1. Your Agreement with Balancy

1.1. Your use of the Balancy Services is governed by these Terms of Service (the “Terms”). “Balancy” or “we” means Balancy, Inc. The “Balancy Services” means the services Balancy or its Affiliates makes available through https://balancy.dev, any sub-pages and any other website designated by Balancy (collectively, the “Website”), the Balancy cloud infrastructure, the Balancy API, the Balancy Tools, and any other software or services offered by Balancy in connection to any of those. “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity.

1.2. In order to use the Balancy Services, you must first agree to the Terms. You understand and agree that your use of the Balancy Services will serve as your acceptance of the Terms from that point onwards.

1.3. You affirm that you are 13 years old or over, as the Balancy Services may not be used by children under 13. You further affirm that the Terms have been duly and validly agreed upon and delivered by you and constitute your legal and binding obligation, enforceable against you in accordance with its terms, and that you have all necessary power and authority to agree to and perform in accordance with the Terms.

1.4. You agree your purchases of Balancy Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Balancy regarding future functionality or features.

2. Your Account and Use of the Balancy Services

2.1. You must provide accurate and complete registration information any time you register to use the Balancy Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Balancy immediately. Your account will allow you to access and use the Balancy Services in connection with any game (and any related source code) written, published, or otherwise distributed by you (your “Game” or “Games”).

2.2. Your agreement to and performance under the Terms will not conflict with or violate any provision of law, rule or regulation to which you are subject, or any agreement or other obligation directly or indirectly applicable to you. Your use of the Balancy Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software (the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments), and will avoid deceptive, misleading or unethical trade practices, which includes making deceptive or misleading representations, warranties or guarantees to the end users that play your Game (“End Users”) with respect to the specifications, features or capabilities of your Games.

2.3. You agree not to (a) access (or attempt to access) the administrative interface of the Balancy Services by any means other than through the web interface or API that is provided by Balancy in connection with the Balancy Services, unless you have been specifically allowed to do so in a separate agreement with Balancy, or (b) engage in any activity that interferes with or disrupts the Balancy Services (or the servers and networks which are connected to the Balancy Service).

2.4. Your account has usage limits, as further explained at https://en.docs.balancy.dev/pricing/ (or such URL as Balancy may provide). Balancy reserves the right to enforce these usage limits, which may result in Balancy denying service to you or your End Users. Repeated exceeding of the usage limits may lead to termination of your account.

2.5. You may use the Balancy Services only to develop and run Games that use the Balancy Services. In particular, you may not access the Balancy Services for the purpose of benchmarking the Balancy Services, to resell or redistribute the Balancy Services or to create a product or service competitive with the Balancy Services.

3. Acceptable Use Policy and Privacy

3.1. You agree to comply with the Balancy Acceptable Use Policy available at http://privacy.balancy.co/ (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.

3.2. Balancy will collect data from your End Users and your Games through your use of the Balancy Services. All data (including all text, sound, video, or image files) that you provide to Balancy through use of the Balancy Service and all data Balancy collects from your End Users through your use of the Balancy Services is considered “Game Data.” Balancy may use your Game Data for the purpose of providing, improving and adding new features to the Balancy Services. Balancy may also develop, use, distribute and publish information and statistics derived from your Game Data for use on an anonymized, aggregate basis; provided, that no such information will contain statistics or other information that is specifically attributable to the overall performance of your Games. This use of your Game Data will not result in the distribution or publication of any personally identifiable information.

3.3. You agree that you will comply with all laws relating to privacy of End Users and will protect the privacy and legal rights of the End Users of your Game. You must provide legally adequate privacy notices to End Users. You will ensure that End Users consent to transfer and use of data and information to Balancy in connection with your Game and Balancy Services, including but not limited to user names, passwords, or other login information or personal information. You must make the End Users aware that the data will be available for use by Balancy.

3.4. Game Data may be transferred to, and stored and processed in, the United States or any other country in which Balancy, its Affiliates or its subcontractors operate. You appoint Balancy to perform any such transfer of Game Data to any such country and to store and process personal data to provide the Balancy services.

4. GDPR Terms

The terms of this Section 4 (the “GDPR Terms”) apply to the extent your Game Data includes information related to an identified or identifiable natural person that is subject to the European Union General Data Protection Regulation (the “GDPR”). Lower case terms used but not defined in this Addendum such as “personal data,” “personal data breach,” “processing,” “controller,” “processor,” “subprocessor” and “data subject” will have the same meaning as set forth in Article 4 of the GDPR. These GDPR Terms do not apply where Balancy is a controller of the personal data of its customers.

4.1. Compliance with the GDPR and Processing of Personal Data. You and Balancy agree to comply with all applicable provisions of the GDPR. You agree Balancy is the controller of all personal data.

4.2. Data Security. You and Balancy will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia, as appropriate:

a) the pseudonymization and encryption of personal data;
b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

Balancy’s security measures will be set forth in a Balancy Security Policy. Balancy will make that policy available to you, along with descriptions of the security controls in place for the Balancy Services and other information you reasonably request regarding Balancy security practices and policies. You are responsible for making an independent determination as to whether the technical and organizational measures for the Balancy Services meets your requirements. You acknowledge and agree that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing personal data as well as the risks to individuals) the security practices and policies implemented and maintained by Balancy provide a level of security appropriate to the risk with respect to your personal data. You are responsible for implementing and maintaining privacy protections and security measures for components that you provide or control.

4.3. Personal Data Breach. Balancy shall notify you without undue delay after becoming aware of a personal data breach. Such notification will include that information a processor must provide to a controller under Article 33(3) to the extent such information is reasonably available to Balancy.

4.4. Audit. Balancy will conduct audits of its compliance with these GDPR terms as required by Article 28 of the GDPR. Each audit will be performed by qualified, independent, third party and/or internal security auditors at Balancy’s selection and expense.

4.4. Contact Balancy. If you believe that Balancy is not adhering to its privacy or security commitments, you may contact customer support of Balancy.

Balancy’s mailing address is:
Chief Privacy Officer
Balancy, Inc.
235 S Bernardo ave. 8, Sunnyvale 94086 USA

4.5. Supplementation and Term. Balancy may modify or supplement these GDPR Terms, (a) if required to do so by a supervisory authority or other government or regulatory entity, (b) if necessary to comply with applicable law, or (c) to adhere to an approved code of conduct or certification mechanism approved or certified pursuant to Articles 40, 42 and 43 of the GDPR. Without prejudice to these GDPR Terms, Balancy may from time to time provide additional information and detail about how it will execute these GDPR Terms in its service-specific technical, privacy, or policy documentation. These GDPR Terms become effective upon the later of (a) the start of enforcement of the GDPR or (b) Your use of the Balancy Service.

5. Fees for Use of the Balancy Services

5.1. Subject to the Terms, you may sign up for the Balancy Essentials Tier Services, which Balancy will provide to you without charge up to certain limits. Balancy may offer you the ability to use additional resources and services without charge for a trial period. Usage of resources and services beyond the trial period, usage of the Balancy Essentials Tier Services over the designated limits, or the use of other resources or services offered on the Website will require your purchase of additional resources or services via individually priced services or an appropriate paid Tier plan. The Balancy Essentials Tier Services limits, and the pricing for additional resources and services, can be found on the Website at https://en.docs.balancy.dev/pricing/ (or such other URL as Balancy may provide).

5.2. Payments for all purchased resources and services are due and must be made according to the pricing and related terms in the services description published in the Website. Unless otherwise noted in the service description, all fees will be billed in advance on a monthly basis (or at the interval indicated in Balancy’s fees and payment policies, if different) and are due at the time of invoice. You must provide Balancy with a credit card, and Balancy will automatically charge your credit card based on the paid Tier plan and any individually priced services you have selected on the due date unless you have raised a good faith objection prior to the due date. At Balancy’s sole discretion, Balancy may also agree with you to accept your payments via wire transfer, automated clearinghouse or PayPal. Late payments will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Balancy’s measurements of your use of the Balancy Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Balancy and only in the form of credit for the Balancy Services. Nothing in these Terms obligates Balancy to extend credit to any party. You acknowledge and agree that any credit card and other billing and payment information that you provide to Balancy may be shared by Balancy with companies who work on Balancy’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Balancy and servicing your account.

5.3. Balancy may change its fees and payment policies for the Balancy Services at any time, but in the event of a fee increase, Balancy will honor the previous pricing policy for you for at least thirty (30) days after notifying you of the fee increase. Changes to the fees or payment policies will be posted on the Website (or such other URL as Balancy may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

5.4. You may not develop multiple Games to simulate or act as a single Game, develop Games under multiple unlinked accounts, or otherwise access the Balancy Services in a manner intended to avoid incurring fees.

5.5. The Balancy Essentials Tier Service is provided on an as-is basis and is intended for lightweight, low-volume usage of the Balancy Services. The Balancy Essentials Tier Service does not provide access to the full set of Balancy features, resources and services. Balancy does not provide any service level agreements or developer support for the Balancy Essentials Tier Service, other than Balancy's forum discussions. Permissible uses of the Balancy Essentials Tier Service include the development and launch of games by independent game studios and trial/evaluation usage by professional game studios and publishers. You will not be permitted to use the Balancy Essentials Tier Service for any Game if any of your other Games, or any Games of any of your Affiliates, are serviced by Balancy under a paid Tier plan, without Balancy’s express permission. If your Games misuse the Balancy Essential Tier Services, requiring intervention from Balancy, Balancy will work with you to quarantine the Game(s) to a high-risk server instance, address the misuse and/or to migrate your Games to an appropriate paid Tier plan for enhanced support. Notwithstanding the above, Balancy reserves the right to terminate your use of the Balancy Essentials Tier Service at any time for any reason.

5.6. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.

6. User Generated Content on the Balancy Services and Take Down Obligations

6.1. You understand that all End User generated information (such as End User information, data files, written text, music, audio files or other sounds, photographs, videos or other images) included in Game Data to which you may have access as part of, or through your use of, the Balancy Services are your responsibility.

6.2. You agree that you are solely responsible for (and that Balancy has no responsibility to you or to any third party for) the Game or any Game Data that you create, transmit or display while using the Balancy Services and for the consequences of your actions (including any loss or damage which Balancy may suffer) by doing so. You control access by End Users, and you are responsible for their use of the Balancy Services in accordance with these Terms of Service. For example, you will ensure End Users comply with the Acceptable Use Policy.

6.3. You agree that Balancy has no responsibility or liability for the deletion or failure to store any Game Data and other communications maintained or transmitted through use of the Balancy Services.

7. Proprietary Rights and Confidentiality Obligations

7.1. You acknowledge and agree that Balancy (or Balancy’s licensors) owns all legal right, title and interest in and to the Balancy Services, including any intellectual property rights which subsist in the Balancy Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

7.2. For purposes of the Terms, “Proprietary Information” means all information disclosed through any means of communication or by personal observation by or on behalf of the disclosing party to or for the benefit of the other party that relates to the disclosing party's products, projects, productions (including information regarding creators, authors, programmers, and other persons involved in such productions), research and development, intellectual property, trade secrets, technical know-how, policies or practices (and all creative, business and technical information relating thereto), and any other matter that the other party is advised or has reason to know is the confidential, trade secret or proprietary information of the disclosing party. You and Balancy acknowledge that during and through your use of the Balancy Services, each of the parties and their respective agents, employees, and representatives may obtain or have access to such Proprietary Information of the other, including, but not limited to, information relating to stored data, customer information, technical data, statistics, source code, programs, documentation and research. You and Balancy agree that, other than as otherwise expressly permitted under Section 7 hereof, such Proprietary Information shall be maintained on a strictly confidential basis, will be used solely for Balancy’s provision of the Balancy Services and your utilization of such Balancy Services, and will be disclosed only to those of the parties’ respective agents, employees and representatives who require such information for purposes of their performance hereunder, or as required by applicable law or regulation. Proprietary Information does not include data, materials or information that: (a) was already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (b) is subsequently learned from an independent third party free of any restrictions and without breach of the Terms or any other agreements; (c) is or becomes publicly available through no wrongful act of the receiving party; or (d) is independently developed by the receiving party without reference to any Proprietary Information of the disclosing party.

8. License from Balancy and Restrictions

8.1. To facilitate your use of the Balancy Services, Balancy may make available to you certain documentation, application programming interfaces (APIs), and sample source code (the “Licensed Materials”). Subject to your compliance with the Terms (including, without limitation, the payment obligations described in Section 5), Balancy grants you a revocable, personal, worldwide, royalty-free, non-assignable, non-transferable and non-exclusive license to use the Licensed Materials made available to you by Balancy as part of the Balancy Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Balancy Services as provided by Balancy, in the manner permitted by the Terms. Any other use of the Licensed Materials is prohibited.

8.2. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Balancy Services, the Licensed Materials or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Balancy, in writing (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by the Balancy Services or any Games running on the Balancy Services; or (c) use the Balancy Services in any way that may subject the Balancy Services to any obligations under any open source software license, including, without limitation, any license which imposes any obligation or restriction with respect to Balancy's patent or other intellectual property rights in the Balancy Services.

8.3. Open source software licenses for components of the Balancy Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Balancy for the use of the components of the Balancy Services released under an open source license.

9. License from You

9.1. By adding other individual persons to collaborate on a Game, you are responsible for ensuring such collaborator complies with the terms of this agreement.

9.2. You may choose to or Balancy may invite you to submit comments or ideas about the Balancy Services, including, without limitation, about how to improve the Balancy Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Balancy under any fiduciary or other obligation, and that Balancy and its successors and assigns are free to use the Idea without any additional compensation to you and to disclose the Idea on a non-confidential basis or otherwise to anyone.

9.3. You agree that Balancy, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, Game names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Website listings (including links to your website) for the purpose of advertising or publicizing your use of the Balancy Services.

10. Add-ons

10.1. Balancy may make available through the Balancy Services additional features, functionality, and services offered by its third-party partners (“Add-ons”). Your use of Add-ons is subject to these Terms, to the applicable fees, and to your agreement to the third party partners’ license terms for those Add-ons, if any. You acknowledge for each Add-on you subscribe to or purchase through the Balancy Services, these Terms constitute a binding agreement between you and the third party licensor of that Add-on (“the Add-on Provider”) only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Balancy is not acting as agent for the Add-on Provider in providing each such Add-on to you; Balancy is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Balancy is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on.

10.2. By subscribing to or purchasing an Add-on, you grant Balancy permission to share your Game, Game Data, and user information with the Add-on Provider as necessary in order to provide you the Add-on.

10.3. The license granted to you to use any Add-on is personal to you, and is not sublicensable to any other party, including without limitation your End Users. You may not provide or resell Add-ons to others.

11. Modification, suspension, and Termination of the Balancy Services

11.1. Balancy is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Balancy Services may change from time to time without prior notice to you, subject to the terms in Section 5.3. Balancy intends to minimize changes to functionality or APIs that will negatively impact your Games. When making such changes, Balancy will create a new version of the API and use its commercially reasonable efforts to continue to support the old version of the API for at least ninety (90) days. However, in the event of security issues, issues affecting system health or other exigent circumstances such as changes in the laws or regulations applicable to Balancy or the Balancy Services, Balancy may terminate support for the old version of the API without advance notice. Changes to the form and nature of the Balancy Services will be effective with respect to all versions of the Balancy Services. Examples of changes to the form and nature of the Balancy Services include, without limitation, changes to fee and payment policies, security patches, added functionality, and other enhancements.

11.2. Balancy may suspend or terminate your use of the Balancy Services if: (a) it is reasonably needed to prevent unauthorized access to your Game Data; (b) you fail to respond to a claim of alleged infringement under Section 14 (“Indemnification”) within a reasonable time; (c) you do not pay amounts due under this agreement; or (d) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement.

11.3. You may terminate these Terms at any time by canceling your account on the Balancy Services, unless you have a separate agreement or payment terms with Balancy that do not permit you to terminate until the end of the stated term in such agreement or payment terms. In such case, your obligations under these Terms will continue until the end of the stated term in the agreement or payment terms. You will not receive any refunds if you cancel your account.

11.4. You are solely responsible for exporting your Game Data and Games from the Balancy Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Game Data and Games.

11.5. Balancy will provide you twelve (12) months advance notice if Balancy ceases to do business and discontinues providing any Balancy Services, unless (a) such termination of the Balancy Service is done sooner in response to a change in government regulation, obligation or other requirement or (b) Balancy or its Affiliates makes available a service that is substantially similar to the discontinued Balancy Services.

11.6. Upon any termination of the Balancy Services or your account, these Terms will also terminate, but Sections 2.3, 3.3, 7.1, 8.2, 11, 12, 13, 14, 15.3 and 17 shall continue to be effective after these Terms are terminated.






13.1. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Balancy Services during the three (3) months before the cause of action arose. For previews, betas or Balancy Services provided free of charge, Balancy’s liability is limited to direct damages up to $5,000.00 USD.

13.2. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

13.3. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (a) the parties' obligations under Section 14, or (b) violation of the other's intellectual property rights.

14. Indemnification

14.1. We will defend you against any claims made by an unaffiliated third party that the Balancy services infringe that third party's patent, copyright or trademark or makes unlawful use of its trade secret.

14.2. You will defend us against any claims made by an unaffiliated third party that: (a) any Game, Game Data, or services you provide, directly or indirectly, in using the Balancy Services violates the rights of third parties, including privacy rights, or infringes the third party's patent, copyright, or trademark or makes unlawful use of its trade secret; or (b) arises from violation of the Acceptable Use Policy.

14.3. Limitations. Our obligations in Section 14.1. won't apply to a claim or award based on: (a) any Game, Game Data, or services or materials you provide or make available as part of using the Balancy Services; (b) your combination of the Balancy Service with, or damages based upon the value of a Game, product, service, data, or business process; (c) your use of a Balancy trademark without our express written consent, or your use of the Balancy Services after we notify you to stop due to a third-party claim; (d) your redistribution of the Balancy Services to, or use for the benefit of, any unaffiliated third party; or (e) anything provided by us provided free of charge.

14.4. Remedies. If we reasonably believe that a claim under Section 14.1. may bar your use of the Balancy Services, we will seek to: (a) obtain the right for you to keep using it; or (b) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Balancy Services. If these options are not commercially reasonable, we may terminate your rights to use the Balancy Services.

14.5. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (a) give the other sole control over the defense and settlement of the claim; and (b) give reasonable help in defending the claim. The party providing the protection will (i) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (ii) pay the amount of any resulting adverse final judgment or settlement. The parties' respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 14 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.

15. Other Content

15.1. The Balancy Services may include hyperlinks to other web sites or content or resources or email content. Balancy has no control over any web sites or resources which are provided by companies or persons other than Balancy.

15.2. You acknowledge and agree that Balancy is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

15.3. You acknowledge and agree that Balancy is not liable for any loss or damage which may be incurred by you or your End Users as a result of the content or availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Changes to the Terms

16.1. Balancy may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days' notice before the changes take effect, during which period of time you may reject the changes by terminating your account.

16.2. You understand and agree that if you use the Balancy Services after the date on which the Terms have changed, your use will serve as your acceptance of the updated Terms.

17.1. Balancy will not disclose your Game Data from the Balancy Services to law enforcement unless required by law. If law enforcement contacts Balancy or its Affiliates with a demand for your Game Data in the Balancy Services, Balancy or its Affiliates will attempt to redirect the law enforcement agency to request that data directly from you. If compelled to disclose Game Data to law enforcement, Balancy will promptly notify you and provide a copy of the demand unless legally prohibited from doing so. Upon receipt of any other third-party request for Game Data, Balancy will promptly notify you unless prohibited by law. Balancy will reject the request unless required by law to comply. If the request is valid, Balancy will attempt to redirect the third party to request the data directly from you.

17.2. Except to the extent you and Balancy have entered into a separate written agreement that is expressly intended to supersede these Terms either in whole or in part, the Terms constitute the whole legal agreement between you and Balancy and govern your use of the Balancy Services, and completely replace any prior agreements between you and Balancy in relation to the Balancy Services.

17.3. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

17.4. If Balancy provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

17.5. You agree that Balancy may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Balancy Services or the Website. By providing Balancy your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

17.6. You agree that if Balancy does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Balancy has the benefit of under any applicable law), this will not be taken to be a formal waiver of Balancy’s rights and that those rights or remedies will still be available to Balancy. If any provision of the Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

17.7. Government customers should consult with Balancy prior to acceptance. If you are a government customer, before accepting this agreement, you should consult with your Balancy representative to assure full compliance with local laws and governmental procurement processes.

17.8. Except for payment obligations, neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

17.9. The rights and remedies under the Terms are cumulative and are not exclusive of any rights or remedies available at law or in equity or by any other agreement between the you and Balancy.

17.10. The Terms, and your relationship with Balancy under the Terms, shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You and Balancy agree to submit to the exclusive jurisdiction of the courts located within King County, Washington, to resolve any legal matter arising from the Terms.

17.11. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Balancy. Balancy may assign this agreement and rights hereunder, in whole or in part, to its Affiliates.