Please note that your application for a merchant advance with Behalf is subject to a separate agreement that will be provided to you upon application. ALL MERCHANT ADVANCES ARE SUBJECT TO APPROVAL BY BEHALF AND BEHALF RESERVES THE RIGHT NOT TO APPROVE SUCH MERCHANT ADVANCES. THESE TERMS AND CONDITIONS DO NOT COVER YOUR MERCHANT ADVANCE APPLIED FOR THROUGH THE WEBSITE, unless otherwise stated herein. The use of the term Behalf herein includes Behalf, Inc. and its affiliates, vendors, partners, agents and other personnel. In addition to all other agreements that may be provided to you, this Terms and Conditions Agreement sets forth the legally binding terms for your use of the Services and they shall apply to all users of the Website. By using the Services, you agree to be bound by this Agreement. You are only authorized to use the Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE WEBSITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU WISH TO USE OF THE SERVICES, YOU MUST READ THIS AGREEMENT. In order to participate in certain other services provided through the Website, you will be notified that you are required to agree to additional terms and conditions. Behalf may modify this Agreement from time to time and such modification shall be effective upon posting by Behalf on the Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly upon each use of the Services to ensure you are updated as to any changes.
Use of the Services is void where prohibited. By using the Services, you represent and warrant that (a) all application information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe, in our sole discretion, that you are less than 18 years of age.
3. General Undertakings
You accept sole responsibility for all of your activities using the Website, including your conduct on the site. You will not use the Services for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws. You will not upload or transmit viruses, worms or any other destructive code. You will not use bots to engage the Services.
4. The Website
5. Website Access
A. Behalf, Inc. hereby grants you permission to use the Website as set forth in this Agreement, provided that: (i) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose and/or in a manner allowed by Behalf; and (ii) you will otherwise comply with the terms and conditions of these Terms of Service. B. In order to access some features of the Website, you will have to create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You accept sole responsibility for keeping your password secure. You must notify Behalf immediately of any breach of security or unauthorized use of your account. When creating your account you authorize Behalf to conduct background, onsite and financial examinations of you and the owners and/or principals and you authorize Behalf directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information as provided while signing up. Although Behalf will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Behalf or others due to such unauthorized use.
6. Intellectual Property Rights
The content on the Website (the “Content”) and the Services are subject to copyright and other intellectual property rights under local and international laws conventions. To the best of its knowledge, Behalf uses only Content that it owns or is otherwise allowed and permitted for use by the owner/s of the copyrights and other intellectual property rights therein. Content on the Website is provided to you AS IS only and it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Behalf reserves all rights not expressly granted in and to the Website, Services and the Content. You agree to not engage in the use, copying, or distribution of any of the Content or Services other than expressly permitted herein for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use of Services or copying of any Content or enforce limitations on use of the Website or any of the Services or Content therein.
7. Warranty Disclaimer & Limitation of Liability
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES SHALL BE AT YOUR SOLE RISK AND IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, BEHALF, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. BEHALF MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THIS WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE. IN NO EVENT SHALL BEHALF, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Limitations on Use and Liability
Users shall not transmit any material or information to online services that is false, libelous, defamatory, obscene, profane, solicitous, infringes on any copyright to other proprietary rights of any other person or entity, or otherwise could result in civil or criminal liability under the law. BEHALF DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE BEHALF WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND BEHALF WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
You agree to defend, indemnify and hold harmless Behalf, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms and Conditions; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) your violation of any other terms applicable to your use of Charged Services. This defense and indemnification obligation will survive these Terms and Conditions and your use of the Website.
9. Events Beyond Control.
Under no circumstances shall Behalf be held liable for any delay or failure in this Website and/or any of the Services and/or information on the Website directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of Behalf, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of Limitation of Liability section as stipulated above.
10. Due Diligence
You understand that when you applied for an online account through this website you authorized Behalf to conduct background, onsite and financial examinations as governed by the Fair Credit Reporting Act (FCRA). You have consented to allow Behalf to conduct background and financial examinations of you, which may include, but is not limited to, address verifications for up to ten (10) years; querying a commercial and consumer credit history and score from any credit bureau, searches of any and all relevant publicly available information hosted on the world wide web; and a search for bankruptcies, liens or judgments in all jurisdictions where you have conducted business. You authorize Behalf, at its sole discretion, to report your personal and business credit to credit bureaus.
11. Data Use
If you create or access an online account through this website you authorize Behalf to provide your vendors and/or suppliers information about your account, including, but not limited to, your default and breach of the Behalf Merchant Cash Advance Agreement Terms and Conditions.
These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Behalf without restriction or limitations.
You agree that: (i) the Website shall be deemed solely based in the State of New York, (“New York”), USA; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Behalf, Inc., either specific or general, in jurisdictions other than New York. These Terms of Service shall be governed by the internal substantive laws of New York, without respect to its conflict of laws principles. Any claim or dispute between you and Behalf, Inc. that arises in whole or in part from the Website or the Services shall be decided exclusively by a court of competent jurisdiction located in New York. These Terms of Service, together with the privacy and any other legal notices and agreements published by Behalf on the Website, shall constitute the entire agreement between you and Behalf, Inc. concerning the Website and the Services. If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of this these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and Behalf’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. YOU AND BEHALF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE or THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.