the Platform prior to the effective date of the updated Terms.
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.
1.4 Electronic Consent and Communications
By using the Platform, creating an account, clicking acceptance buttons, submitting forms, electronically signing documents, or otherwise interacting electronically with the Company, you consent to receive electronic communications, notices, disclosures, invoices, billing information, and agreements from the Company.
You agree that electronic records, electronic signatures, click-through agreements, and electronic acknowledgements satisfy any legal requirement that such communications or agreements be in writing.
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, included usage allowances, overage charges, processing limits, and entitlements associated with subscriptions are described in the Company’s then-current published pricing or billing schedule.
Certain Services may be billed based on usage, processing volume, parsed documents, submissions, storage, integrations, API activity, or other measurable platform activity as determined by the Company. The Company’s usage calculations, platform records, and billing metrics shall control absent manifest error.
Subscriptions automatically renew for successive billing periods unless canceled prior to the applicable renewal date in accordance with the cancellation procedures made available through the Platform, billing portal, or otherwise provided by the Company. By subscribing, you authorize the Company and its third-party payment processors to charge the applicable recurring subscription fees, usage-based fees, overages, taxes, and other charges to your designated payment method.
3.2 Changes to Pricing and Features
B2 Systems reserves the right to modify subscription pricing, usage rates, processing fees, commission structures, Platform functionality, feature availability, usage limitations, or Service offerings at any time in its sole discretion.
Changes applicable to existing paid subscriptions shall become effective at the start of the next applicable billing cycle following notice to the User, unless otherwise permitted by applicable law. Continued use of the Platform following the effective date of any changes constitutes acceptance of such changes.
3.3 Trial Access
The Company may, in its sole discretion, provide access to the Services on a trial, promotional, evaluation, beta, limited-use, or other introductory basis (“Trial Access”). Trial Access may be subject to limitations, including but not limited to time restrictions, usage thresholds, feature restrictions, processing limits, submission limits, account verification requirements, or other conditions established by the Company from time to time.
The specific terms applicable to any Trial Access, including applicable subscription pricing, billing structure, processing limits, usage thresholds, automatic conversion terms, and cancellation requirements, will be disclosed at the time of enrollment, onboarding, checkout, or account activation.
Unless otherwise expressly stated at the time of enrollment, Trial Access requires a valid payment method and will automatically convert into a paid subscription upon the earlier of: (i) expiration of the applicable trial period, or (ii) exhaustion of any applicable usage, processing, feature, or operational limits associated with the Trial Access. By enrolling in Trial Access, the User authorizes the Company to charge the applicable subscription and usage-based fees to the User’s designated payment method unless canceled prior to such conversion.
The Company reserves the right to modify, limit, suspend, revoke, terminate, or refuse Trial Access at any time, with or without notice, including in cases of suspected abuse, excessive usage, circumvention attempts, fraudulent activity, duplicate accounts, payment disputes, chargebacks, or violations of these Terms.
Any usage, submissions, processed files, generated data, integrations, or activity occurring during Trial Access may count toward applicable billing calculations, usage limits, operational thresholds, or subscription eligibility determinations under the Services.
3.4 Non-Payment
Failure to pay any fees, charges, invoices, subscriptions, overages, usage-based fees, or other amounts due under these Terms may result in, without limitation:
a. Immediate suspension, restriction, or termination of access to the Services; b. Suspension of deal processing, submissions, integrations, workflows, or related platform functionality; c. Restriction or suspension of payout-related, billing-related, or commission-related platform functionality; d. Reassignment, redistribution, or removal of deals, submissions, clients, or related opportunities; and/or e. Referral of outstanding balances to collections or enforcement of any other remedies available under applicable law or equity.
Except where prohibited by applicable law, all fees, subscriptions, usage charges, processing fees, and overages are non-refundable once incurred or charged, including following automatic conversion from Trial Access to a paid subscription.
The Company reserves the right to charge interest, late fees, recovery costs, chargeback fees, collection expenses, arbitration costs, and reasonable legal fees to the maximum extent permitted by applicable law.
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 disputes or alleged errors must be submitted in writing within ten (10) business days of the applicable charge. b. Initiating chargebacks, payment reversals, or disputes without first making a good-faith effort to resolve the matter with the Company may constitute a material breach of these Terms. c. The Company may suspend or terminate access to the Platform while disputes or chargebacks are pending review. d. Users remain responsible for all undisputed charges, accrued usage fees, overages, processing activity, recovery costs, chargeback fees, collection expenses, and associated losses incurred by the Company arising from payment disputes or reversals. e. The Company reserves the right to submit these Terms, billing records, usage logs, access records, IP logs, processing activity, account activity, and user acknowledgements as evidence in connection with any payment dispute, chargeback, arbitration, or legal proceeding.
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 Payments Between Users
5.1 Independent Commission Arrangements
The Platform facilitates introductions and deal submissions between brokers and funders (collectively, “Users”). All commission agreements, fee arrangements, payment terms, and related obligations are strictly between the applicable broker and funder.
The Company is not a party to, and does not control, any commission agreement or compensation structure between Users.
5.2 No Payment Processing or Paymaster Role
The Company does not collect, hold, distribute, or guarantee commission payments between Users. The Company does not act as a paymaster, escrow agent, trustee, or intermediary for commission payments.
Users are solely responsible for invoicing, reconciliation, payment processing, and enforcement of any commission or compensation arrangements.
5.3 Disputes Between Users
Any dispute relating to commissions, chargebacks, clawbacks, merchant defaults, or payment timing is strictly between the relevant Users. The Company has no obligation to mediate, enforce, or resolve such disputes.
The Company may, at its sole discretion, suspend access to the Platform if a dispute materially impacts platform integrity, compliance, or operational stability.
5.4 Limitation of Liability
The Company makes no representations or guarantees regarding:
- Whether a commission will be paid,
- The timing of payment,
- The enforceability of any commission agreement, or
- The financial performance of any merchant or deal.
Users assume all risk associated with commission arrangements entered into through or in connection with the Platform.
6. Client and Deal Rights
6.1 Submission Records and Platform Functionality
The Platform records the date and time of deal submissions and may display submission-related indicators for informational and operational purposes. Any such indicators are generated automatically by the Platform and do not constitute a legal determination of exclusivity, priority, or entitlement.
The Company does not grant, transfer, or guarantee exclusivity rights in any merchant, client, or deal unless expressly agreed to in a separate written agreement signed by the Company.
6.2 Duplicate Submissions
If multiple Users submit the same merchant or client, the Platform may reflect submission timing or related data. However, the Company does not determine commission entitlement, priority rights, or ownership of client relationships.
Any dispute regarding duplicate submissions, exclusivity, or compensation shall be resolved solely between the relevant Users.
6.3 No Guarantee of Outcome
B2 Systems does not guarantee funding approvals, underwriting decisions, deal closures, commission payments, or merchant performance. The Platform provides automation, matching tools, and submission infrastructure only.
The Company is not a party to negotiations, agreements, or compensation arrangements between Users.
7. Taxes and Compliance
7.1 User Responsibility
You are solely responsible for all tax obligations arising from your use of the Platform, including the reporting and payment of any income, commissions, fees, or other amounts received in connection with transactions facilitated through the Platform.
7.2 Tax Forms and Documentation
The Company does not collect, process, or issue tax forms (including IRS Forms W-9, 1099, or foreign equivalents) in connection with commission or payment arrangements between Users.
Funders or other Users may independently require tax documentation or compliance forms as part of their direct payment or commission arrangements. Any such requirements are solely between the applicable Users.
7.3 No Liability
B2 Systems shall not be liable for any penalties, interest, withholding obligations, reporting failures, or other consequences resulting from a User’s failure to comply with applicable tax laws or regulatory requirements.
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.
8.4 Account Security
Users are solely responsible for maintaining the confidentiality and security of their login credentials, API keys, authentication methods, devices, and account access.
Users are responsible for all activity occurring under their accounts, whether authorized by the User or not, unless otherwise required by applicable law.
Users must immediately notify the Company of any suspected unauthorized access, credential compromise, fraud, or security incident relating to their account.
8.5 Acceptable Use Restrictions
Users shall not:
a. Use the Platform for unlawful, fraudulent, deceptive, abusive, or unauthorized purposes; b. Attempt to bypass usage limits, subscription restrictions, security controls, or operational safeguards; c. Reverse engineer, scrape, copy, benchmark, monitor, or exploit the Platform or its underlying systems except as expressly authorized; d. Upload malicious code, malware, harmful content, or unauthorized data; e. Interfere with Platform stability, security, integrations, APIs, or infrastructure; or f. Use automated systems, bots, scripts, or mass-submission mechanisms in a manner that exceeds reasonable operational usage or negatively impacts the Platform.
The Company may investigate, suspend, restrict, or terminate accounts engaging in prohibited activity.
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.
9.3 Downtime
The Company does not guarantee indefinite retention, storage, recovery, or availability of any submissions, files, bank statements, records, communications, integrations, or other data uploaded to or processed through the Platform.
Users are solely responsible for maintaining independent backups of any information they consider important.
The Company shall not be liable for deletion, corruption, inaccessibility, failure to store, or loss of data.
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 and its officers, directors, employees, affiliates, licensors, vendors, and service providers shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost-profit damages arising out of or relating to the Platform or these Terms, even if advised of the possibility of such damages.
To the fullest extent permitted by law, the aggregate liability of B2 Systems arising out of or relating to the Platform or these Terms shall not exceed the greater of: (i) the total amounts actually paid by the User to the Company during the three (3) months preceding the event giving rise to the claim, or (ii) one hundred United States dollars (USD $100).
The limitations in this section apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise.
10.4 No Professional or Financial Advice
The Platform, including any automation, matching results, recommendations, analytics, parsing outputs, underwriting indicators, scoring mechanisms, estimated approvals, or related data, is provided for informational and operational purposes only and does not constitute financial, legal, accounting, tax, underwriting, lending, compliance, or professional advice.
Users are solely responsible for independently verifying all information, underwriting decisions, deal terms, compliance obligations, and business decisions made through or in connection with the Platform.
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
Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Platform that cannot be resolved informally shall be resolved exclusively through binding arbitration conducted in the State of Delaware, unless otherwise required by applicable law.
The parties waive any right to trial by jury or participation in class actions, class arbitrations, or representative proceedings to the fullest extent permitted 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 cancel your subscription or terminate your account through the Platform, billing portal, or by written notice to the Company, subject to any applicable billing commitments, outstanding balances, accrued usage charges, or other obligations incurred prior to termination.
Cancellation or termination does not relieve you of any payment obligations incurred prior to the effective cancellation date. Except where required by applicable law, no refunds or prorated credits shall be provided for partial billing periods, prepaid subscription terms, usage-based charges, processing activity, or automatic subscription renewals already charged.
14.3 Effect of Termination
Upon termination, suspension, or cancellation, your access to the Platform may cease immediately.
Termination shall not affect any accrued rights, payment obligations, liabilities, or remedies existing prior to the effective date of termination.
Sections relating to payments, subscriptions, usage charges, indemnification, confidentiality, intellectual property, limitations of liability, dispute resolution, arbitration, compliance obligations, and any other provisions which by their nature should survive termination shall survive termination of these Terms.
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.