Balance the Load Ltd (also referred to here as “Balance the Load,” “we,” “us,” “the website,” and “the app”) provides these terms and conditions (Balance the Load Terms of Service) to its customers (also referred to here as “users”, “you”, and “website visitors”) with the understanding that use of its services constitutes agreement to these terms.
Both Balance the Load’s website and its Offload application fall under the terms stated in this agreement, as well as any add-on software or services provided by Balance the Load or third-party providers.
Registering and using Balance the Load
Balance the Load provides its application through the URL https://app.balancetheload.co. By visiting the website, a customer can download the app, view billing information, and manage subscription features. A Balance the Load member will serve under a self-assigned function, which may include administrators, approvers, and users, along with other roles as to be defined by the administrator.
Balance the Load Terms of Service
SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Service. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, the Company will provide Customer with reasonable technical support services in accordance with the Company’s standard practice.
TERM AND TERMINATION
2.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term, as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least 30 days prior to the end of the then-current term.
2.2 Customer is solely responsible for the proper cancellation of Customer’s subscription. Customer may provide notice of cancellation at any time by emailing email@example.com or through the app interface.
2.3 The Company may terminate this Agreement at any time in the event Customer materially breaches this Agreement and does not cure such breach within 30 days of the Company providing Customer with written notice (including notice by email). However, in the case of Customer’s nonpayment (including in the event when Customer’s credit card cannot be charged), the Company may suspend Customer’s access to the Services upon any such nonpayment and may terminate this Agreement if such breach is not remedied within 30 days of notice by the Company to Customer. Notwithstanding the foregoing, the Company may immediately suspend or terminate Customer’s access to the Services without liability if Customer is in violation of Sections 4.1, 4.5 or 14 of this Agreement, as determined by the Company in its sole discretion. The Company may, also downgrade, suspend or terminate Customer’s access to the Services without liability, after providing Customer with 30 days’ advance written notice, if (a) Customer fails to affirmatively agree to material modifications of this Agreement pursuant to Section 3.1 below, or (b) Customer does not log in to or otherwise use the Services for a period of 180 days or more if Customer. For instances other than non-payment or violation of Section 4.1, in the event the Company cancels Customer’s subscription, or this Agreement is terminated by the Company or, the Company will refund to Customer any prepaid fees covering any period of the term remaining after the date of termination for all subscriptions. However, no refund will be granted for the then-current month. Notice via email by the Company to Customer will be sent to the email address set forth on the applicable Order Form.
2.4 In the event Customer’s subscription is terminated, other than in instances where it is terminated by the Company for Customer’s nonpayment or violation of Sections 4.1 or 14, Customer will continue to have the ability to download the data and content collected, used, processed, stored, uploaded, or generated as the result of the use of the Service by Customer or on Customer’s behalf, including without limitation text, pictures, graphics, sound, video, sent or received by Customer or on Customer’s behalf (“Data”) for 30 days after the effective date of expiration or termination. After such 30-day period or if Customer’s subscription is terminated due to Customer’s nonpayment or violation of Section 4.1, the Company shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, delete all of Customer’s Data contained in the Company’s systems or otherwise in its possession or under its control.
MODIFICATION OF SERVICE OR THIS AGREEMENT
3.1 The Service may be made available in paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. The Company reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to Customer or any third party.
3.2 The Company may modify, add, or remove portions of this Agreement at any time. In the event the Company determines it is necessary to make a material modification to this Agreement, Customer will be notified of such change and asked to affirmatively agree to such modified Agreement. Note, however, that Customer’s use of the Service after modifications to the Agreement become effective constitutes Customer’s binding acceptance of such changes. Customer may review the most current version of this Agreement at: balancetheload.co/terms
3.3 If Customer is dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, Customer agrees that Customer’s sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.
3.4 The Service may be made available in paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. The Company reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to Customer or any third party.
USAGE RIGHTS; RESTRICTIONS; SUPPORT
4.1 During the Term, the Company grants Customer a limited, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (“Software”) via a web browser or other device owned or controlled by Customer for Customer’s internal business use. Nothing in this Agreement obligates the Company to deliver or make available any copies of computer program or code from the Software to Customer, whether in object code or source code form. Customer agrees to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”).
4.2 Customer shall not, and shall not agree to, and shall not authorise, encourage or permit any third party to:
(i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by the Company;
(ii) use the Service for any fraudulent or inappropriate purpose;
(iii) attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
(iv) duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of the Company;
(v) use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or displayed in connection with the Service; or
(vi) rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
4.3 The Company shall: (a) provide Customer with basic support in connection with Customer’s use of the Service at no additional charge, (b) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (which the Company shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (ii) any unavailability caused by circumstances beyond the Company’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, and (c) provide the Service only in accordance with Applicable Law.
4.4 The Company shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of Customer’s Data. The Company shall not (a) disclose Customer’s Data except as compelled by Applicable Law or as Customer expressly authorizes in writing, or (b) access Customer’s Data except to provide the Service and prevent or address service or technical problems, or at Customer’s express request in connection with customer support matters. In the event the Company is compelled by Applicable Law to disclose Customer’s Data, the Company will provide Customer with notice thereof, (in advance, if possible) if permitted by Applicable Law.
4.5 Customer is solely responsible for its Data, and all uses of Customer’s Data that occur through Customer’s account.
4.6 If Customer integrates with the Company using the Company’s API, Customer must use efficient programming, which will not cause too many requests to be made in too short a period of time, as-determined solely by the Company. If this occurs, the Company reserves the right to throttle Customer’s API connections or suspend or terminate Customer’s account.
4.8 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
PAYMENT OF FEES
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5.2 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the number of subscriptions set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon 30 days prior notice to Customer (which may be sent by email). If no such notice of cancellation is provided pursuant to this Section 5.1, Customer’s subscription to the Service renews automatically for the same term as the Initial Service Term. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
5.3 The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company 30 days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which the Company may be required to collect from Customer and remit to appropriate taxing authorities, Customer alone is responsible for payment of all such taxes or duties.
INTELLECTUAL PROPERTY RIGHTS
6.1 As between the parties, the Company owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights, and (b) transactional and performance data related to Customer’s use of the Service. The Company may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimisation and product marketing) provided that such use does not reveal Customer’s identity, any of Customer’s confidential information or any personally identifiable information that belongs to Customer or Customer’s employees.
6.2 Customer retains all right, title and ownership interest in and to Customer’s Data. The Company has no right, title or interest in any personally identifiable information contained in or related to Customer’s Data.
6.3 Customer has no obligation to give the Company any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service. To the extent Customer provides any Feedback to the Company, the Company may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if Customer provides Feedback, Customer agrees that the Company shall own all such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorised entities may freely use, reproduce, license, distribute, and otherwise commercialise the Feedback in the Service or other related technologies, and Customer hereby assigns, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.
6.4 From time to time, the Company may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”), in each case pursuant to a statement of work executed by Customer and the Company. The Company shall own and retain all right, title and interest in and to such Deliverables and hereby grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license for Customer to use such Deliverables for Customer’s internal use during the Term. The Company may reuse any Deliverables, provided that such use does not reveal Customer’s identity or confidential information.
7.1 Unless otherwise agreed to by Customer and the Company, during the Term, the Company may disclose Customer’s name as a customer of the Company and subscriber of the Service, and Customer hereby grants the Company the right to display Customer’s name, Company, and logo in the Company’s marketing materials and on the Company’s public website, in each case in accordance with any branding guidelines Customer may provide to the Company.
8.1 Certain features of the Company’s website may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as “User Content”). User Content includes any comments or reviews Customer provides to the Company about the Service, but excludes all Data.
8.2 Customer hereby grants to the Company an irrevocable, perpetual, nonexclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content Customer posts on or through the Service for any purpose and in all forms and all media, whether now known or that become known in the future, and Customer waives any and all claims that Customer may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in Customer’s User Content. If Customer posts User Content, Customer represents and warrants to the Company that Customer owns or controls all rights in and to such User Content and has the right to grant the rights above to the Company.
9.1 External Breach: In the event of a security breach, as defined by Applicable Law, by anyone other than Customer’s employees, contractors or agents, upon discovery of such breach, the Company will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) notify Customer of the security breach, its nature and scope, the remedial actions the Company will undertake, and the timeline within which the Company expects to remedy the breach
9.2 Internal Breach: In the event of a security breach, as defined by Applicable Law, by Customer’s employee, contractor or agent, Customer shall have sole responsibility for initiating remedial actions and shall notify the Company immediately of the breach and steps Customer will take to remedy the breach.
10.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Service. The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Service or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party or (v) is required to be disclosed by law.
WARRANTY AND LIMITATION OF LIABILITY
11.1 The Company represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the technical requirements documents that are generally provided by the Company in connection with the Service; and (b) any professional services performed for Customer by the Company will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. THE COMPANY DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
11.3 EXCEPT FOR (A) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (B) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (D) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (I) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (II) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY THE COMPANY FROM CUSTOMER PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
12.1 Customer agrees to indemnify, defend and hold harmless the Company, and its affiliates, officers, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with Customer’s use of the Software and/or Service in violation of this Agreement.
12.2 The Company agrees to indemnify, defend and hold harmless Customer, and Customer’s affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or connected with an allegation that Customer’s use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall the Company have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by the Company, and (b) any User Content, information or Data provided by Customer, Customer’s end users, or other third parties.
12.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defence of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnified party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Section 12, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.
13.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the United Kingdom, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the United Kingdom. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Compliance with Laws; Disclaimers
14.1 Each Party shall comply with all Applicable Law in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is Customer’s sole responsibility to monitor Customer’s employees’ use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall the Company be responsible or liable for Customer’s failure to comply with Applicable Law in connection with Customer’s use of the Service.
14.2 The Company does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Law in the jurisdictions in which Customer uses the Service, and any statements made by the Company to Customer shall not constitute legal advice.
14.3 Customer acknowledges that the Company exercises no control over Customer’s specific practices implemented using the Service. Customer further agrees and acknowledges that the Company does not have a direct relationship with Customer’s employees and that Customer is responsible for all contact, questions, Data updates and collection, with its employees. In addition, Customer is responsible for the privacy (including adopting and posting Customer’s own privacy policies governing Customer’s treatment of Customer’s employees’ Data), collection, use, retention and processing of Customer’s employees’ Data, and providing any and all notices and information to Customer’s employees regarding the foregoing, in compliance with all Applicable Laws. The Company hereby disclaims all liability arising from Customer’s decisions and from harmful data or code uploaded to the Service by Customer and/or Customer’s employees, contractors or agents.
14.4 Customer agrees that Customer will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Service or Software, or any technical information about the Service or Software, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained.
14.5 Customer represents and warrants that (a) Customer is not located in a country that is subject to a UK Government embargo, or that has been designated by the UK Government as a “terrorist supporting” country; and (b) Customer is not listed on any UK Government list of prohibited or restricted parties.
15.1 Entire Agreement. This Agreement encompasses the entire agreement between Customer and the Company with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by Customer will modify, supersede, add to or in any way vary the terms of this Agreement.
15.2 Modification. This Agreement may only be altered, amended or modified by a written or electronic instrument executed by both parties.
15.3 No Waiver. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
15.4 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions.
15.5 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.
15.6 Assignment. Customer may not assign or otherwise transfer any of Customer’s rights or obligations under this Agreement without the Company’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.
15.7 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. The Company shall not be liable for an errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
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