Last Updated: December 20, 2023
USE OF THE SOFTWARE AS A SERVICE (“SAAS”, “SOFTWARE”, “SERVICE” or “PLATFORM”) (AS DEFINED BELOW) PROVIDED BY FINNT, INC. (“FINNT”) AND REFERENCED HEREIN IS GOVERNED BY THE TERMS OF THIS MASTER SERVICES AGREEMENT (“AGREEMENT”). BY ACCEPTING THESE TERMS BELOW OR BY USING FINNT’S SOFTWARE IN ANY MANNER, YOU AND THE ENTITY YOU REPRESENT AND ANY AFFILIATE OF SUCH ENTITY INCLUDED IN THE SCOPE OF YOUR IMPLEMENTATION OF THE SOFTWARE (COLLECTIVELY, “CUSTOMER”) AGREE THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE FINNT SAAS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OR USE FINNT’S SOFTWARE AS A SERVICE (“EFFECTIVE DATE”).
1. USE OF THE SAAS
1.1 Product Usage. Subject to the terms of this Agreement, Finnt grants to Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Software solely for Customer’s internal business purposes and not for resale or further distribution. Customer’s right to access and use the SaaS shall be subject to Customer’s compliance with the terms and conditions contained herein and limited to the Subscription Plan and the Subscription Term purchased by Customer.
1.2 Authorized Users. Subject to the limits of the applicable Subscription Plan, Customer may allow its Authorized Users to access and use Finnt SaaS. The Customer is responsible for the acts and omissions of its Authorized Users in compliance with the Customer’s obligations under this Agreement.
1.3 SaaS Subscription Model.
1.3.1 Services at no cost. Finnt offers free Subscription Plans at no cost that have limited features, functionality, and volume tiers, for specified Subscription Terms. Finnt reserves the right to modify the free Subscription Plans at any time in its sole discretion or even discontinue, suspend or terminate them entirely, without prior notice to Customer.
1.3.2 Subscription Plan(s). The SaaS is provided through existing Subscription Plan(s). The Subscription Plan is a usage based pricing model where the customer only pays for the service and activity he/she has in the Finnt Platform. To check the most updated Subscription Plan(s) please visit www.finnt.com.
1.4 Pricing. Finnt reserves the right, in its sole discretion, to modify the pricing of its services and Subscription Plans, add new services or pricing plans for additional fees and charges, or amend fees and charges for existing services, at any time without prior notice to Customer.
2. ACCESS TO THE SAAS
2.1 Acceptable Use Policy. Customer will not use the Finnt platform to:
- Upload, post, email, or otherwise transmit any content that:
- Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’
- Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
- The Customer does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, any content that infringes any patent, trademark, trade secret, copyright)
- Impersonate any person or entity, or otherwise misrepresent Customer’s affiliation with a person or entity
- Interfere with or disrupt the sotware or servers or networks connected to the service, or disobey any requirements, procedures, policies or regulations of networks connected to the Software
- Intentionally or unintentionally violate any applicable local, state, national or international law or regulation.
2.2 Product Features. Finnt reserves the right to change, discontinue, delete or deprecate, at any time and at Finnt’s sole discretion, any product feature, support service and any custom report template that may be made available to or accessible by Customer, including through the Software as a Service. Custom reports could include, but are not limited to, custom JQL queries, ReportKit Applications, or other reports customized for Customer’s use.
2.2 Restrictions. Customer shall not permit or authorize any third party,including, but not limited to its Authorized Users, to:
- Copy, rent, sell, lease, sublicense, distribute, assign, or otherwise transfer rights to the software, or use the platform for the benefit of any third party, or make it available to anyone other than its Authorized Users.
- Use the Finnt Software to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or to process, send or store prohibited information, infringing or unlawful material, viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs.
- Disable any digital rights management, usage rules, or other security features of the software, or attempt to gain unauthorized access to, or disrupt the integrity or performance of, the software or the data contained therein
- Modify, copy, translate, enhance, decompile, disassemble, reverse engineer or create derivative works based on the SaaS, or any portion thereof.
- Get access or use the SaaS for the purpose of building a competitive product or service or copying its features or user interface;
- Remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the SaaS.
2.3 Suspension. Finnt reserves the right to restrict, suspend, or terminate access to the Software at any time, if in Finnt´s sole determination, Customer is using the Software in a manner that violates applicable laws or the terms of this Agreement, fails to make payment to Finnt, or any other reason that is affecting Finnt´s operations and business.
2.4 Beta Services. From time to time, Finnt may make Beta Services available to Customer at no charge. Customer may choose to utilize such Beta Services in Customer’s sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not fully supported and may be subject to additional terms and fees that may be presented to Customer. Beta Services are provided on an “as-is” and “as available” basis without any warranty, support, maintenance, storage, service-level agreement or indemnity obligation of any kind and are not considered “Software as a Service” hereunder, even if displayed in the user interface; provided, however, that all restrictions herein, Finnt´s reservation of rights and Customer’s obligations concerning the SaaS shall apply equally to Customer’s use of Beta Services. Finnt may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Finnt will have no liability for any harm or damage arising out of or in connection with a Beta Service. Beta Services may be considered Confidential Information of Finnt, if so denoted or communicated by Finnt to Customer. Customer will not disclose (including, but not limited to, in a press release or public statement) any information about, involving or regarding Beta Services (including the existence of), except as agreed by Finnt in writing.
3. PAYMENT TERMS
3.1 Payments. Subscription Plans are billed in advance of the Subscription Term and automatically renew for an equivalent renewal term, at the end of the Subscription Term, unless otherwise stated in an Order Form. Customer may opt not to renew for an equivalent renewal term by writing to Operations@Finnt.com Customer authorizes: (i) the card issuer to pay all such amounts and (ii) Finnt (or its billing agent) to charge the credit card account until the SaaS is terminated as set forth herein; provided, however, that if payment is not received from the credit card issuer, Customer agrees to pay all amounts due upon demand. Customer understands and agrees that it must provide current, complete and accurate billing and payment information. Additionally, Customer agrees to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances there may be banking or financial institution transaction fees or related charges, which Customer understands and agrees it shall be responsible to pay.
3.2 Credits. Finnt may, at its sole discretion, choose to offer credits, including discount codes or promotional campaigns. Credits are non-transferable and do not have any monetary or cash value. Any credits can only be used to offset fees per the terms and conditions expressly identified by Finnt and, unless otherwise stated by Finnt, shall no longer be redeemable sixty (60) days from the date of issuance.
3.3 Taxes. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for payment of all Taxes associated with its purchases hereunder (excluding taxes based on Finnt’s net income or property), and any related penalties and interest. Customer will make all required payments to Finnt free and clear of, and without reduction for, any withholding taxes.
3.4 Failure of Payment. If Customer fails to pay fees within five (5) business days of notice of delinquent payments, in addition to other available remedies, Finnt reserves the right to suspend or terminate access to the SaaS and delete the Customer Content (as defined below).
4. PRIVACY AND INFORMATION SECURITY
4.2 Hosting and Processing. Customer Content is hosted and stored by Finnt in the United States. In providing aspects of the SaaS, Finnt‘s service providers may process Customer Content, including, without limitation, any associated Personal Information, within the United States.
Finnt stores, uses, transfers, processes, and accesses Customer Content for the limited purposes of:
- Perform Finnt’sSobligations under this Agreement and any applicable Order Form
- Respond to service issues and requests for support
- Maintain and improve the SaaS. Finnt may also use Customer Content in a de-identified and aggregated form (“Aggregated Data”) for Finnt’s own business purposes, including use, duplication, modification, and creation of derivative works regarding usage and performance of Aggregated Data.
4.6 Customer Content Deletion. Finnt provides Customer with access to Customer Content and the ability to delete Customer Content through the Software. Upon termination of Finnt’s relationship with Customer, Finnt has no obligation to maintain or provide any Customer Content and will delete Customer Content unless prohibited by law.
4.7 Security. Finnt maintains appropriate physical, technical and organizational controls designed to safeguard Customer Content within its cloud storage from unauthorized access, use or disclosure. These controls will include measures designed to store Customer Content on servers located in a physically secured location; and the use of firewalls, access controls and similar security technologies designed to protect Customer Content from unauthorized disclosure. Finnt takes no responsibility and assumes no liability for any Customer Content other than its express security obligations in this section and Customer understands and agrees that Finnt will not be responsible or liable for any breach or loss of Customer Content resulting from Customer’s security configuration or administration of the Service.
4.8 Customer Security Obligations. Customer agrees that, without limiting Finnt’s obligations under Section 4.7, Customer is solely responsible for its use of the SaaS, including:
I. Maintain appropriate physical, technical and organizational measures designed to maintain a level of security for the Customer Content appropriate to the risk
II. Secure Customer’s systems and devices used to access the SaaS
III. Maintain its own backups of Customer Content. Without limitation of the foregoing, certain parts of the Software, including account management features, may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If Customer is authorized to gain access to any Password-Protected Areas, Customer agrees that Customer is entirely responsible for maintaining the confidentiality of Customer’s password and agrees to notify Finnt if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. Customer agrees that Customer is entirely responsible for any and all activities that occur under Customer’s account, whether or not Customer undertakes such activities.
5. THIRD-PARTY SERVICES
The Finnt SaaS or Documentation may display, contain links to, or connect with third-party products, services, and websites (collectively, “Third-Party Services”). Any statements, services, offers, or other information that constitutes part of the Third-Party Services made available by third parties on the Finnt website or software, or which are accessible through the SaaS are those of the respective authors or producers and not of Finnt or its stockholders, directors, officers, employees, agents, or representatives. Finnt does not control Third-Party Services and does not guarantee the accuracy, integrity or quality of such Third-Party Services. Third-Party Services are governed solely by the terms and conditions of those Third-Party Services and Finnt is not responsible for the performance of and does not endorse any Third-Party Services or any information or materials advertised in any Third-Party Services. If Customer installs, enables or integrates Third-Party Services with the SaaS that requires the transfer of Customer Content for the Third-Party Services to interoperate with the Finnt software, Customer grants Finnt permission to allow the provider of the Third-Party Services to access or receive Customer Content for the interoperation of that Third-Party Service with the Software as a Service. Finnt is not responsible or liable, directly or indirectly, for any transferring, transmitting, damage, disclosure, modification, deletion or loss caused to Customer or Customer Content by Customer’s use of or reliance on any Third-Party Services and Finnt does not guarantee the interoperability of such Third-Party Services with the Software as a Service.
6. PROPRIETARY RIGHTS AND CUSTOMER IDENTIFICATION
6.1 Finnt Trademark. “Finnt,” the Finnt logo, and any other product or service name or slogan displayed on the Software as a Service are trademarks of Finnt, Inc. or its Affiliates, and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Finnt or the applicable trademark holder. Customer shall not use any metatags or any other “hidden text” utilizing “Finnt” or any other name, trademark or product or service name of Finnt without prior written permission.
6.2 Customer Identification. Customer agrees, and hereby provides Finnt with the right and license to identify Customer as a user of the SaaS and use Customer’s name and logo on the Finnt website and marketing materials. Customer agrees to act as a customer reference for the SaaS and Customer agrees to respond reasonably to all such reference contacts.
6.3 Reservation of Rights. Finnt reserves all right, title and interest in the Funny Software and Finnt Materials, including all related intellectual property rights, and all other products, works, software and technology created, used, or provided by Finnt in connection with this Agreement, including any modifications, enhancements and improvements thereto.
7. CONFIDENTIAL INFORMATION; FEEDBACK
7.1 Use of Confidential Information. Means all confidential and proprietary information of a party (“Disclosing Party“) disclosed to the other party (“Receiving 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. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information. Receiving Party shall:
- Use Confidential Information of Disclosing Party only for the purposes described herein
- Hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party, (except as needed to carry out the purposes of this Agreement) in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall Receiving Party exercise less than reasonable care in protecting such Confidential Information
- Restrict access to the Confidential Information disclosed by the other Party to those of its employees, contractors, personnel, agents, and/or consultants, if any, who have a need to have access in order to carry out the purposes of this Agreement and who have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein
- To the extent practicable, upon request of the Disclosing Party return or destroy all Confidential Information of the Disclosing Party that is in its possession upon termination or expiration of this Agreement. Notwithstanding any other provision of this Agreement, Receiving Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that, to the extent permitted by law, the Receiving Party shall provide the Disclosing Party with prior notice of such compelled disclosure and reasonable assistance, at Disclosing Party’s request and expense, if the Disclosing Party wishes to contest the disclosure. Due to the unique nature of the Parties’ Confidential Information disclosed hereunder, there can be no adequate remedy at law for a Party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching Party. Therefore, upon any such breach, the Party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond.
7.3 Feedback. If Customer or its Authorized Users provide Finnt any suggestions, recommendations, comments, corrections, enhancements, feature and/or functionality requests or other feedback relating to Finnt’s current or future products or services, including Beta Services (“Feedback”), Finnt shall have the right to use the feedback in any manner, including, but not limited to future enhancements and modifications to the SaaS. Customer agrees that such feedback is given voluntarily, and hereby grants to Finnt and its assigns a perpetual, worldwide, transferable, sublicensable, fully paid-up, irrevocable, royalty free license to use, reproduce, modify, disclose, create derivative works from, distribute, commercialize and display the feedback in any manner and for any purpose, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to Customer or any third party.
8. WARRANTIES; DISCLAIMER OF WARRANTIES
8.1 Software Services. Finnt warrants that the features and functionality of the SaaS, as made available to Customer by Finnt, will perform the material functions described in the Documentation. Finnt‘s sole liability and Customer’s exclusive right and remedy for a breach of the foregoing warranty is for Finnt to correct or re-perform such material nonconforming aspects of the Software as a service. If Finnt fails to correct or re-perform such material nonconforming aspects of the SaaS within a reasonable time of receipt of written notice from Customer detailing the breach, Customer’s sole and exclusive remedy shall be to terminate the Agreement and have Finnt refund to Customer the pro-rata unused portion of any pre-paid fees applicable to the remaining portion of the applicable Subscription Term following the effective date of termination. The foregoing warranty will not apply to, and Finnt is not obligated to correct, non-conformities related to: (i) unauthorized modifications to the SaaS; (ii) use of the Software as a Service outside of the scope of this Agreement or as described in the Documentation; or (iii) Third-Party Services, software or equipment outside of Finnt‘s control.
8.1.1 Authority. Each Party hereby represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) that it has the legal power and authority to enter into this Agreement; and (iii) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
8.2 Export Compliance. Customer warrants it shall comply with all U.S. export control and economic sanctions laws and regulations as they relate to access to and use of the SaaS. Customer shall not access or use the Services if Customer is located in any jurisdiction in which the provision of the SaaS is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer shall not provide access to the Software as a Service to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents, warrants and covenants that (i) Customer is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (ii) Customer is not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) Customer shall not permit its Authorized Users or any agents to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; (iv) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer, its Authorized Users and its agents are located; and (v) Customer shall not access and use the Software as a Service for the benefit or on behalf of any person listed in any applicable government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list.
8.3 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, USE OF SERVICES PROVIDED BY FINNT, INCLUDING, BUT NOT LIMITED TO, THE SOFTWARE AS A SERVICE, AND CUSTOMER SUPPORT SERVICES IS AT CUSTOMER’S SOLE RISK. SUCH SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FINNT AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED INDEMNITIES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. FINNT DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ITS SERVICES, AND CUSTOMER RELIES ON SUCH SERVICES AT CUSTOMER’S OWN RISK. FINNT DOES NOT GUARANTEE THE ACCURACY, USABILITY, COMPLETENESS, OR USEFULNESS OF ANY CUSTOM REPORT, AND CUSTOMER USES CUSTOM REPORTING FEATURES AT CUSTOMER’S OWN RISK. ANY MATERIAL THAT CUSTOMER ACCESSES OR OBTAINS THROUGH FINNT’S SERVICES, INCLUDING CUSTOMER CONTENT, IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH FINNT’S SERVICES. FURTHER, FINNT DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SOFTWARE AS A SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR ALWAYS AVAILABLE AND FINNT WILL NOT BE LIABLE FOR LOSS, INACCURACY OR CORRUPTION OF DATA OR DELAYS, SERVICE FAILURES OR INTERRUPTIONS INHERENT IN THE USE OF THE INTERNET OR COMMUNICATION SYSTEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM FINNT OR THROUGH OR FROM THE SOFTWARE AS A SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9. LIMITATION OF LIABILITY
9.1 EXCLUSION OF REMEDIES. EXCEPT WITH RESPECT TO A BREACH OF CUSTOMER’S OBLIGATIONS, NEITHER CUSTOMER NOR FINNT SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, FOR ANY LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
9.2 Essential Basis of the Agreement. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 9 ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. The Parties each acknowledge and understand that the disclaimers, exclusions and limitations of liability set forth in this Section 9 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions this Agreement would be substantially different.
10.1 Indemnification by Finnt. Finnt will defend Customer at Finnt’s expense from any and all claims, demands, suits or proceedings (“Claims”) brought against Customer by a third party alleging that the use of the SaaS as permitted hereunder infringes such third party’s patent, copyrights, or trademarks, or misappropriates such third party’s trade secrets. Further, Finnt shall indemnify and hold Customer harmless against all costs (including reasonable attorneys’ fees) finally awarded against Customer by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Finnt, in connection with such Claims. If a Claim is received or is reasonably likely to be received, Finnt may, at Finnt’s option and sole discretion and expense, either (i) replace or modify the SaaS, or any part thereof, as appropriate, (ii) obtain a license for Customer to continue using the SaaS, (iii) replace the Software as a Service with a substantially equivalent service; or (iv) terminate the applicable Order Form and refund to Customer a pro-rated amount of any prepaid, unused fees applicable to the remaining portion of the then current Subscription Term following the effective date of termination. Notwithstanding the foregoing, Finnt will have no liability for any Claim that arises in whole or in part from: (a) modifications to the SaaS made by Customer or any third party; (b) the combination, operation or use of the SaaS with software, hardware, data or technology not provided by Finnt (where the infringement would have been avoided in the absence of such combination); (c) Customer’s use of the SaaS other than in accordance with this Agreement or in violation of applicable law; or (d) Third Party Software, Customer software or Customer Content. The indemnification obligations set forth in this Section 10.1 are Finnts sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind.
10.2 Indemnification by Customer. Subject to this Terms of Service, Customer will defend Finnt at Customer’s expense from any and all Claims brought against Finnt by a third party arising out of (i) allegations that Customer’s use of the SaaS beyond the scope described in this Agreement, violates the rights of such third party; (ii) Customer Content infringes or otherwise violates a third party’s property, privacy, or other rights; (iii) Customer’s breach of this Agreement; or (iv) Customer fails to comply with applicable laws, rules or regulations in performance of this Agreement. Further, Customer shall indemnify and hold Finnt harmless against all costs (including reasonable attorneys’ fees) finally awarded against Finnt by a court of competent jurisdiction, or paid to a third party in accordance with a settlement agreement signed by Customer, in connection with such Claims.
10.3 Indemnity Requirements. The party seeking indemnity under this Section 10 (“Indemnitee“) must give the other party (“Indemnitor“) the following: (i) prompt written notice of any claim for which the Indemnitee intends to seek indemnity, (ii) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the claim, at the Indemnitor’s sole expense, and (iii) sole control over the defense and settlement of the claim, provided that Indemnitor may not settle any Claim unless it unconditionally releases Indemnitee of all liability.
11.1 Governing Law. Enforcement of any dispute relating to this Agreement will be governed by the laws of the State of Florida, excluding its conflict and choice of law principles.
11.2 Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Finnt (not to be unreasonably withheld or delayed). Notwithstanding any provision in this Agreement, either party may assign this Agreement in its entirety, without the consent of the other party, to its successor in connection with a merger or acquisition (including by operation of law), corporate reorganization, or sale of all or substantially all of its assets. Any attempt by Customer to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.3 Entire Agreement. Subject to an Order Form, this Agreement sets forth the entire agreement and understanding between the parties with respect to its subject matter and supersedes and merges all prior and contemporaneous oral and written agreements, discussions and understandings between the parties with respect to its subject matter. In the event the parties have previously entered into a separate non-disclosure or confidentiality agreement, such agreement is terminated as of the Effective Date of this Agreement. In the event the parties enter into a separate non-disclosure or confidentiality agreement subsequent to the Effective Date, such separate agreement shall not modify, supplement or supersede the terms of this Agreement unless expressly set forth in such subsequent agreement. No terms or conditions set forth on any purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement, and all such terms or conditions shall be null and void.
11.4.1 Either party may terminate this Agreement or any applicable Order Form in the event of a material breach by the other party. Such termination may be effected only through a written notice to the breaching party, specifically identifying the breach or breaches on which such notice of termination is based. The breaching party will have a right to cure such breach or breaches within thirty (30) days of receipt of such notice, and this Agreement will terminate in the event that such cure is not made within such thirty (30) day period.
11.4.2 Either party may, at its option, terminate this Agreement and any applicable Order Forms immediately upon written notice to the other party, in the event (i) that the other party becomes insolvent or unable to pay its debts when due; (ii) the other party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; or (iii) a receiver is appointed or there is an assignment for the benefit of such other party’s creditors.
11.5 Survival. The terms and conditions which by their nature are intended to survive termination of this Agreement shall survive, including Restrictions, Disclaimer, Feedback, Indemnity, and Limitation of Liability. This Agreement contains the entire understanding of the parties on the subject matter hereof.
11.6 Independent Contractors. In making and performing this Agreement, Customer and Finnt act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, joint venture, partnership or employer and employee relationship between them. Except as expressly set forth herein, at no time will either party make commitments or incur any charges or expenses for, or in the name of the other party. Any fees, expenses or other amounts paid by Customer to Finnt hereunder shall not be considered salary for pension or wage tax purposes and neither Finnt nor its personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of Customer, unless otherwise required by law.
11.7 Modifications. Finnt reserves the right to modify the terms and conditions of this Agreement from time to time, by posting the modified terms on a Finnt website. Any updated version of these terms shall become effective as of the posting date and will supersede all prior versions. Customer’s continued use of the Software as a Service after the updated version has been posted, will constitute Customer’s acceptance of such updated terms and no separate notice will be required.
12. CONTACT US
All notices to be provided by Finnt to Customer under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on any Order Form or (ii) by electronic mail to the electronic mail address provided for Customer’s account owner. If Customer needs to give notice to Finnt, Customer must do so in writing by Courier or U.S. mail to 333 SE 2nd Ave, Suite 2000, Miami. FL 33131, Attn: Legal Department. All notices shall be deemed to have been given immediately upon delivery if by electronic mail, or, if otherwise delivered, then upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above. If Customer has any questions or concerns about the SaaS or this Agreement, Customer may contact us by email at firstname.lastname@example.org