Full Access Professional Terms & Conditions
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Full Access Professional Terms & Conditions


Last Updated March 5, 2012.

In accordance with the Services Agreement, they may be updated or amended from time to time.

Be sure to check back regularly to learn about any updates.


Full Access Professional Terms & Conditions

(Full Access) 

PLEASE READ THIS SERVICES AGREEMENT FOR FINANCIAL PROFESSIONALS VERY CAREFULLY BEFORE REGISTERING AS A FULL ACCESS PROFESSIONAL SERVICES PROVIDER (“Provider”).    YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU PURPORT TO REPRESENT.

This Agreement (“Agreement”) sets forth the terms and conditions that govern Provider’s access to the account(s) of Balance Financial customer(s) that have requested that Balance Financial make such access available to Provider for the purpose of providing accounting, tax preparation, bookkeeping or information technology services (“Financial Services”) to such customer(s) (“Provider Clients”).  If Provider accesses and uses the Balance Financial bookkeeping, financial management, bill payment, or other services (“Customer Services”) on Provider’s own behalf, instead of on behalf of a Provider Client, such access and use will be governed by Balance Financial’s Standard Customer Terms and Conditions (the “Terms of Service”).

The effective date of this Agreement (the "Effective Date") is the date on which Provider accepts the following terms and conditions by clicking "I agree" below.

  • Balance Financial may change the Agreement, including but not limited to, imposing or increasing any fees charged to the Provider in order to receive access to Provider Client’s accounts (the “Fee(s)”), from time to time at its sole discretion by posting notice of the change on the Balance Financial website (located at http://www.balancefinancial.com) (the “Site”), provided that if Balance Financial makes any material changes to this Agreement, Balance Financial will also notify Provider by sending Provider an e-mail to the last e-mail address Provider provided to Balance Financial in accordance with Section 19.  Any  changes to this Agreement will be effective immediately for providers who enter into this Agreement after the posting of notice of such changes on the Site and will be effective thirty (30) days after posting of notice of such changes on the Site for providers who entered into this Agreement prior to the posting of notice of such changes on the Site (“Existing Providers”).  Notwithstanding the foregoing, any material changes shall be effective for Existing Providers  upon the earlier of thirty (30) calendar days following posting of notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Existing Providers.  Balance Financial may require Existing Providers to provide consent to the updated Agreement in a specified manner before further use of the Site on behalf of Provider Clients is permitted.  If Provider does not agree to any change after receiving a notice of such change, Provider  shall stop using the Site on behalf of Provider Clients and terminate this Agreement as described below.  Otherwise, Provider’s continued use of the Site on behalf of Provider Clients constitutes Provider’s acceptance of the changes.  Please regularly check the Site to view the then-current Agreement.

1.                Account Access:  Provider acknowledges that from time to time one or more Balance Financial customers who are also Provider Clients  may request that Balance Financial allow Provider unrestricted access (“Full Access”) to such Provider Client’s accounts with Balance Financial for the purpose of providing Financial Services to such Provider Client(s).  Balance Financial will provide such access to Provider only after Provider has completed the training and examination that is required to become a Professional Bookkeeper certified by Balance Financial (the “Certification Training”), which training Balance Financial shall make available at the times and locations determined by Balance Financial in its discretion (the “Balance Financial Certification Program”).  If Provider is a multi-employee organization,  Balance Financial will provide account access to each Provider employee on the date that such employee has completed the Certification Training.  The “Certification Date” shall be the date on which Provider, or Provider’s first employee, successfully completes the Certification Training. Provider represents and warrants that Provider will not, and will not attempt to, exceed the scope of the access granted to Provider by such Provider Client.  In addition, Provider agrees not to harass or interfere with any Provider Client’s use and enjoyment of the Customer Services. 

2.               Certification Program:  After the Certification Date and during the Term, Provider may refer to itself and be recognized as a Balance Certified Pro certified by Balance Financial and may use and display the Balance Financial Certification Mark identified as such on the Site.  Provider will ensure that its promotions, marketing and activities related to Balance Financial and the Financial Services are of good professional quality and consistent with industry standards.  Without limiting any other obligations in this Agreement, Provider shall ensure that each of its employees who have access to Provider Client’s accounts with Balance Financial has successfully completed the Certification Training prior to having such access, and Provider shall inform Balance Financial in writing promptly after any employee who has completed the Certification Training terminates his or her employment with Provider.  Subsequent to the Certification Date, Provider agrees that it will participate in any Balance Financial related learning activities as required by Balance Financial for continued participation in the Balance Financial Certification Program.  If a Provider chooses the Family Office (“Family Office Package”) package which assumes multiple Providers providing Financial Services with a single, unique operating company then a primary point of contact will be named and have overall authority over all Providers associated with the single Family Office account.

3.            FINANCIAL SERVICES:  Provider represents and warrants that Provider is a financial services professional who provides Financial Services to clients on a fee-paying basis.  Balance Financial will provide Provider with Full Access to the accounts of Provider Clients (“Provider Client Account(s)”)  in accordance with Section 2.  Provider represents and warrants that (a) it is acting as Customer’s agent in accessing and using the Customer Services on behalf of the Provider Client; (b) its access and use of the Customer Services  is subject to the terms and conditions imposed on the Provider Client pursuant to the Terms of Service; (c) its access and use of the Customer Services (including modifications to the Provider Client Account information, requests related to the Provider Client Account, and instructions regarding the Provider Client Account, including any redirection of the Provider Client’s correspondence from Balance Financial to Provider) is in accordance with its agreement with the Provider Client and any instructions received by the Provider Client; and (d) it has no independent cause of action arising out of or related to Balance Financial’s performance, or failure to perform, its obligations pursuant to the Terms of Service. 

4.              Password; Security: Balance Financial will provide Provider a unique username and password to enable Provider to access the Provider Client Accounts pursuant to this Agreement.  Balance Financial reserves the right to change or update Provider’s username and password in Balance Financial’s sole discretion from time to time.  Provider acknowledges and agrees that only Provider (and if Provider is a multi-employee organization, its employees who have successfully completed Certification Training) is entitled to access the Client Provider Accounts with the username(s) and password(s) provided by Balance Financial.  Provider is responsible for maintaining the confidentiality of Provider’s username(s) and password(s) and of the Client Provider Accounts, and, except as set forth below, is solely responsible for all activities that occur under its username(s).  Provider agrees not to allow a third party to use Provider’s account, username or password, or to access any Provider Client Account, at any time.  Balance Financial reserves the right to terminate any username and password, which Balance Financial reasonably determines may have been used by an unauthorized third party. 

5.               Account Information:  Provider will not use or disclose information in any Provider Client Account except as necessary to provide Financial Services to such Client.  Provider will not use such information in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages in any form, whether commercial or otherwise.   

6.               Software License.  Provider may be required to download and use certain software provided by Balance Financial (“Software”) in order to access a Client’s account.  Provider’s use of such Software will be governed by the terms of the license agreement that accompanies such Software (“License Agreement”) and Provider represents and warrants that Provider will use the Software solely in accordance with the terms of the License Agreement.

7.                   Restrictions:  The rights granted to Provider in this Agreement are subject to the following restrictions: (a) except as expressly provided in this Agreement, Provider shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Customer Services, Software, Site, and any content  or services of any of the foregoing (including any and all copies thereof)(“Balance Financial Property”) or make the Balance Financial Property available to any third party; (b) Provider shall not access the Site in order to build a similar or competitive product or service; and (c) except as expressly stated herein, no part of the Balance Financial Property may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means.

8.                     INTELLECTUAL PROPERTY:

            a.  Balance Financial Certification Mark.  Subject to the terms and conditions of this Agreement, Balance Financial hereby grants to Provider a non-exclusive, non-sublicenseable, revocable, royalty-free license to use the Balance Financial Certification Mark in its marketing materials solely as necessary to identify itself as a Professional Bookkeeper certified by Balance Financial on the condition that Provider only uses  the Balance Financial Certification Mark in exactly the form provided and in conformance with any trademark usage policies provided by Balance Financial.   Title to and ownership of the Balance Financial Certification Mark will remain with Balance Financial.  Provider will not take any action inconsistent with Balance Financial’s ownership of the Balance Financial Certification Mark, and any benefits accruing from use of the Balance Financial Certification Mark will automatically vest in Balance Financial.  Provider will not form any combination marks with the Balance Financial Certification Mark.

            b.  Provider Marks.  Subject to the terms and conditions of this Agreement, Provider hereby grants to Balance Financial a non-exclusive, non-sublicenseable, revocable, royalty-free license to use Provider’s name, logos and service marks or trademarks (the “Provider Marks”) on the Site and in other marketing materials to identify the Provider as a Professional Bookkeeper certified by Balance Financial.  Title to and ownership of the Provider Marks will remain with Provider.

            c.  Ownership.  Balance Financial retains (and will retain) all right, title and interest in and to the Balance Financial Certification Mark and the Balance Financial Property, and all intellectual property rights related thereto.  Provider retains all right, title and interest in and to the Provider Marks and all intellectual property rights related thereto. Balance Financial does not claim ownership rights in any content uploaded by Provider.  For the sole purpose of enabling Balance Financial to display such content on the Site or Customer Services, Provider grants Balance Financial a non-exclusive, royalty-free license to use, copy, distribute and display such content.  There are no implied licenses under this Agreement, and all rights not expressly granted hereunder are reserved.

9.                 Acceptable Materials.  Provider agrees not to upload executable files to the Balance Financial servers, and not to access or use the Site to transmit (a) any material protected by copyright, trademark, trade secret, patent or other intellectual property right without proper authorization; (b) any computer viruses, worms, or any software intended to damage or alter a computer system or data; (c) any material that is unlawful, harassing, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, trade libelous, pornographic, obscene, or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (d) any material that violates any law or regulation, including without limitation the laws and regulations governing export control.

10.               Conduct of Business:  Provider will (a) conduct business and provide Financial Services in a manner that reflects favorably on the Balance Financial Property, goodwill, and reputation of Balance Financial; (b) conduct business and provide Financial Services in full compliance with all applicable laws and regulations; (c) not engage in deceptive, misleading, or unethical practices; (d) not represent that it is providing services on behalf of, or affiliated with, Balance Financial; and (e) use best efforts to resolve any complaints or disputes with Provider Clients regarding Financial Services in a fair and timely manner.

11.               Fees:  Each month during the Term, Provider agrees to pay any Fee for access to or use of the Site to provide Financial Services for Provider Clients in accordance with the billing terms in effect at the time such Fee is due and payable. Provider may be asked to provide Balance Financial with valid credit card information as a condition to entering into this Agreement or arrange another mutually acceptable means for payment of such Fees.  Unless the parties have agreed to an alternate payment arrangement, Balance Financial will automatically bill Provider’s credit card every month.  The Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Provider is responsible for payment of all such taxes, levies or duties.  All Fees are non-refundable.  If timely payment is not received or cannot be charged to Provider’s credit card for any reason, Balance Financial has the right to either suspend or terminate Provider’s access to the Site.  If Balance Financial receives a cancellation notice from Provider or a Provider Client, Provider will be obligated to pay the balance due on Provider’s account.  Provider agrees that Balance Financial may charge such unpaid fees to Provider’s credit card or otherwise bill Provider for such unpaid fees.

12.              Indemnification:  Provider agrees to indemnify, defend and hold harmless Balance Financial from all claims, actions, suits, losses, damages, and expenses brought by any third party, including Provider Clients, arising from or relating to the Financial Services, Provider’s acts or omissions related thereto, or Provider’s breach of this Agreement.

13.             Confidentiality:

            a.  Confidential Information.  Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial and other confidential or proprietary information (“Confidential Information”).  The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary,” or with similar legend.  Regardless of whether so marked, however, any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party.

            b.  Protection of Confidential Information.   The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.  The Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

            c.  Exceptions.  Confidential Information will not include any information that the Receiving Party can prove, by clear and confiding evidence, (a) was already lawfully known to the Receiving Party at the time of disclosure by the  Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; or (c) is, or through no fault of the Receiving Party has become, generally available to the public.  In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (x) approved in writing by the Disclosing Party; (y) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or(z) required by law or by the order of a court or similar judicial or administrative body, in the last case provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest of limit the scope of such required disclosure.

14.           Term; TERMINATION: This Agreement will continue to apply until terminated by either Provider or Balance Financial as set forth below (the “Term”).  This Agreement may be terminated at any time by Provider upon thirty (30) days' advance written notice to Balance Financial.  Balance Financial may at any time terminate this Agreement, or Provider’s access to one or more Provider Client Accounts, effective on written notice to Provider,  if (a) Provider has breached any provision of this Agreement (or has acted in a manner that, in Balance Financial’s reasonable judgment, shows that Provider does not intend to, or is unable to, comply with this Agreement); (b) Balance Financial is required to do so by law (for example, where the provision of access to the Site or one or more Provider Client Accounts to Provider is, or becomes, unlawful); (c) the provision of access to the Site or one or more Provider Client Accounts to Provider by Balance Financial is, in Balance Financial’s reasonable judgment, no longer commercially viable; (d) a Provider Client has notified Balance Financial that it no longer wants Balance Financial to provide Provider with access to such Provider Client’s Account, or (e) Balance Financial has elected to discontinue the Site or the Customer Services (or any part thereof).

15.               NO WARRANTY:  Except as expressly provided herein and to the maximum extent permitted by applicable law, the balance financial property is provided “as is,” and Balance Financial makes no (and hereby disclaims all) warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of merchantability, title, noninfringement, or fitness for a particular purpose, relating to the balance financial property (or any portion thereof).  Balance Financial does not warrant that use of the balance financial property will be uninterrupted, or error-free, that defects will be corrected, or that the balance financial property is free of viruses or other harmful components. 

16.               LIMITATION OF LIABILITY: IN NO EVENT WILL BAlance Financial be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with THis agreemenT, even if BALANCE FINANCIAL has been advised of the possibility of such damages. BALANCE FINANCIAL’S aggregate CUMULATIVE liability arising with respect to this Agreement will NOT exceed THE GREATER OF (A) the fees paid by Provider to Balance Financial during the twelve (12) month period immediately preceding the first event that gave rise to the claim, AND (B) FIVE HUNDRED DOLLARS ($500). 

17.               ASSIGNMENT: Provider may not assign this Agreement without Balance Financial's prior written consent.  Any assignment in violation of this section shall be void.

18.               BINDING EFFECT:  This Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and permitted assigns.

19.               NOTICE: For purposes of this Agreement, any notices will be sent in writing to the following respective addresses: For Balance Financial: P.O. Box 1648, Bellevue, WA 98009-1648; For Provider:  the address provided to Balance Financial  when Provider accepts this Agreement, which may be updated by Provider from time to time.

20.               Business Days:  For purposes of this Agreement, Balance Financial’s business days are Monday through Friday. Holidays are not included.

21.               GOVERNING LAW: This Agreement will be governed by the laws of the State of Washington without reference to its choice of law rules. 

22.               PRIVACY: All personal information provided to Balance Financial by Provider will be kept in accordance with the Privacy Policy.

23.               SEVERABILITY: If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

24.               DISPUTES:  Provider agrees that any claim or dispute (excluding claims for injunctive or other equitable relief) in connection with this Agreement, including any claim or dispute involving a Provider Client, shall be subject to the dispute resolution procedures set forth in Section 25 of the Terms of Service.  Notwithstanding the foregoing Provider irrevocably submits to the jurisdiction and venue of any court of competent jurisdiction in which an action against Balance Financial is brought by a Provider Client.

25.               ENTIRE AGREEMENT:  This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and no statements, promises or inducements made by either party or any agent of either party that are not contained in this Agreement will be valid or binding. The failure of either party to insist upon or enforce strict performance of any provision of this Agreement will not constitute a waiver or relinquishment of such party's right to subsequently enforce such provision or any other provision of this Agreement.