2024.8.1
This Master Services Agreement (“Agreement”) is between FinnlyTech Inc. (“FinnlyTech,” “we,” “us,” “our”), a Minnesota corporation with a principal place of business at 807 Broadway St NE, Minneapolis, MN 55413, and the legal entity identified on any FinnlyTech Order (“Customer,” “you,” “your”) and is made as of the date any Quote for Products & Services (“Order”) is entered into and signed by the Parties (“Effective Date”). Customer and FinnlyTech may be referred to individually as a “Party” or collectively as “Parties.”
This Agreement controls the relationship between the Parties, and is incorporated and made a part of any Order between the Parties. FinnlyTech and Customer agree that the provisions of this Agreement apply to FinnlyTech’ provision of Services to Customer, and that in the event of a conflict between this Agreement and the Order the terms of the Order will control. All capitalized terms used but not defined inline within this Agreement will have the meanings ascribed to such terms in Section 1, Definitions.
1) Definitions. In this Agreement, the following terms, when capitalized, shall have the meanings stated in this Section and as defined inline throughout the Agreement:
a) In addition to the definition in the first paragraph, “Customer” includes any authorized subcontractor, agent or consultant acting on the Customer’s behalf.
b) “Confidential Information” means all information furnished or disclosed in connection with this Agreement by a party (“Disclosing Party”) to the other party (“Receiving Party”), including all Intellectual Property (defined below), terms of this Agreement, client information, pricing information, Personal Information, security measures and benchmark testing results, specifications, methodologies, and all other relevant information about the Disclosing Party’s business. Confidential Information does not include information that: (i) was known or possessed by the Receiving Party without confidentiality obligation before receipt from the Disclosing Party; (ii) is or becomes a matter of public knowledge through no breach of this Agreement; (iii) is lawfully available or received from a third party without confidentiality obligation; (iv) is authorized to be disclosed by a third party with the right to do so; or (v) is independently developed by the Receiving Party without the use of, or access to, the Disclosing Party’s Confidential Information.
c) The term “Customer Data” means the text, data, images, sounds, photographs, illustrations, graphics, programs, code and other materials transmitted or stored by Customer, and/or persons under Customer’s control through any Service provided hereunder.
d) The term “Documentation” means user guides, manuals, and release notes for the Services.
e) “Intellectual Property” means any and all proprietary information, trade secrets, know-how, trademarks, service marks, trade names, logos, corporate names, and domain names (and the goodwill associated) patents, patent disclosures, inventions, copyrights and copyrightable works, mask works, and rights in data and databases, and all other intellectual property rights, regardless of registration, and including all applications, renewals, or extensions of such rights, and all similar rights or forms of protection globally.
f) “Order” means FinnlyTech’ standard form or Statement of Work for ordering the Services.
g) “Personal Information” describes information that can be associated with a specific person and can be used to identify that person. “Personal information” shall not include information that has been made anonymous or aggregated so that it can no longer be used, whether in combination with other information or otherwise, to identify a specific person.
h) “Services” means the Software and other services provided by FinnlyTech hereunder.
i) The term “Software” refers to the FinnlySport suite of application software products.
2) Grant; Use. Subject to the terms of this Agreement, we grant you and you accept a non-exclusive, non-perpetual, terminable and non-transferable (except as provided in the Assignment Section below) license to access and to use the Services for you and your subsidiaries and affiliates’ internal business purposes. You are responsible for the acts and omission of your subsidiaries, affiliates, subcontractors, agents, and consultants with respect to their use of the Services and this Agreement. You agree not to use the Services or Software for any illegal purpose, or to achieve any unauthorized access to any systems, data, or property, or to violate any of the intellectual property rights of others. Your rights under this Agreement will automatically terminate upon expiration of or termination of this Agreement. Subject to the restrictions on use as set forth herein, Customer will have access to the Software and FinnlyTech' application server for the follow purposes only: (a) using the Software for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Software provided by FinnlyTech ad consistent with the terms of this Agreement; (b) for their intended purposes; (c) in a commercially reasonable manner that avoids negligent errors and violation of this Agreement; and (d) as permitted by law. Such use and access will be continuous on a 24 hour, 7 days-a-week basis except for interruptions by reason of maintenance (which will be communicated to Customer in advance in writing when it is commercially reasonable for FinnlyTech to do so) or downtime beyond FinnlyTech’s commercially reasonable control. The Customer understands that the reliability of the Internet and of connections to and from the Internet may be affected by factors beyond the reasonable control of FinnlyTech; because of this, it is impossible for FinnlyTech to guarantee that the service will be uninterrupted, that the Customer will be able to properly access and use the Software at all times, or that the Software will be provided or operate without error.
3) Ownership; Reverse Engineering; Restrictions.
a) FinnlyTech and its suppliers retain all title and ownership to the Services, and related Intellectual Property. FinnlyTech and its suppliers reserve all rights in the patents, copyrights, trade secrets and other Intellectual Property in the Services. You may not use the Services to provide time sharing services or operate a services bureau for third parties.
b) FinnlyTech hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except as permitted in compliance with the Assignment Section in this Agreement) license to prepare, reproduce, print, download, and use as many copies of the Documentation during the term of this Agreement as may be necessary or useful for any use of the Services under this Agreement.
c) You understand that the Services, Documentation, Confidential Information, and Intellectual Property constitute valuable properties and trade secrets of FinnlyTech, which are proprietary and confidential. You agree to maintain the confidentiality of such information and use your best efforts to protect the information to the extent permitted under all applicable laws as a trade secret by preventing unauthorized copying, use or disclosure of such information. In doing this you agree to maintain at least the same procedures that you maintain with respect to your own Confidential Information, which shall not be less than reasonable care. FinnlyTech will likewise keep all Customer Data confidential in an identical manner and not disclose to third parties.
d) You may not provide access to the Services or Documentation or disclose results of any benchmark test of the Services, to any third party without FinnlyTech’s prior written approval.
e) You may not remove, alter, or destroy any proprietary, trademark or copyright notices placed upon or contained within the Documentation. You acquire no rights of any kind in or to any trademark, trade name, logo or product designation under which the Services are marketed, and you may not make any use of the same for any reason.
f) You agree not to reverse engineer, modify, decrypt, extract, disassemble, copy, or decompile the Services, or permit anyone else to.
g) You will promptly notify us upon becoming aware of any unauthorized use or disclosure of any Services, Confidential Information, or Documentation.
h) Any and all Customer Data (other than your personal financial information or personally identifiable information) that you submit, post or display on or through the Services shall become the property of FinnlyTech. Once you submit, post or display any Customer Data on or through the Services, you no longer have any right, title or interest in or to that Customer Data (other than your personal financial information or personally identifiable information).
4) Charges and Payment. Except as otherwise set forth in an Order (i) the recurring Services fees (“Recurring Fees”) delineated on an Order are due within 30 days of the invoice date, and (ii) any applicable setup fee (“Initial Setup Fee”) as delineated in an Order is due and payable within 30 days of Customer’s receipt of an invoice from FinnlyTech. Customer shall notify FinnlyTech of any increase in the number of facilities, programs, or leagues for which the Customer is using the Services from what was stated on the Order. FinnlyTech has the right to take all reasonable action it deems appropriate to audit Customer’s use of the Services. If Customer exceeds the amount stated on the Order, the Recurring Fee will be increased accordingly. After the first year, and for each year thereafter, prices are subject to a maximum of 5% change by FinnlyTech upon sixty (60) days written notice to Customer. Any additional charges for Services not covered by the Recurring Fees or Initial Setup Fee shall be at FinnlyTech’s prevailing hourly rates and due and payable within 30 days from the date of Customer’s invoice from FinnlyTech. FinnlyTech shall invoice Customer for all sales or use taxes (unless Customer is exempt and provide a certificate of tax exemption), duties, or levies on the Recurring Fees or Initial Setup Fees at the then-prevailing rate, and such taxes, duties or levies shall be line items on all applicable invoices. Customer may be charged a late fee of 1.5 percent (1.5%) per month, or the highest rate permitted by law, whichever is less, on any undisputed amounts not received when due. Customer shall pay for all costs and expenses, including reasonable attorney and expert fees, incurred by FinnlyTech in enforcing its rights for payments under this Agreement.
5) Equipment and Third-Party Software. Certain Software provided by FinnlyTech may require that the Customer purchase certain computer hardware or software from third parties. The list of recommended hardware or software may be updated by FinnlyTech from time to time, and in the event of any such update (“Upgrade”) FinnlyTech shall provide notice to Customer of the same. The Customer will be responsible for the selection, purchase and maintenance of such hardware and software. If FinnlyTech determines that the Upgrade is required for the Services to function properly and to enable FinnlyTech to provide the Services to Customer efficiently and effectively, Customer shall obtain such Upgrade. If Customer declines such Upgrade, (1) Customer will pay for any additional services or and time spent that FinnlyTech determines is due to the failure to obtain the Upgrade, or (2) FinnlyTech may terminate this Agreement if the failure to implement the Upgrade would prohibit proper functionality of, or the ability to provide the Services efficiently and effectively.
6) Limited Warranty.
a) FinnlyTech warrants that the Services will substantially conform to and operate according to our then-current Documentation under normal and intended use. We further warrant to you that to the best of our knowledge and belief the Services provided by FinnlyTech, and not those provided by a third-party or modified by a third-party without FinnlyTech’s instruction, will not contain any contaminants, including any virus, trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person, or otherwise deprive Customer of its lawful right to use the Services.
b) FinnlyTech warrants that the Services performed under this Agreement will be performed in a professional and workmanlike manner, using generally accepted industry standards, by trained and skilled personnel in accordance with commercially reasonable standards, as applicable to the Services (if any); provided, however, that FinnlyTech will not be liable for violation of any applicable law, rule or regulation or any third party claim associated with the Customer Data unless unlawfully used or disclosed by FinnlyTech.
c) FinnlyTech warrants that FinnlyTech will maintain commercially reasonable security measures to protect the confidentiality of the Customer Data transmitted or stored by Customer, and/or persons under Customer’s control through any Service provided hereunder and warrants that FinnlyTech will maintain commercially reasonable security measures for its Services to prevent a breach, unauthorized access to or use of, or misappropriation of the Customer Data transmitted or provided by Customer under this Agreement.
d) The foregoing warranty shall commence the Effective Date and continue through the remainder of the term of this Agreement. As our sole liability to you in the case of a breach of the warranty set forth in this Section 6, we will repair the Services with respect to any error, non-conformity or defect so that the Services can be used substantially in accordance with the specifications set forth in the Documentation. We do not warrant that the Services will meet your requirements or will operate uninterrupted or error free. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 6(a), THE SERVICES ARE PROVIDED “AS IS”, AND TO THE FULLEST EXTENT PERMITTED BY LAW, FinnlyTech AND ITS SUPPLIERS EXCLUDE ALL OTHER EXPRESS AND IMPLIED TERMS, WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICES ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED TERMS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FINNLYTECH CANNOT GUARANTEE AND EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, ERROR FREE, DEFECT FREE, FREE OF HARMFULCODES, THIRD PARTY DISTRUPTION OR THAT FINNLYTECH WILL CORRECT ALL DEFECTS. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE INTERNET IS NOT A SECURE MEDIUM, MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO INTERRUPTION OR DISRUPTION AND MAY BE SUBJECT TO INADVERTENT OR DELIBERATE BREACHES OF SECURITY, FOR WHICH FINNLYTECH SHALL NOT BE HELD LIABLE.
7) Indemnification.
a) Subject to the limitations below, Each Party shall defend, indemnify, and hold harmless the other Party from and against third party demands, claims, actions, suits, or similar proceedings (“Claim”) for Losses (defined as any and all costs, expenses, damages, liabilities, fees, reasonable attorney and expert fees, penalties, fines, or judgments of any kind or nature whatsoever) to the extent it was caused by the Party’s material breach of this Agreement, or its negligent or willful misconduct or omissions. The Party requesting indemnification must notify the other party in a detailed writing as soon as practicable of its potential right to defense and indemnification. Indemnifying party shall have all control over the defense and resolution of the claim, and the Party requesting indemnification shall cooperate in such defense.
b) Indemnification Against Infringement Claim. At our expense we will defend, indemnify, and hold you harmless against (i) any breach of warranty by us under this Agreement, or (ii) any third-party claim that the Services infringe a patent, trademark, copyright, or other intellectual property right enforceable in any country in which FinnlyTech or its affiliated companies have operations in accordance with this Agreement (“Infringement Claim”). We will pay all costs, damages, and attorney's fees that a court finally awards because of such Infringement Claim, subject to the Limitation of Liability section below, provided that the foregoing obligation shall not apply to the extent that (i) any alleged Infringement Claim is based upon any modification of the Services not made by FinnlyTech; (ii) use of the Services in combination with any third party products or services, if such infringement, misappropriation, or violation would not have happened but for such combination; or (iii) any use of the Services by Customer that was not expressly authorized by FinnlyTech. You must give us prompt written notice of the claim, cooperate fully (at FinnlyTech’s cost) with its defense, and give FinnlyTech sole authority to control the case and any related settlement negotiations. We will not be responsible for any settlement made without our written consent. If a third-party infringement claim is sustained in a final judgment from which no further appeal is taken or possible, or if your use of the Services is enjoined by a court, then we shall, in our sole reasonable election and expense, either: (i) procure your right to continue to use the Services in accordance with this Agreement; (ii) replace or modify the Services to make them non-infringing; or (iii) if (i) and (ii) are not reasonably feasible, terminate this Agreement and refund to you the Initial Setup Fee and, in addition, any other fees paid by you during the 3-month period then preceding the termination.
8) Limitation of Liability.
a) The Parties agree that, to the fullest extent permissible under law, in no event shall a Party, and in the case of FinnlyTech, its suppliers, be liable to the other for any direct or indirect loss of profits or any incidental, consequential, indirect, special or punitive damages (including without limitation lost savings, loss of use or loss of data) arising out of or related to this Agreement or with respect to the installation, use or operation of the Services, whether in contract, tort, negligence or other form of action even if the party has been apprised of the possibility of such damages. This Section shall apply notwithstanding any failure of essential purpose of any limited remedy.
b) The Parties specifically agree that the total liability of either Party to the other for damages under this Agreement shall not exceed an amount equal to the Initial Setup Fee and any other fees paid by you within the 12-month period immediately preceding the last occurrence of the event under the Order that is the subject of the Claim.
c) FinnlyTech does not warrant, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any content or Customer Data submitted to the Services by Customer or customers, or any opinion, recommendation, or advice expressed therein, including, without limitation. FinnlyTech expressly disclaims any and all liability in connection with the Customer Data and other content. Under no circumstances will FinnlyTech be liable in any way for any Customer Data or content, including, but not limited to, any errors or omissions, or any loss or damage of any kind incurred as result of the use of any Customer Data or content posted, emailed, transmitted or otherwise made available via the Services.
d) The limits described in this Section 8 shall not apply with respect to a breach of the obligations under the Sections titled “Ownership; Reverse Engineering; Restrictions”, or the Section titled “Customer Obligations”.
9) Terms and Termination; Suspension of Account.
a) Subject to the terms and conditions contained herein, this Agreement shall commence on the Effective Date and shall continue for a term of three (3) years (the “Initial Term”). Upon expiration of the Initial Term, we may offer you the option of renewing the Agreement for one or more additional terms having a fixed number of months (each, a “Renewal Term” and collectively with the Initial Term, the “Term”). If you do not renew the Agreement for a fixed Renewal Term, it will automatically renew on to a three (3) year term basis unless and until one of us provides the other with at least thirty (30) days’ advance notice of non-renewal, or unless terminated earlier under the terms contained within this Agreement.
b) FinnlyTech may terminate this Agreement: (i) on written notice upon Customer’s failure to pay amounts when due, after 30 days’ written notice and failure to cure; (ii) for breach of a material provision of this Agreement, after 30 days’ written notice and failure to cure; (iii) immediately if FinnlyTech is unable to perform the Services hereunder due to Customer’s acts or omissions; (iv) upon any regulatory decision or governmental order requiring FinnlyTech to suspend Service(s), (v) at anytime without cause, or (vi) if Customer files for bankruptcy or reorganization or fails to discharge an involuntary petition therefore within 60 days after filing. Any termination hereunder, except under 9(c), shall subject Customer to applicable Termination Fee and other accrued charges.
c) Subject to potential Termination Fees and other charges, Customer may terminate this Agreement at any time by providing at least thirty (30) days' prior written notice to FinnlyTech.
d) If the Services are terminated before the end of the Term, Customer will pay an early termination charge equal to 100% of the Recurring Fees applicable for the remainder of the Term and any professional service, onboarding, offboarding, or other applicable fees (“Termination Fee”), except if: (i) Customer terminates because of FinnlyTech’s material breach, of which FinnlyTech had written notice and a reasonable time to cure; or (ii) FinnlyTech terminates without cause.
e) Upon the effective date of expiration or termination of this Agreement, (a) FinnlyTech will immediately cease providing the Services, and (b) all payment obligations of Customer under this Agreement will become due immediately.
f) Upon termination for any reason, Customer shall immediately cease use of the Services and shall, within 30 days following the date of termination, destroy ion or else return all copies of the Documentation and Confidential Information to us and FinnlyTech shall, within 30 days following the date of termination, return an electronic copy of Customer Data and destroy all Customer Data on its system.
g) FinnlyTech reserves the right, at its sole discretion, to decide whether Customer is in violation of this Agreement when submitting Customer Data or Use of the Services. FinnlyTech shall have the right, but not the obligation, without prior notice, to delete or otherwise remove Customer Data that violates this Agreement and/or to terminate your account for submitting such material. All decisions as to Customer Data and use violations shall be final.
h) FinnlyTech reserves the right to terminate or suspend your account at any time if it is in FinnlyTech’s best interest or to avoid violation of federal or state law.
10) Assignment. You may not license, sublicense, assign, sell, rent, lease, or otherwise transfer the Services or this Agreement without our prior written consent. Notwithstanding the foregoing, you may, without our consent, (a) assign this Agreement to a subsidiary or affiliate, provided you remain liable for such entity’s performance; and (b) assign this Agreement to another entity pursuant to a merger, consolidation, or acquisition of all or substantially all of your assets; provided that in each case you notify us of the assignment in writing and the assignee agrees to be bound by this Agreement.
11) Governing Law and Disputes. If a dispute arises out of or relates to this Agreement, the Parties agree to engage management in direct discussions in good faith to attempt to resolve the dispute. If the Parties cannot resolve within thirty (30) days, or other agreed upon time, the Parties can agree to engage in mediation or arbitration. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL ARISING OUT OF THIS AGREEMENT OR ANY PRODUCT AGREEMENT.
12) General.
a) Any failure by either Party to enforce at any time or for any period the provisions of this Agreement shall not be construed as a waiver of such provision, or of the right to enforce that provision.
b) Each of us agrees that any material breach of this Agreement may cause the other Party irreparable harm, and that such non-breaching Party may seek injunctive relief.
c) In the event any part of this Agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions.
d) The headings of each provision of this Agreement are for reference purposes only.
e) This Agreement may not be modified unless the modification is in a writing signed by both Parties. This Agreement, and the Order that accompanies it, is complete and constitutes the entire agreement between us with respect to the Software and Services. This Agreement will be binding on and will inure to the benefit of the heirs, executors, administrators, successors, and assignees of the Parties hereto but nothing in this Section will be construed as consent to any assignment of this Agreement except as provided above.
f) Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or 5 days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to FinnlyTech at the addresses set forth above, or addressed to Customer at the address set forth in the initial Order, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this paragraph.
13) Export Compliance. Client agrees to comply with all export and re-export control laws and regulations as may be applicable to any transaction hereunder, including, without limitation, the Export Administration Regulations promulgated by the United States Department of Commerce, the International Traffic in Arms Regulations promulgated by the United States Department of State, and any of the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury.
14) Force Majeure. Neither Party shall be liable for or be in breach of this Agreement, for failure or delay in performance to the extent caused by circumstances beyond the Party’s reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, war, terrorism, strikes or other labor or industrial disturbances, war, epidemic, pandemic, cyberattacks that could not have been reasonably prevented, internet or other system or network outages that could not have been reasonably prevented, governmental action, or interruption of, delay in, or inability to obtain on reasonable terms and prices adequate power, telecommunications, transportation, raw materials, supplies, goods, equipment, Internet or other services (“Force Majeure Event(s)”). At its option, Customer may terminate any Order where the Services thereunder are delayed more than sixty (60) days by a Force Majeure Event(s); provided, however, that Customer is not excused from paying FinnlyTech for all amounts owed for Services rendered and products provided prior to the termination of the Order. A Force Majeure Event may not extend any payment obligation of Customer by more than fifteen (15) days.
15) Customer Data and Information. Customer represents and warrants that it fully complies with applicable law governing the privacy and security of personally identifiable information, including but not limited to, the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), the Personal Information Protection and Electronic Documents Act of 2000 in Canada (“PIPEDA”), the California Consumer Protection Act (Cal. Civ. Code 1798.199) (“CCPA”), and the California Privacy Rights Act of 2020 (“CPRA”), and any other relevant state or federal privacy law (“Applicable Privacy Law”). Customer shall also identify such personal data for FinnlyTech and understands that such personal data may be stored and processed on servers based outside of the United States, unless required by Applicable Privacy Law and agreed to in writing. FinnlyTech does encrypt, at the application level, Customer’s Personal Information entered by Customer, and any information that would be considered personally identifiable information under the Applicable Privacy Law.
16) Customer Obligations.
a) Customer will cooperate with FinnlyTech in any onboarding or offboard of Services, and in providing information or access as necessary for FinnlyTech to efficiently provide the Services.
b) Customer will allow FinnlyTech, for the sole purpose of its Service performance hereunder, to copy, display, distribute, download, transmit and otherwise use the Customer Data solely on behalf of Customer.
c) Customer warrants and represents that it has all necessary right, title, and interest in the Customer Data, and that it has obtained all consents, licenses, permissions, and releases necessary to grant FinnlyTech the right to process the Customer Data in accordance with this Agreement.
d) Customer shall comply with all applicable laws and regulations and with FinnlyTech’ reasonable Policies and Procedures, which Policies and Procedures are communicated in writing, including by website link, as may be in effect from time to time.
e) The Customer Data will not violate or infringe the rights of others, including, without limitation, any patent, copyright, trademark, trade dress, trade secret, privacy, publicity, or other personal or proprietary right.
f) The Customer Data will not violate any laws to which Customer or FinnlyTech may be subject or constitute a defamation or libel of FinnlyTech or any third party and will not result in the obligation of FinnlyTech to make payment of any third-party licensing fees.
g) Customer acknowledges and agrees that FinnlyTech exercises no control over, and accepts no responsibility for, the content of the information passing through FinnlyTech’ network or the Internet. Customer assumes responsibility for its use of the Services, and the Internet. Customer understands and agrees further that the Internet contains materials some of which are socially inappropriate or may be offensive; and is accessible by persons who may attempt to breach the security of FinnlyTech and/or its network(s). FinnlyTech has no control over and expressly disclaims any liability or responsibility whatsoever for such materials or actions. Customer and its users and end users access the Service at their own risk.
h) FinnlyTech is not liable for the content of any data transferred either to or from Customer or stored by Customer or via the Services provided by FinnlyTech. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICES AND FOR ANY CONSEQUENCES THEREOF. THE CONTENT YOU SUBMIT, POST OR DISPLAY WILL BE ABLE TO BE VIEWED BY OTHER USERS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, OTHER TEAM MEMBERS AND THOSE AFFILIATED WITH YOUR TEAM. YOU SHOULD ONLY PROVIDE CONTENT THAT YOU ARE COMFORTABLE SHARING WITH OTHERS. YOU ACKNOWLEDGE THAT YOU HAVE NO EXPECTATION OF PRIVACY WITH RESPECT TO ANY CONTENT YOU SUBMIT ONLINE AND THAT ANY CONTENT YOU SUBMIT MAY BE VIEWED BY OTHER USERS OF THE SERVICES.
i) Customer is solely and exclusively responsible for establishing and maintaining the security and confidentiality of Customer Data and of user accounts, ids, passwords, encryption keys, and any other personal identifiers.
j) Customer is responsible for retaining a backup of Customer Data outside the Services.
k) Customer will keep FinnlyTech notified of any changes in people authorized to act for Customer, any changes in address or communication information, and any other changes in Customer’s environment that could impact the Services.
l) Customer will use equipment, which is professional grade, uses a business class operating system, meets manufacturer current specifications and is supported under a current manufacturer’s warranty; operating systems and other software which are business class, meet the software publisher’s and/or vendor’s current program specifications and are supported under the software publisher’s and/or vendor’s current defined lifecycle policy; and equipment, operating systems and other software having the current capability to be supported by FinnlyTech.
m) You will not post, upload or otherwise exchange any content through use of the Services that is infringing, obscene, threatening, defamatory, fraudulent, abusive, harassing, or discriminatory, including content that is infringing on third party intellectual property rights and/or third party privacy rights.
n) You will not access, tamper with, or use areas of the Services or FinnlyTech’s systems that exceed the scope of your authorization.
17) Privacy.
a) In order to provide you with the Services, we may ask you to provide us with some Personal Information. This may include a name, an email address, a password, phone number, address, and date of birth. In most cases a name is required as well. FinnlyTech will not disclose, sell, rent, or lease any Personal Information to others unless we are required by Applicable Privacy Laws or legal process to provide such personal information and otherwise except as described in this Agreement. CUSTOMER CONSENTS TO THE COLLECTION, USE, AND DISCLOSURE OF CUSTOMER’S PERSONAL INFORMATION, AS APPLICABLE AND SUBJECT TO THE TERMS OF THIS AGREEMENT AND CONSISTENT WITH APPLICABLE PRIVACY LAWS.
b) THE SERVICES ARE NOT DIRECTED TO, AND NOT INTENDED FOR THE USE OF, CHILDREN UNDER THE AGE OF 16. IF YOU ARE UNDER THE AGE OF 16, PLEASE DO NOT REGISTER OR SUBMIT ANY PERSONAL INFORMATION TO FINNLYTECH. A parent or legal guardian may enter Personal Information for a person under age 16.
c) You may need to pay for your use of the Services using a credit or debit card. We use third party payment card processing companies engaged by us to process payments in connection with the Services. Your credit card information is processed and retained by these third parties and will not be passed on to FinnlyTech. FinnlyTech does not store your payment card information in any way.
d) You also may use FinnlyTech to collect funds from other users. We may deduct a payment processing fee from these fund transfers. The fund transfers are accomplished using a third party payment system, which is subject to separate terms with that third party. No one at FinnlyTech has access to the credit card information. Credit card information is handled by highly-secure third parties. FinnlyTech does not store credit card details in its databases.
e) As a general rule we use your information, including Personal Information, solely to provide the Services. However, during the process of developing and troubleshooting the Services, it may be necessary to look at pieces of your information to improve the Services or resolve a problem or dispute. Also, when you write us to request support, our skilled customer support representatives may look at your information in order to assist you. We may also access and use your information to compare information for accuracy and verify it with third parties or to comply with applicable law or legal process.
f) When we identify a co-brand partner for a site or event, you agree that we may share contact information and transaction data (excluding credit or debit card numbers) with that partner. Information shared with a co-brand partner is subject to their privacy policy. We do not control the privacy policies of co-brand partners and we encourage you to review their privacy policies.
g) We use third-party service providers to help measure our content and advertising effectiveness and to serve ads on our behalf and on behalf of other third-parties. We may share some anonymous, aggregated demographic information with some of these service providers, but we do not share any personally identifiable information except as specified in this Agreement.
h) We retain information as long as it is necessary and relevant for our operations. In addition, we may retain Personal Information from closed accounts to comply with the law, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigation, enforce this Agreement and take other actions permitted by law.
