Terms of Service

Effective Date: April 18, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE BALANZIFY PLATFORM.

By creating an account, clicking "I Agree," or otherwise accessing or using the Services, you agree to be legally bound by these Terms. If you do not agree, do not access or use the Services.

These Terms constitute a legally binding agreement between you and Balanzify Inc.

1. DEFINITIONS

As used in these Terms, the following capitalized terms have the meanings set forth below:

  • "Agreement" means these Terms of Service, together with all incorporated policies, schedules, and addenda, as amended from time to time.
  • "Authorized User" means any employee, contractor, or agent of Customer who is authorized by Customer to access the Platform on Customer's behalf.
  • "Customer," "you," or "your" means the business entity that has accepted these Terms and is accessing or using the Services.
  • "Customer Data" means all data, information, and content submitted by Customer or Authorized Users to the Platform, including but not limited to payroll data, employee information, financial records, tax identification numbers, and bank account information.
  • "Documentation" means the technical and operational documentation, guides, and specifications made available by Balanzify at balanzify.com or within the Platform.
  • "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
  • "Moov" means Moov Financial, Inc., Balanzify's payment processing infrastructure partner.
  • "Order Form" means the subscription order or pricing agreement executed by Customer specifying the applicable Services, fees, and subscription term.
  • "Platform" means Balanzify's proprietary software-as-a-service platform, including all modules for payroll automation, accounting, expense management, human resources information management, and related tools, accessible at balanzify.com and through associated APIs.
  • "Plaid" means Plaid Inc., Balanzify's bank connectivity infrastructure partner.
  • "Services" means the software platform, automation tools, workflow facilitation, and related services provided by Balanzify as described herein and in the applicable Documentation.
  • "Tax Filing Provider" means Balanzify's designated third-party tax form filing and electronic submission infrastructure provider.

2. PLATFORM DESCRIPTION AND NATURE OF SERVICES

2.1 Software Platform

Balanzify is a software platform that provides accounting, payroll automation, expense management, and human resources information tools to businesses. Balanzify is not a bank, money transmitter, financial institution, certified public accounting firm, tax preparer, registered investment advisor, or employer of record. Balanzify does not provide legal, tax, accounting, or financial advice.

2.2 Automation and Facilitation

Balanzify automates business workflows, including payroll calculations, tax liability determinations, filing deadline notifications, and submission workflow triggers. These automated actions are performed based on Customer-configured settings, Customer-provided data, and Customer authorization within the Platform. Balanzify's role is to provide the software and automation layer that facilitates Customer's own business operations.

2.3 Customer Remains Responsible

The Customer remains solely responsible for the accuracy of all data entered into the Platform, all decisions made using Platform outputs, compliance with all applicable federal, state, and local laws, and the review and authorization of all transactions, filings, and submissions before they are executed. Balanzify provides tools to assist Customer in meeting these responsibilities — it does not assume them.

2.4 Third-Party Infrastructure

Certain Platform functions are delivered through third-party infrastructure providers. Payment processing and fund movement are provided by Moov Financial, Inc. Bank account connectivity and verification are provided by Plaid Inc. Tax form filing and submission workflows are processed through Balanzify's designated Tax Filing Provider. These providers operate under their own terms and Balanzify is not responsible for their availability, performance, or decisions.

2.5 No CPA or Tax Agency Relationship

Balanzify does not act as Customer's certified public accountant, tax agent, or authorized representative before any taxing authority. Balanzify prepares and pre-fills tax-related workflows based on Customer-provided data and automates submission flows through its designated Tax Filing Provider. The Customer reviews, approves, and authorizes all submissions. The Customer remains the responsible party for all tax filings, remittances, and compliance obligations. Nothing in this Agreement creates an agency, fiduciary, or professional services relationship between Balanzify and Customer with respect to tax or financial matters.


3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility

The Services are available only to business entities operating lawfully in the United States. By accessing the Services, you represent and warrant that: (i) you are a validly organized business entity in good standing under applicable law; (ii) you have full legal authority to enter into this Agreement on behalf of your organization; (iii) all information you provide is accurate, complete, and current; and (iv) your use of the Services will comply with all applicable laws and regulations.

3.2 Account Registration

To access the Services, Customer must complete the registration process, including business verification (KYB) as required by Balanzify's banking and payment partners. Customer must designate at least one administrator account. Customer is responsible for maintaining the accuracy of account information and updating it promptly when changes occur.

3.3 Authorized Users

Customer may grant Authorized Users access to the Platform. Customer is responsible for all actions taken by Authorized Users and for ensuring that Authorized Users comply with this Agreement. Customer shall promptly revoke access for any individual who is no longer authorized or employed by Customer.

3.4 Account Security

Customer is responsible for maintaining the confidentiality and security of all login credentials. Customer shall immediately notify Balanzify at security@balanzify.com upon becoming aware of any unauthorized access to or use of Customer's account. Balanzify shall not be liable for any loss or damage arising from Customer's failure to maintain the security of its credentials.

3.5 Identity Verification

Balanzify and its banking partners may require Customer and its principals to undergo identity verification (KYC) as a condition of accessing payment-related Services. Customer consents to the collection and processing of information necessary to complete such verification, including personal information of Customer's beneficial owners and authorized signatories.


4. PAYROLL AUTOMATION SERVICES

4.1 Payroll Calculation and Automation

Balanzify's payroll module automates the calculation of gross pay, net pay, federal and state tax withholdings, deductions, and employer payroll tax liabilities based on data provided by Customer. All calculations are based on Customer-configured settings, tax tables maintained within the Platform, and data entered by Customer or its Authorized Users. Customer is responsible for verifying the accuracy of all inputs and reviewing all calculated outputs before authorizing payroll.

4.2 Customer Authorization Required

No payroll run shall be initiated without Customer's affirmative authorization through the Platform. Customer's authorization of a payroll run constitutes Customer's representation that: (i) all payroll data is accurate and complete; (ii) all applicable employment laws have been complied with; (iii) sufficient funds are available in the designated bank account; and (iv) Customer has reviewed and approved the calculated amounts.

4.3 Direct Deposit

Employee direct deposit payments are initiated by Balanzify through Moov Financial, Inc. following Customer's authorization of a payroll run. ACH transactions are subject to standard banking processing times, NACHA Operating Rules, and the policies of the receiving financial institution. Balanzify is not responsible for delays caused by banking system processing times, federal holidays, incorrect employee banking information provided by Customer, or insufficient funds in Customer's account.

4.4 Payroll Errors

If Balanzify's software produces an incorrect calculation due to a Platform error, Balanzify will work with Customer to identify and correct the error in the next payroll cycle at no additional charge. If an error results from Customer-provided incorrect data, Customer-configured settings, or Customer's failure to review and approve accurate information, Customer bears sole responsibility for any resulting errors, penalties, or correction costs. Balanzify's liability for payroll calculation errors is limited as set forth in Section 14.

4.5 Supported Jurisdictions

Full-service payroll tax calculation and compliance workflow automation is available for employers in supported jurisdictions as disclosed in the Platform Documentation and updated from time to time. Balanzify will notify Customers of any changes to supported jurisdictions. Customer is responsible for verifying that the Platform supports the jurisdictions in which their employees are located prior to use.


5. TAX COMPLIANCE WORKFLOW AUTOMATION

5.1 Nature of Tax Services

Balanzify's tax compliance features are software automation tools, not tax preparation services or tax advice. Balanzify automates compliance workflows by: (i) calculating estimated tax liabilities based on Customer-provided payroll data and applicable tax tables; (ii) pre-filling tax forms and schedules based on calculated data; (iii) determining applicable filing deadlines based on Customer's configured deposit schedule and jurisdiction; (iv) surfacing required filings and remittances within the Platform dashboard; and (v) triggering submission workflows through Balanzify's designated Tax Filing Provider upon Customer authorization.

5.2 Customer Authorization and Responsibility

All tax filings and remittances are executed only upon Customer's express review and authorization within the Platform. By authorizing a tax filing or remittance, Customer represents and warrants that: (i) Customer has reviewed all pre-filled information and confirmed its accuracy; (ii) Customer has verified that all underlying payroll data is correct; (iii) Customer understands it is the responsible taxpayer for all filings submitted; and (iv) Customer authorizes Balanzify to transmit the filing data to the designated Tax Filing Provider for submission to the applicable taxing authority.

5.3 Tax Filing Provider as Submission Infrastructure

Tax form submission and electronic filing are executed through Balanzify's designated Tax Filing Provider, an IRS-authorized e-file provider. The Tax Filing Provider operates as an independent third-party service provider. Balanzify transmits Customer-authorized filing data to the Tax Filing Provider for submission. The Tax Filing Provider's submission of such filings is subject to the Tax Filing Provider's own terms of service. Balanzify is not responsible for errors, delays, rejections, or failures caused by the Tax Filing Provider, the applicable taxing authority's systems, or connectivity issues between the Tax Filing Provider and such authorities.

5.4 Customer Remains Responsible Taxpayer

Notwithstanding any automation provided by the Platform, Customer remains the sole responsible party for: (i) the accuracy and completeness of all tax filings; (ii) the timely remittance of all payroll tax obligations; (iii) compliance with all applicable federal, state, and local tax laws, regulations, and deadlines; (iv) responding to tax authority inquiries, audits, or notices; and (v) any penalties, interest, or assessments arising from tax filings or payments. Balanzify's tax automation tools do not constitute tax advice, tax preparation services, or representation before any taxing authority.

5.5 Tax Table Accuracy

Balanzify maintains payroll tax tables and rates within the Platform based on publicly available regulatory information. While Balanzify makes reasonable efforts to maintain accurate and current tax tables, Balanzify does not warrant that tax tables are current, complete, or error-free. Customer is responsible for verifying that applicable tax rates and rules are correctly reflected in Customer's Platform configuration and for notifying Balanzify of any discrepancies.


6. PAYMENT PROCESSING AND FUND MOVEMENT

6.1 Payment Processing Partner

Payment processing, ACH origination, direct deposit, wallet services, real-time payments, and card acceptance for Balanzify are provided by Moov Financial, Inc. ("Moov"), a registered money services business. Balanzify is not a money transmitter and does not hold, transfer, or process funds directly. All fund movement is executed by Moov under Moov's licensing and regulatory framework.

6.2 Customer Agreement to Moov Terms

By using Balanzify's payment-related features, Customer agrees to be bound by Moov's Platform Agreement available at moov.io/legal/platform-agreement, as amended from time to time. Customer acknowledges that: (i) payment transactions are processed by Moov Financial, Inc. and are subject to Moov's terms; (ii) Moov Financial, Inc. is the payment processor responsible for fund movement; and (iii) Moov may impose additional requirements, limitations, or restrictions on payment transactions in accordance with its own compliance obligations.

6.3 ACH Authorization

By linking a bank account and authorizing a payroll run or other payment, Customer expressly authorizes Balanzify and Moov Financial, Inc. to initiate ACH debit and credit entries from and to Customer's designated bank account(s) in the amounts and at the times specified by Customer's authorized instructions. This authorization remains in effect until Customer revokes it in writing with sufficient notice to allow Balanzify and Moov to process the revocation before the next scheduled transaction.

6.4 Sufficient Funds

Customer is solely responsible for maintaining sufficient funds in its designated bank account to cover all authorized payroll disbursements, tax remittances, and applicable fees. Customer shall be liable for all costs, fees, and penalties arising from insufficient funds, returned ACH items, or failed transactions, including any returned item fees assessed by Moov Financial, Inc. or Customer's financial institution.

6.5 Transaction Monitoring and Compliance

Moov Financial, Inc. and Balanzify's banking partners may monitor transactions for compliance with applicable law, including anti-money laundering regulations and OFAC requirements. Transactions may be delayed, held, rejected, or reported to appropriate authorities if they are flagged for compliance review. Balanzify is not liable for any losses arising from transaction holds or rejections initiated by Moov or its banking partners in furtherance of compliance obligations.

6.6 Fund Custody Disclosure

Payroll funds in transit are held in accounts maintained by Moov Financial, Inc. and its sponsor banking partners. These funds are not deposits of Balanzify Inc. and are not FDIC-insured as obligations of Balanzify. Balanzify does not earn interest on funds in transit. Customer funds in Moov-maintained accounts may be subject to the protections available under applicable state money transmission laws.

6.7 Bank Account Verification

Bank account verification and connectivity services are provided by Plaid Inc. By linking a bank account through the Platform, Customer agrees to Plaid's End User Privacy Policy available at plaid.com/legal. Customer represents that it has the authority to link and authorize transactions from any bank account connected through the Platform.


7. ACCOUNTING AND FINANCIAL REPORTING TOOLS

7.1 Nature of Accounting Services

Balanzify's accounting module provides bookkeeping automation tools, including automated journal entry creation, general ledger management, financial report generation, and expense categorization. These tools automate routine accounting workflows based on Customer-configured settings and data entered into the Platform. Balanzify's accounting tools do not constitute the provision of accounting services, audit services, or financial statement preparation by a licensed accounting firm.

7.2 Customer Responsibility for Financial Records

Customer is solely responsible for the accuracy, completeness, and integrity of its financial records. Automated journal entries and reports generated by the Platform are based on Customer-provided data and Customer-configured mapping rules. Customer is responsible for reviewing all automated entries, reconciling its accounts, and maintaining accurate financial records in accordance with applicable accounting standards and legal requirements.

7.3 No Audit or Assurance Services

Balanzify does not provide audit, review, compilation, or any other assurance services with respect to Customer's financial statements. Financial reports generated by the Platform have not been audited, reviewed, or compiled by a certified public accountant. Customer should not represent Balanzify-generated reports as audited financial statements.


8. FEES, BILLING, AND PAYMENT

8.1 Subscription Fees

Customer agrees to pay Balanzify's then-current subscription fees as set forth in the applicable Order Form or pricing schedule published at balanzify.com. Subscription fees consist of a flat monthly base fee plus a per-employee fee based on the number of active employees during each billing period. An active employee is defined as any individual who receives at least one paycheck processed through the Platform during the applicable billing month.

8.2 Annual and Monthly Billing

Subscription fees are available on a monthly or annual basis. Annual subscriptions are billed upfront for the full twelve-month term at a discounted rate as specified in the applicable pricing schedule. Monthly subscriptions are billed in advance at the beginning of each calendar month. Customer's selection of monthly or annual billing is set forth in the applicable Order Form.

8.3 Transaction and Processing Fees

ACH transaction fees, wallet fees, card acceptance fees, and other payment processing fees charged by Moov Financial, Inc. in connection with Customer's use of the Platform's payment features are incorporated into Balanzify's subscription pricing and are not separately itemized to Customer under standard subscription plans. Balanzify reserves the right to separately disclose and charge for transaction fees in excess of standard usage thresholds with 30 days written notice.

8.4 Fee Adjustments

Balanzify reserves the right to adjust subscription fees upon 30 days written notice to Customer delivered via email to the address on file. Fee adjustments shall take effect at the beginning of Customer's next billing cycle following the notice period. Customer's continued use of the Services after the effective date of a fee adjustment constitutes acceptance of the new fees.

8.5 Late Payments

Subscription fees not paid within 15 days of the due date are subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Balanzify reserves the right to suspend access to the Services for accounts with outstanding balances more than 30 days past due, upon written notice to Customer.

8.6 Taxes on Services

All fees are exclusive of applicable sales, use, value-added, or similar taxes. Customer is responsible for all such taxes imposed on the Services, if any. Balanzify will add applicable taxes to invoices where required by law.

8.7 Refunds

Subscription fees are non-refundable except where required by applicable law. If Balanzify makes a billing error resulting in an overcharge, Balanzify will credit or refund the overcharge within 10 business days of Customer's written notice identifying the error. Unused portions of annual subscriptions are non-refundable upon termination except as required by law.


9. CUSTOMER DATA AND PRIVACY

9.1 Customer Ownership of Data

Customer retains all ownership rights in and to Customer Data. Balanzify acquires no ownership interest in Customer Data by virtue of this Agreement. Customer grants Balanzify a limited, non-exclusive license to use, process, store, and transmit Customer Data solely as necessary to provide the Services and as described in the Privacy Policy.

9.2 Data Processing

Balanzify processes Customer Data in accordance with its Privacy Policy available at balanzify.com/privacy. By using the Services, Customer consents to the collection, use, and processing of Customer Data as described in the Privacy Policy. Customer Data may be shared with Moov Financial, Inc., Plaid Inc., Balanzify's designated Tax Filing Provider, and other service providers solely as necessary to provide the Services.

9.3 Customer Data Accuracy

Customer is solely responsible for the accuracy, quality, and legality of Customer Data submitted to the Platform. Balanzify is not responsible for any errors, inaccuracies, or legal violations arising from Customer-provided data. Customer represents and warrants that it has obtained all necessary consents from employees and other individuals whose personal information is submitted to the Platform.

9.4 Security

Balanzify maintains an information security program designed to protect Customer Data against unauthorized access, disclosure, or use, as further described in Balanzify's Information Security Program. Balanzify will notify Customer within 72 hours of becoming aware of a security breach affecting Customer Data, to the extent required by applicable law.

9.5 Data Retention and Deletion

Upon termination of this Agreement, Customer has 90 days to export its data from the Platform. After the 90-day period, Balanzify may delete Customer Data, subject to any legal retention requirements. Balanzify retains certain data as required by applicable law, including financial records and transaction logs.

9.6 Employee Data

Customer represents and warrants that it has obtained all legally required consents from its employees to share employee personal information — including Social Security numbers, date of birth, compensation information, and bank account details — with Balanzify and its third-party service providers for the purpose of providing the Services. Customer shall maintain records of such consents and provide them to Balanzify upon request.


10. COMPLIANCE AND ACCEPTABLE USE

10.1 Customer Compliance Obligations

Customer is solely responsible for ensuring that its use of the Services complies with all applicable federal, state, and local laws and regulations, including without limitation:

  • Fair Labor Standards Act
  • Applicable state wage and hour laws
  • Employee Retirement Income Security Act (ERISA), where applicable
  • Internal Revenue Code and applicable Treasury Regulations
  • State payroll tax laws
  • Bank Secrecy Act and anti-money laundering regulations
  • Applicable data privacy laws including state consumer privacy statutes

10.2 Prohibited Uses

Customer shall not use the Services to:

  • Process payroll for individuals who are not legitimate employees or contractors of Customer's business
  • Make payments to individuals or entities on OFAC's Specially Designated Nationals list or other applicable sanctions lists
  • Circumvent applicable payroll, tax, employment, or financial laws or regulations
  • Engage in money laundering, fraud, or any illegal financial activity
  • Process payroll for businesses engaged in activities prohibited under Moov's or Balanzify's acceptable use policies
  • Submit false or misleading data to the Platform
  • Reverse-engineer, copy, or create competing services based on Balanzify's proprietary systems
  • Access the Platform through unauthorized means or attempt to circumvent security controls

10.3 Transaction Monitoring

Balanzify and its payment processing partners may monitor transactions for compliance with applicable law. Balanzify reserves the right to delay, hold, or reject transactions that appear to violate applicable law or this Agreement, or that are flagged by compliance monitoring systems. Balanzify will make reasonable efforts to notify Customer of any such action, except where prohibited by law.

10.4 Cooperation with Authorities

Balanzify may be required by law to disclose Customer information or transaction records to government authorities, regulatory bodies, or law enforcement. Balanzify will make reasonable efforts to notify Customer of such disclosures to the extent permitted by applicable law.


11. INTELLECTUAL PROPERTY

11.1 Balanzify Proprietary Rights

Balanzify retains all Intellectual Property Rights in and to the Platform, Services, Documentation, and all software, algorithms, tax calculation engines, user interfaces, and technology underlying the Services. Customer acquires no ownership interest in the Platform or Services by virtue of this Agreement. The license granted herein is the sole right granted to Customer with respect to the Platform.

11.2 License Grant

Subject to Customer's compliance with this Agreement and payment of applicable fees, Balanzify grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for Customer's internal business operations during the subscription term.

11.3 Restrictions

Customer shall not:

  • Copy, modify, or create derivative works of the Platform
  • Reverse engineer, disassemble, or decompile the Platform
  • Sell, resell, sublicense, or transfer access to the Platform to any third party
  • Use the Platform to build a competing product or service
  • Remove or alter any proprietary notices or labels on the Platform

11.4 Feedback

If Customer provides Balanzify with feedback, suggestions, or recommendations regarding the Platform, Balanzify may use such feedback without restriction and without obligation to Customer. Customer assigns to Balanzify all rights in any such feedback.


12. WARRANTIES AND DISCLAIMERS

12.1 Balanzify Warranties

Balanzify warrants that:

  • The Platform will perform materially in accordance with the Documentation under normal use
  • Balanzify will implement reasonable security measures to protect Customer Data as described in the Information Security Program

12.2 Customer Warranties

Customer warrants that:

  • It has the legal authority to enter into this Agreement
  • Its use of the Services will comply with all applicable laws
  • All Customer Data submitted to the Platform is accurate, complete, and legally obtained
  • It has obtained all necessary consents from employees and other individuals whose data is processed through the Platform

12.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. BALANZIFY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. BALANZIFY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. BALANZIFY DOES NOT WARRANT THE ACCURACY OF ANY TAX CALCULATIONS, FILING DETERMINATIONS, OR FINANCIAL DATA GENERATED BY THE PLATFORM.


13. LIMITATION OF LIABILITY

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BALANZIFY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF BALANZIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BALANZIFY'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO BALANZIFY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Specific Exclusions

Without limiting the foregoing, Balanzify is not liable for:

  • Losses arising from Customer-provided incorrect or incomplete data
  • Tax penalties, interest, or assessments arising from Customer's failure to review and approve accurate filings
  • Banking system delays or errors outside Balanzify's control
  • Employee failure to provide correct bank account information
  • Losses from ACH returns caused by insufficient funds in Customer's account
  • Third-party service provider errors, outages, or actions, including Balanzify's Tax Filing Provider, Moov, or Plaid
  • Losses arising from Customer's violation of applicable law

13.4 Essential Basis

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties. Balanzify would not have entered into this Agreement without these limitations.


14. INDEMNIFICATION

14.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Balanzify, its officers, directors, employees, agents, and successors from and against any claims, damages, losses, penalties, fines, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Customer's violation of this Agreement
  • Incorrect, incomplete, or fraudulent Customer Data submitted to the Platform
  • Customer's violation of applicable employment, tax, or financial laws
  • Customer's failure to review and authorize payroll runs, filings, or payments accurately
  • Claims by Customer's employees or contractors arising from payroll errors caused by Customer-provided data
  • Customer's unauthorized use of the Platform

14.2 Indemnification Procedure

Balanzify shall:

  • Promptly notify Customer in writing of any claim for which indemnification is sought
  • Give Customer sole control of the defense and settlement of such claim
  • Provide Customer with reasonable assistance in connection with such defense

Customer shall not settle any claim that imposes obligations on Balanzify without Balanzify's prior written consent.


15. TERM AND TERMINATION

15.1 Term

This Agreement commences on the date Customer accepts it and continues for the subscription term specified in the applicable Order Form. Monthly subscriptions renew automatically on a month-to-month basis. Annual subscriptions renew automatically for successive one-year terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

15.2 Termination by Customer

Customer may terminate this Agreement at any time upon 30 days written notice to Balanzify. Customer remains responsible for all fees accrued through the termination effective date and for any payroll runs initiated prior to termination. Annual subscription fees paid in advance are non-refundable upon early termination except as required by applicable law.

15.3 Termination by Balanzify

Balanzify may terminate this Agreement immediately upon written notice if:

  • Customer fails to pay subscription fees within 30 days of the due date
  • Customer materially breaches this Agreement and fails to cure such breach within 10 days of written notice
  • Customer engages in fraud, money laundering, or illegal activity
  • Customer's actions create unacceptable compliance or financial risk for Balanzify or its banking partners
  • Balanzify is required to terminate by applicable law or regulatory directive

15.4 Effect of Termination

Upon termination:

  • Customer's license to access the Platform terminates immediately
  • Balanzify will provide Customer with access to export Customer Data for 90 days following termination
  • Customer remains responsible for all outstanding fees
  • All provisions of this Agreement that by their nature should survive termination shall survive, including Sections 9, 11, 13, 14, 16, and 17

16. DISPUTE RESOLUTION

16.1 Informal Resolution

Before initiating formal dispute proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. The disputing party shall provide written notice describing the dispute in reasonable detail, and the parties shall meet and confer within 15 business days of such notice.

16.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, as amended from time to time. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.

16.3 Class Action Waiver

CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION AGAINST BALANZIFY. ALL ARBITRATIONS SHALL PROCEED ON AN INDIVIDUAL BASIS.

16.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, including with respect to intellectual property infringement or unauthorized use of the Platform.

16.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For matters not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware.


17. GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement, together with the applicable Order Form, Privacy Policy, and all incorporated policies, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and representations, whether written or oral, relating to the same subject matter.

17.2 Amendments

Balanzify may amend these Terms by providing Customer with 30 days written notice via email to Customer's address on file. Customer's continued use of the Services after the effective date of an amendment constitutes acceptance. If Customer does not agree to an amendment, Customer may terminate this Agreement prior to the effective date of the amendment pursuant to Section 15.2.

17.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.4 Waiver

No waiver by either party of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default. A waiver shall be effective only if made in writing and signed by an authorized representative of the waiving party.

17.5 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, war, terrorism, government action, banking system failures, telecommunications infrastructure failures, or power outages, provided that the affected party provides prompt written notice and uses commercially reasonable efforts to resume performance.

17.6 Assignment

Customer may not assign or transfer this Agreement or any rights hereunder without Balanzify's prior written consent. Balanzify may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without Customer's consent. Any purported assignment in violation of this Section is void.

17.7 Notices

All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses on file. Notices to Balanzify shall be sent to legal@balanzify.com. Notices to Customer shall be sent to the email address associated with Customer's account.

17.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other in any respect.

17.9 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall create any rights in any third party.

17.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic acceptance of these Terms — including by clicking "I Agree" or any similar button — shall constitute a valid, binding, and enforceable signature for all purposes.


18. CONTACT INFORMATION

For questions, notices, or concerns regarding these Terms:

General inquiries

support@balanzify.com

Legal notices

legal@balanzify.com

Security concerns

security@balanzify.com

Privacy requests

privacy@balanzify.com

Mailing address

Balanzify Inc., 2415 Emerson Avenue South, Suite 302, Minneapolis, Minnesota 55405


These Terms of Service are effective as of April 18, 2026.

BALANZIFY INC.

Osman Aden

Founder & Chief Executive Officer

Date: April 18, 2026