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Terms of Service

Last Updated: February 17, 2025

These are the standard terms applicable to all Finchline self-serve, online customers. By creating or administering an account and accessing and using the Services, you are agreeing to be bound by Terms of Service and our privacy Notice ("Privacy Notice") (collectively, the "Agreement").

1. Definitions

Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the Agreement. For purposes of this Agreement, "Finchline," "we," "our" or "us" means Finchline Inc., and "Customer," "you" or "your" mean you, the customer that is purchasing, creating and administering access to Service pursuant to this Agreement. If you are purchasing or using the Service on behalf of your company or a company domain, all references to "you" reference such company. Each of Finchline and you may also be referred to in this Agreement as a "party" or collectively as the "parties."

1.1 "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 "Authorized Users" means the individual human collaborators who you authorize to use the Services.

1.3 "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Cloud Services.

1.4 "Integration" means any software application, functionality, website, product or service that will connect to or integrate with the Services or embed certain functionality into a third party platform or service, via an API or SDK. You and your Authorized Users choose which Integrations to activate with respect to your use of the Services.

1.5 "Site" and "Sites" mean finchline.com an our websites at and any other websites we may later own or operate.

1.6 "Subscription" means the certain Finchline shared services offered on a subscription basis, as and to the extent purchased by You in accordance with the Agreement.

2. The Services

2.1 Services access and use. In accordance with the terms and conditions of the Agreement, Finchline shall grant you and your Authorized Users access to and use of the products and services under your subscription with Finchline (the "Services") for your internal business purposes.

2.2 Ownership of the Services. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data.

2.3 Authorized Users. The Services may only be accessed and used by Authorized Users in accordance with this Agreement. You are responsible for the activity of your Authorized Users and the confidentiality of your and their login credentials.

2.4 Your responsibilities. You are responsible for, and for any liability resulting from: your Customer Data; your use of the Services; all actions taken through your account, whether or not actually or expressly authorized by you; and acquiring, maintaining and securing your own networks, hardware, software, and computer systems, which are not included in the Services. You may not (i) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (ii) modify, disassemble, decompile, reverse engineer, copy, reproduce, or create derivative works from the Services or attempt to discover any source code or underlying ideas or algorithms of the Services; (iii) damage or tamper with any part of the Services; (iv) breach any security measure or access accounts, information, data, or portions of the Service to which you not have explicit authorization; (v) use the Services with any activity prohibited by applicable laws or (vi) access the Services to compete with Finchline or build a competitive product or service.

2.5 Your Customer Data. By accessing and using the Services, you grant us a license to host, use, transmit, display, perform, copy, distribute, and modify your Customer Data solely to enable us to provide the Services. (We may need to modify your Customer Data to conform to technical requirements for viewing on your computer or mobile device.) This above license is non-exclusive, royalty-free, sublicensable (as expressly provided for below), revocable and worldwide. Finchline may only sublicense to third parties with whom Finchline has a contractual relationship and only for the limited purpose of providing the Services to you under this Agreement. When your Customer Data is no longer stored on the Services or this Agreement terminates, this license ends. This license also applies to Customer Data that is submitted through or stored on Integrations; if you choose to use an Integration with the Service, you grant us permission to allow the Integration and its provider to access Customer Data, data and information about your usage of the Integration as appropriate for the interoperation of that Integration with the Services. Subject to the limited licenses granted herein, Finchline acquires no right, title or interest from you or your licensors under this Agreement in or to any Customer Customer Data. Finchline has no general obligation to monitor, and does not monitor, your Customer Data.

2.6 Third Party Services. The Services may contain, or enable link to third party websites, applications, services or content, including via Integrations (collectively "Third Party Services"). We do not own or operate the Third Party Services and cannot guarantee their continued availability or compatibility. We have not reviewed, and cannot review, all of the material made available through Third Party Services. We do not warrant or support the Third Party Services. The availability of such links through the Services does not represent, warrant or imply that we endorse any Third Party Services or any content, materials, opinions, goods or services available on or through them. Your decision to visit or link to a Third Party Service, or to activate an Integration, is your decision and your responsibility. We are not responsible for any breach of your Customer Data or any information that is transmitted to, or accessed by, a Third Party Service.

3. Payment

3.1 Payment. Customer agrees to pay the fees and rates associated with your use of the Services as available at finchline.com or as otherwise agreed upon by the Parties (the "Service Fees"). All payments will be made by credit card or as otherwise agreed upon. Payments are non-cancelable, non-transferable, non-refundable, and not subject to acceptance, except as expressly stated elsewhere in the Agreement.

3.2 Taxes. All quoted fees and costs are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, VAT or withholding tax) (collectively "Taxes"). You are responsible for payment of all Taxes and any related interest and penalties resulting from your purchases, other than any Taxes based on Finchline's net income.

3.3 Invoicing. If you are paying by credit card, each Invoice is due and payable immediately. In any other case, Finchline will invoice you as follows as of the first day of each payment period for the Service Fees and Taxes due for that payment period (each an "Invoice"). Your payment period will be your "Subscription Term," the period of time of your paid subscription before the subscription renews, typically monthly or annually. Each Invoice is due and payable fifteen (15) days following the Invoice date according to the payment instructions provided on the Invoice. You agree that we may charge your credit card or invoice you, as applicable, upon prior notice, for renewals, expenses, and any other unpaid fees at any time during the payment period, including applicable fees for your use of the Service exceeding the purchased amount of memberships, or other units of Services. You may add a purchase order number to an Invoice, if necessary for your internal payment processing requirements.

3.4 Late payments. In the event of late payments or non-payments (collectively, "Delinquent Accounts"), Finchline reserves the right to suspend the Services, charge interest on any past-due amounts, or downgrade your subscription until those amounts are paid in full, to be decided by us in our sole discretion. If, after working in good faith with the Customer, Finchline is not successful in resolving the Delinquent Account, any interest will accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Finchline. Further, Customer will reimburse Finchline for the reasonable costs of collection, including reasonable fees and expenses of attorneys.

3.5 When You Downgrade. If you choose to downgrade to a cheaper tier of the Services during your Subscription Term, you will remain responsible for any unpaid Service Fees under the higher subscription tier, and our Services under the prior subscription tier will be deemed fully performed and delivered upon expiration of the prior Subscription Term.

4. Termination

4.1 Term. Your subscription will automatically renew for the duration of the initial term agreed upon. We will notify you before your subscription renews with instructions on how to change or cancel your subscription, if you so choose.

4.2 Canceling Your Subscription. You may cancel your Finchline subscription at any time. If you decide to cancel your subscription, you will retain access to your account for the remainder of your Subscription Term. Any outstanding Invoices will become immediately due and payable in accordance with the payment terms set forth in this Agreement or on the applicable Invoice. We may also terminate this Agreement and cancel your subscription upon notice to you, in which case we will refund to you any prepaid fees covering the remainder of your Subscription Term after the effective date of termination.

4.3 Termination for cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to correct the breach within 5 (5) days following written notice specifying the breach. In addition, if a party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency, or for the appointment of a receiver, or makes an assignment for the benefit of any creditor, then the other party may terminate this Agreement immediately upon written notice. If you terminate this Agreement for cause under this Section (Termination for cause), we will refund to you any prepaid fees or expenses covering the remainder of your Subscription Term after the effective date of termination. If we terminate this Agreement for cause, you will pay any outstanding Invoices and any unpaid fees or expenses covering the remainder of the Subscription Term after the effective date of termination.

4.4 Effect of termination. Upon termination of this Agreement (or the expiration of any Subscription Term, if Customer has not renewed the Services, Customer's right to access and use the Services will immediately end, and Customer and its Authorized Users will immediately cease all use of the Services. The parties also will cease any and all use of Confidential Information belonging to the other party, and return or destroy any such Confidential Information upon request. In no event will any termination or expiration relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination.

4.5 What happens to your Customer Data. Upon termination of this Agreement or the expiration of the Subscription Term that is not renewed, we will have no further obligation to maintain or provide you with access to the associated Services and may thereafter, unless legally prohibited, delete any associated Customer Data in our systems or otherwise in our possession or under our control pursuant to our standard data retention policies and procedures.

4.6 Survival. The rights and obligations of Finchline and Customer contained in the following sections will survive expiration or termination of this Agreement: Sections 3 (Payment), 4.4 (Effect of Termination), 4.5 (What Happens To Your Customer Data), 4.6 (Survival), 6 (Confidentiality), 7.2 (Warranty Disclaimer), 11 (Indemnification), 12 (Limitations of Liability), and 13 (Miscellaneous).

5. Security; Data

5.1 Privacy Notice. The parties expressly incorporate by reference the Finchline Privacy Notice to ensure compliance with global laws and regulations related to the processing of Personal Information (defined in the Privacy Notice) in connection with the Services and this Agreement.

5.2 Compatibility. Provision of the Services to you involves the ongoing operation, support, and improvement of the Services. Finchline securely processes information related to how the Services are used by all customers and users to analyze, develop, protect, and improve the Services, including developing new features or functionality for the Services as well as developing new related or expected products or services. You acknowledge and agree that Finchline may process Personal Data for such purposes, and that such purposes are compatible with, reasonably necessary, and proportionate to providing the Services.

5.3 Acknowledgement. You acknowledge that: (a) Finchline is not a "Business Associate" as defined in HIPAA, and that the Services are not HIPAA compliant; (b) Finchline is not critical infrastructure, a banking service provider, or a high-risk or critical vendor as those terms are generally understood under applicable financial regulations; (c) Finchline does not act as a "school official" as defined under FERPA, and customers are solely responsible for using the Services only for non-FERPA covered purposes; and (d) you will not use Finchline Services to store, transmit or process any special categories of data as enumerated in GDPR Article 9(1) or any tax identification numbers, Social Security numbers, driver's license numbers, or other similar government identification numbers. Notwithstanding anything in our Agreement to the contrary and to the maximum extent permitted by law, Finchline will have no liability for any use of the Services in violation of this Section.

6. Confidentiality

6.1 Definition. "Confidential Information" means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer Confidential Information, provided that if you instruct us in writing or through the Services to share or otherwise publish your Customer Data, we are entitled to do so in accordance with this Agreement. Finchline Confidential Information includes: the software for the Services, whether in source or executable code; Product Research materials and information; nonpublic business, product, marketing, pricing and sales information; audit materials and reports; internal policies, procedures and controls; and the results of any performance tests of the Services. Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without knowledge of any breach of any obligation owed to the disclosing party; or (iv) is independently developed by the receiving party.

6.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The receiving party will: (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care); (b) not use or disclose any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information of the disclosing party, except as otherwise authorized by the disclosing party in writing, to only those employees, agents and contractors (including its Affiliates, legal counsel, auditors and accountants) who (i) need that access for purposes consistent with this Agreement and (ii) are bound to obligations of confidentiality that are not materially less protective of the Confidential Information than those contained in this Agreement.

6.3 Compelled disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by any court or governmental agency. Before disclosing such information, the receiving party must provide the disclosing party with sufficient advance notice of the request for the information to enable the disclosing party to exercise any rights it may have to challenge or limit the request to receive such Confidential Information.‍ If the receiving Party is compelled by law to disclose the disclosing party's Confidential Information as part of a civil proceeding to which the disclosing Party is a Party, and the disclosing Party is not contesting the disclosure, the disclosing Party will reimburse the receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7. Representations, Warranties & Covenants

7.1 Mutual commitments. Each party to this Agreement represents that it is duly authorized to enter into this Agreement on such party's behalf. Each party agrees to comply with all applicable laws and regulations with respect to its activities related to the Services and this Agreement.

7.2 Warranty disclaimer. Except as expressly provided for in this Agreement and to the maximum extent permitted by law, the Services are provided warranty free, on an "as is" and "as available" basis. We make no further representations, warranties or conditions of any kind, express or implied, including any warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement. We further disclaim any and all warranties arising from the course of dealing or usage of trade. Some jurisdictions do not allow the limitation or exclusion of certain warranties, or the exclusion or limitation of certain damages. If you reside in one of these states or jurisdictions, the above limitations or exclusions may not apply to you.

7.3 Acknowledgment and disclaimer. You acknowledge and agree that Finchline is a research platform only and does not provide investment advice, recommendations, or act as a dealer or investment adviser as defined under applicable Canadian securities laws, including but not limited to the Securities Act (Ontario) and related provincial securities legislation. The content and information provided and such derivative content and information developed through Finchline is for informational and research purposes only. Any investment decisions you make are solely your own responsibility and are made at your own risk. You understand that you may consult with a registered investment adviser before making any investment decisions. Finchline shall not be liable for any investment decisions, transactions, or related financial outcomes resulting from the use of our platform.

8. Feedback; Product Research

8.1 Feedback. If you or any of your Authorized Users send us feedback or suggestions regarding the Services, there is a chance we will use it, although we are not obligated to use it. If we choose to implement suggestions or feedback, then it becomes part of the Services and our property. Unless in the context of Product Research, all suggestions or feedback will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of any suggestions or feedback, nor will the submitter be entitled to any compensation for our use of their suggestion or feedback.

8.2 Product Research. As part of the Services, from time to time you or certain of your Authorized Users may be invited to participate in studies, focus groups, workshops, beta testing, or other research or testing of features, products or services, some of which may not yet be ready for general release ("Product Research"). Participation is completely voluntary. We are not forming a partnership, joint venture, agency, or employment relationship with you or your Authorized Users just by virtue of participating in Product Research. We are under no obligation to generally release the feature or functionality subject to Product Research, or to provide any special maintenance, technical support, or other service or support for Product Research. All materials associated with Product Research are provided on an "as is" and "as available" basis, without any warranties of any kind, express or implied.

9. Usage Data and Aggregated Data

9.1 Usage Data. Finchline may collect and analyze data and information about the provision, use, and performance of the Product and related offerings based on Customer's or User's use of the Service ("Usage Data"), and Finchline may freely use Usage Data to maintain, improve, enhance, and promote Finchline's products and services without restriction or obligation.

9.2 Aggregated Data. Finchline may only disclose Usage Data to others if the Usage Data is aggregated and anonymized and does not identify Customer, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between you and Finchline, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Finchline. You acknowledge that Finchline may compile Aggregated Statistics based on Customer Data input into the Services. You agree that Finchline may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer Confidential Information..

10. Disputes; Choice of Law

This Agreement will be governed by and interpreted in accordance with the internal laws of the province of Quebec, without regard to conflicts of laws principles. n the event of any controversy or claim arising out of or relating to this Agreement, or its breach or interpretation, the parties will submit to the exclusive jurisdiction of and venue in the courts located in the judicial district of Montreal, Quebec, Canada. Each party waives all defenses of lack of personal jurisdiction and inconvenient forum.

11. Indemnification

11.1 Indemnification by Finchline. Finchline will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Services infringe or misappropriate such third party's intellectual property rights (a "Claim Against Customer"), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Finchline in writing of, a Claim Against Customer. In the event that our right to provide the Services is threatened or enjoined, we may in our sole discretion either obtain the right to continue providing the Services, or replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate this Agreement upon thirty (30) days written notice without liability to you and refund any prepaid fees covering our Services on a pro-rata basis following the effective date of such termination. The above defense and indemnification obligations will not apply if the Claim Against Customer arises from: (i) the use or combination of the Services or any part thereof with any software, hardware, data, or processes not provided by Finchline, and the Services or use thereof would not infringe without such combination; or (ii) Customer Data, a Third Party Service, or Customer's material breach of this Agreement.

11.2 Indemnification by Customer. Customer will defend Finchline and its Affiliates against any claim, demand, suit or proceeding made or brought against Finchline by a third party: (a) alleging that the combination of a Third Party Service or configuration provided by Customer and used with the Services infringes or misappropriates such third party's intellectual property rights; or (b) arising from (i) Customer's use of the Services or Customer Data in an unlawful manner or in violation of the Agreement, (ii) any Customer Data or Customer's use of Customer Data with the Services, or (iii) a Third Party Service provided by Customer; ((a)-(b) each a "Claim Against Finchline"); and will indemnify Finchline from any damages, attorney fees and costs finally awarded against Finchline as a result of, or for any amounts paid by Finchline under a settlement approved by Customer in writing of, a Claim Against Finchline. The above defense and indemnification obligations will not apply if the Claim Against Finchline arises from Finchline's material breach of this Agreement.

11.3 Indemnification procedures. Each party's respective defense and indemnification obligations are contingent upon: (1) the indemnified party providing the defending party with prompt written notice of an eligible claim (no more than thirty (30) days after receipt of notice of the claim), as well as reasonable cooperation, assistance and information in the defense and settlement of any claim; and (2) the defending party having sole authority to defend or settle such claim (provided that the defending party will not enter into a settlement that is not confidential, requires an admission of fault, or imposes non-monetary relief without the indemnified party's prior written consent, which shall not be unreasonably withheld). The indemnified party will have the right to participate in the defense with counsel of its own choosing at its own expense, provided that such representation does not interfere with the defending party's right to control the defense.

11.4 Exclusive remedy. This Section 11 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any third party claim described in this section notwithstanding anything to the contrary in this Agreement.

12. Limitation of Liability

12.1 Notwithstanding anything in the Agreement to the contrary and to the maximum extent permitted by law, in no event shall either party be liable to the other party for any incidental, special, exemplary, consequential, or punitive damages, including loss of income, profits, or revenue, business interruption, or cost of substitute services, whether or not such party has been advised of the possibility of such damages, and whether any claim for recovery is based on theories of contract, warranty, tort (including negligence and strict liability), or otherwise.

12.2 Except for the excluded liabilities, notwithstanding anything in the Agreement to the contrary and to the maximum extent permitted by law, in no event shall either party's aggregate liability to the other in connection with this Agreement or Customer's access to and use of the Services exceed the total fees paid by Customer for the Services under which the claim arose in the twelve (12) month period preceding the claim or action, regardless of the form or theory of the claim or action.

12.3 Excluded Liabilities. For purposes of this Section 12, the "excluded liabilities'' means any liabilities arising from: (a) indemnification obligations under Section 11 (Indemnification); (b) breach of Section 2.1 (Services access and use); and (c) Customer's obligation to pay all outstanding Invoices, fees and expenses.

13. Miscellaneous

13.1 Updates to our Agreement. Our business, technology and Services evolve over time, and global laws and regulations are rapidly changing. Accordingly, we may need to modify our Agreement (including this Agreement) from time to time. If we make a material change to this Agreement, such changes will become effective on the date we publish the changes or as set forth in any notice we may provide about the changes. Your continued access to the Services will indicate you have accepted the modified terms. WE RESERVE THE RIGHT TO CHANGE THE SERVICE AND RELATED SERVICE FEES (OR BEGIN CHARGING SERVICE FEES) AT ANY TIME IN OUR SOLE DISCRETION.

13.2 Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party (not to be unreasonably withheld). Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

13.3 Notice. All notices required to be sent under this Agreement must be in writing and sent electronically to the email address associated with Customer's account. If the email address associated with the account is no longer valid, notice to Customer will be effective if given to the last known email address provided to us. Notice will be deemed given upon: (i) twenty-four (24) hours after the time sent via email, unless the sending party receives an automated message indicating that the email was not delivered; or (ii) immediately upon confirmation of receipt by the receiving party.

13.4 Relationship of the parties. Nothing in this Agreement will be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent.

13.5 Waiver and severability. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. This Agreement operates to the fullest extent permissible by law. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

13.6 Titles and headings. The section titles and headings are for convenience only and have no legal or contractual effect. The word "will" shall be construed to have the same meaning as "shall." The words "include," "includes," and "including" will be deemed to be followed by "without limitation." The word "or" will not be exclusive. The phrase "to the extent" will be construed to mean the degree to which a subject or other matter extends, and such a phrase will not simply mean "if." Where a word is defined herein, references to the singular will include references to the plural and vice versa. All references to "days" will be deemed to refer to calendar days unless otherwise specifically provided.

13.7 Entire agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, written or oral, concerning its subject matter. Notwithstanding any language to the contrary, no terms or conditions stated in any software, onboarding, support, marketing or other materials, will be incorporated into or form any part of this Agreement, and all such supposed terms or conditions shall be null and void.