TERMS OF SERVICE
These Terms of Service (the “Agreement”) govern use of the Services provided by FINNY AI, Inc. (“Company”) through the Platform. By checking the box below, the user agrees that the organization listed during registration (“Client”) is bound by this Agreement. The individual accessing the Services on behalf of Client represents that they are entitled to bind the Client to this Agreement.
If the Client has a separate Master Services Agreement or other written agreement with Company, that agreement will supersede this Agreement and govern the provision of Services.
Company may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on Company ’s website or the Platform. It is important for Client to review this Agreement before using the Services and from time to time. The updated Agreement will be effective as of the time of posting, and Client’s continued use of the Services after any such changes are effective will constitute Client’s consent to such changes.
1 SERVICES
1.1 Services. This Agreement between the Parties pertains to an AI -powered prospecting tool designed for financial advisors made available by the Company, through which the Client can automate lead identification, prioritization, and multi-channel outreach for internal prospecting and marketing purposes (the “Platform”) and includes access data on personal information and other business information made available by the Company through the Platform, along with any other information, content, and materials generated by or accessible through the Platform (the “Output Data”). Company makes the Platform available as a service as set out in this Agreement (the “Services”).
1.2 Subscriber Advisors. Client acknowledges that individual financial advisors within Client’s organization may enter into their own subscriptions for the Platform and Services under th e terms of this Agreement (each, a “Subscriber Advisor”). Each Subscriber Advisor receives their own dedicated Platform instance (each a “Platform Instance”), is responsible for their own subscription fees and usage, and may purchase additional seats within their individual instance to accommodate their team members.
1.3 End Users. Each Subscriber Advisor is responsible for managing the access to and use of their Platform instance by the individuals to whom they grant access (the “End Users”).
1.4 AI Output. The Company makes no representations as to the accuracy of the Services or any output derived therefrom (including lead data or outreach messaging). Client acknowledges that AI-based features may produce unpredictable outputs that are inaccurate, incomplete, or non -compliant with applicable regulations, and that such features are not intended to replace human judgment or compliance oversight.
1.5 No Financial or Legal Advice. The Services are provided for informational purposes only and do not replace Client’s own professional judgment. The Services do not constitute legal, financial or compliance-related advice and do not replace Client’s own professional judgement. Client acknowledges that any decisions made based on the Services are made at Client’s own risk and discretion.
2 PERMITTED USE AND CLIENT OBLIGATIONS
2.1 Permitted Use. Subject to Client abiding by the terms and conditions of this Agreement, Client shall have the limited, non-exclusive, non -transferable, and non -sublicensable right to use and access the Platform and Output Da ta solely for Client’s internal and professional use.
2.2 Restrictions on Use. Except as otherwise expressly provided herein, Client shall not: (i) provide access to, disclose, sublicense, or reproduce the Platform or documentation or Output Data to third parties; (ii) modify, adapt, translate, enhance, or alter the Platform; (iii) reverse engineer, decompile, or disassemble the Platform; (iv) introduce malicious code or conduct security testing without written authorization; (v) access source cod e or object code; (vi) circumvent access controls or forge credentials; (vii) resell any content created by the use of or resulting from the Services or Output Data; (viii) transfer rights under this Agreement except as expressly permitted; (ix) use the Services in a manner that could be construed as the Platform providing regulated advice, including legal, financial, investment, accounting, or other regulated advice and/or would cause the Platform to have to be registered with a g iven authority; ( x) use the Services for any illegal purpose or activity.
2.3 End Users. Subscriber Advisors may add additional End Users to their Platform Instance and may purchase additional seats within their Platform Instance to accommodate such End Users. End Users may include the Subscriber Advisor themselves and individuals under their direct supervision, employment, or professional affiliation such as administrative staff, junior advisors, or team members. Client shall be solely responsible for the use and access to the Services by End Users, as well as ensuring that there is no unauthorized use or access to the Services.
2.4 Client Obligations. All information and data submitted by Client or its Subscriber Advis ors to the Platform while using the Services is defined as “Client Data”. Client is solely responsible for the accuracy, quality, integrity, legality, and reliability of all data it discloses to Company hereunder, including any Client Data, personal information and Confidential Information (as defined below). Client represents and warrants that the Client Data and any content created through the Services does not contain any libelous or slanderous materials and is not otherwise objectionable. Client releases Company from any responsibility or liability in the event of non -compliance of Client or End Users with any applicable law, statute, rules, guideline or public policy, in connection to the collection, use and disclosure of Client Data, Confidential Information or other information in connection with the Services.
2.5 Third-Party Services. The Platform may integrate with third-party services and applications. Company has no responsibility for third-party services’ content, functionality, or availability and does not endorse such services. Client’s use of any third -party service is at Client’s own risk and subject to that service’s terms. If Client grants a third -party service access to Client’s account or data, Client is solely responsible for such access and any actions taken by the third -party service.
3 FEES AND PAYMENT
3.1 Fees. In consideration for the provision of the Services, each Subscriber Advisor shall pay to Company the applicable subscription fees (“Fees”) as set forth in the pricing schedule attached hereto in Schedule A and incorporated by reference (the “Pricing Schedule”). All pricing for Subscriber Advisors within Client’s organization shall be in accordance with the Pricing Schedule. Subscriber Advisors remain liable for the full subscription fees for their entire term and no reimbursement will be made for any cancellation of the Services or decrease in number of End Users on a Platform Instance during the term (if pricing is based on the number of End Users). Company may modify the Fees set forth in the Pricing Schedule upon reasonable prior written notice to Client and existing Subscriber Advisors. Any fee changes shall take effect (i) immediately for new Subscriber Advisors who commence their subscription after the notice date, or (ii) at the beginning of the next renewal term following the notice period for existing Subscriber Advisors. In the event of a fee increase, any existing Subscriber Advisor may terminate their subscription by providing written notice, with such termination effective at the end of the then -current term.
3.2 Payment Method. Payment shall be made by credit card or as designated by the Subscriber Advisor during Platform Instance setup.
3.3 Payment Terms. Subscriber Advisors will be billed monthly or as otherwise designated during Platform Instance setup, with payment due in accordance with the selected payment method. Any unpaid amount shall bear interest from the due date to the date of payment at the rate of 1.5% per month, or, if lower, the highest rate permitted under applicable law, such interest to accrue from day to day and to be compounded on a monthly basis. Default of payment may lead to suspension or termination of the Services. Payment shall be made without any right of set-off, recoupment, counterclaim, deduction, debit or withholding for any reason. Except as provided for herein, all payments made pursuant to this Agreement are non-refundable. For clarity, if a Subscriber Advisor opts out or cancels during a trial period, such opt-out does not entitle them to any refund of amounts previously paid, and all payments made are non-refundable.
3.4 Taxes. Fees are exclusive of all taxes imposed by applicable law in connection with the Fees, including, sales tax, goods and services tax, use, withholding or excise tax and all other like or similar taxes applicable to the provision of Services, except where such taxes are separately charged by Company. Client or Subscriber Adviser as applicable shall be responsible for the payment of all such applicable taxes.
4 INTELLECTUAL PROPERTY
4.1 Ownership of Platform. As between the parties, all rights, titles, and interests in and to the Platform, documentation (inclusive of all enhancements, changes, and modifications to the Platform and documentation), and Output Data, including all intellectual property and other pr oprietary rights therein are owned solely and exclusively by the Company. Nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer, or convey to or vest in Client any title, rights, or interest in or to any intellectual propert y, including in or to the Platform, the documentation or the Output Data, other than the rights specifically and expressly granted herein. Company reserves all rights not expressly granted to Client hereunder.
4.2 Client Data. Subject to the limited licenses granted herein, Client represents and warrants that, as between the parties, all rights, titles, and interests in and to the Client Data including any intellectual property and other proprietary rights therein are owned sole ly and exclusively by Client. Client shall abide by all laws, policies, procedures, guidelines or other rules applicable to Client Data.
Client acknowledges and agrees that by using the Services it will make available Client Data to the Company. Client hereby grants to the Company a personal, worldwide, royalty free and non -exclusive license to use the Client Data to provide the Services to the Client.
For the avoidance of doubt, Company may not use any Client Data or derivatives therefrom to train Company machine learning or artificial intelligence models. Notwithstanding the foregoing, Company may use Client Data to personalize and enhance recommendations solely for Client’s benefit.
4.3 De-Identified Data. Notwithstanding anything in this Agreement to the contrary, Client agrees that Company may use Client Data to create De-Identified Data. “De-Identified Data” means data and information that is collected or created by Client while providing the Services that does not identify any individual, or Client, or any End User. De -Identified Data may include data or information collected by Company when Client or its End Users access or use the Services, including technical data, performance data, statistical data, and connection data. As between Client and Company, Company owns all right, title, and interest, including all intellectual property Rights, in and to the De -Identified Data and may use such data for any lawful purpose. This includes using De -Identified Data to conduct research, improve the Services, create or build new products, build and train proprietary algorithms or models, engage in data analytics, and otherwise exploit the data for Company’s commercial purposes.
4.4 Feedback. Client assigns to Company all feedback, suggestions, recommendations, and ideas provided by Client regarding the Platform or Services.
5 CONFIDENTIALITY
5.1 “Confidential Information” means any and all data or information including the terms of this Agreement, the Client Data, specifications, documents, correspondence, research, software, web logs, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information, credentials and all information concerning the operations, affairs and businesses of a Party, the financial affairs of a Party and the relations of a Party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans) which is disclosed or made available (in any format) by such party (the “Disclosing Party”) in connection with the Agreement to the other party (the “Receiving Party”). The terms of the Agreement are deemed Confidential Information (including all Fees).
5.2 Confidentiality Obligations. The Receiving Party shall hold in strict confidence any Confidential Information under the same degree of care as it normally protects its own confidential information, but in no case less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disc lose Confidential Information in cases where (i) the information is made public through no fault of or contribution by the Receiving Party; (ii) the information was made available to the Receiving Party by a third party that was legally in possession there of and was free to disclose same; (iii) the information was independently acquired by third parties without access to or knowledge of the Confidential Information; or (iv) this disclosure was required by law or a court order, provided that the Receiving Party gives the Disclosing Party enough advance warning of this requirement so as to give the latter enough time to adopt whatever measures may be needed to avoid or limit the disclosure.
5.3 Publicity. Company may use Client logo and company name on Company website, during sales pitches and during fundraising events for the purpose of identifying Client as customer of Company. All such use shall be consistent with any branding or other guidelines provided and permission to use said logo and/or company name may be revoked at any time at Client’s sole discretion.
6 REPRESENTATIONS AND WARRANTIES
6.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the full right, power and authority to enter into this Agreement, grant the licenses set forth herein and to discharge its obligations hereunder; and (ii) the execution and delivery of this Agreement and the performance of its obligations hereunder does not and will not violate any agreement to which it is a party or by which it is or will be otherwise bound.
6.2 Exclusions. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. CLIENT ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE PLATFORM OR THE SERVICES PROVIDED HEREIN, AND THAT CLIENT HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS A GREEMENT. COMPANY MAKES NO WARRANTIES AS TO THE QUALITY OR TIMELINESS OF ANY RESPONSE TO A QUERY OR INTERACTION VIA THE SERVICES. CLIENT SPECIFICALLY ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR ENSURING ITS OWN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. ANY INFORMATION OR OUTPUT DATA PROVIDED THROUGH THE PLATFORM AND SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY TRIAL PERIOD PROVIDED TO SUBSCRIBER ADVISORS IS ALSO PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND.
7 INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1 Indemnification by Client. Client will indemnify and hold harmless Company and its affiliates, directors, officers, employees, and agents from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses, including reasonable attorneys’ fees brought or asserted by any third party arising out of or relating to: (a) the Client Data, including any allegation that Company’s processing or use of Client Data infringes on any third-party intellectual property, proprietary, or privacy right; (b) Client’s violation of applicable laws, rules, or regulations; or (c) Client’s gross negligence or willful misconduct.
7.2 Indemnification by Company. Company agrees to indemnify, defend, and hold Client harmless from and against any claim that the Services, or the provision, receipt, or use thereof as authorized by this Agreement infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, or that Company has failed to obtain or maintain any permissions, consents, authorizations, rights, or licenses necessary for Company to provide or Client to receive or the Services as authorized herein (an “IP Claim”).
7.3 Exclusions. Company’s indemnification obligation shall not apply to any IP Claim to the extent resulting from: (i) Client’s use of the Services in material breach of the applicable use rights or restrictions under this Agreement; (ii) unauthorized modifications to the Services made by Client; (iii) Client’s use of the Services in combination with third -party products or services that are neither supplied nor approved by Company nor reasonably intended or required in order to access or use the Services, where the IP Claim is predominantly directed to infringing aspects of such third-party products or services and would not have arisen but for such combination; or (iv) Client’s instructions.
7.4 Indemnification Procedure. A Party invoking the indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) in writing upon knowledge of any claim for which it may be entitled to indemnification under this Agreement. The Indemnified Party must permit the Indemnifying Party to have the sole right to control the defense and settlement of any such lawsuit (provided that the Indemnified Party may opt to participate in the defense at its own expense). The Indemnified Party must provide assistance to the Indemnifying Party in the defense of such a lawsuit, at the Indemnifying Party’s cost and expense. The Indemnifying Party must not enter into any settlement agreement or otherwise settle any such claim or lawsuit that does not contain a full and final release of all claims against the Indemnified Party without its express prior consent or request. Where Client invokes its rights as a result of a third party claim or allegation that the Services infringes any intellectual property right of any third party, Company may, at its own expense and at its sole discretion, (a) replace or modify the Services so as to be non -infringing, (b) obtain for Client a license to continue using the Services, or (c) terminate the Agreement.
7.5 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POS SIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. OTHER THAN EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 7 AND OTHER THAN EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO CASE SHALL EITHER PARTY’S LIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN THE AGGREGATE THE FEES PAID BY CLIENT OR SUBSCRIBER ADVISORS HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY. IT IS AGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CLIENT OF THE OBLIGATION TO PAY FEES AND THE OTHER A MOUNTS PAID TO COMPANY, PLUS ANY APPLICABLE TAXES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 7.5, COMPANY SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO ANY TRIAL PERIOD PROVIDED, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY TRIAL PERIOD IS US $100.
8 TERM AND TERMINATION
8.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year, unless earlier terminated in accordance with this Section 8. This Agreement shall automatically renew for additional one (1) year periods unless either Client or Company provides written notice of non -renewal at least thirty (30) days prior to the end of the then-current term.
8.2 Subscriber Advisor Terms. Each Subscriber Advisor’s term shall commence on their individual subscription date and continue for twelve (12) months, unless earlier terminated in accordance with this Section 8 (“Initial Subscriber Term”). Each Subscriber Advisor’s subscription shall automatically renew for additional twelve (12) month periods unless either the Subscriber Advisor or Company provides written notice of non -renewal at least thirty (30) days prior to the end of the then-current term. Company may agree to provide certain Subscriber Advisors with a trial period of the length specified in the Pricing Schedule at no charge. Subscriber Advisor’s Initial Subscriber Term shall commence following the end of any trial period.
8.3 Termination. Either party may, in addition to other relief, suspend or terminate this Agreement if (A) the other party commits a material breach of this Agreement, and either fails within 10 days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion; or (B) becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed, or a petition in bankruptcy is filed with respect to the Party and is not dismissed within 30 days.
8.4 Effects of Expiration or Termination. Upon expiration or termination, Company will cease providing Services and Client must immediately discontinue all use of the Platform. All Subscriber Advisor terms shall terminate as well. Subscriber Advisors each remain liable for the full subscription fees for their entire term, which fees are due and payable. Each party shall return or destroy the other party’s Confidential Information within thirty (30) days of termination.
8.5 Survival. The provisions of Sections 2, 3, 4-9 (as well as the definitions of terms related thereto) shall survive the termination or expiration of this Agreement, as well as any other provisions which by their meaning are intended to survive such expiration or termination.
9 GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to all the matters herein and supersedes all prior agreements, proposals, understandings, letters of intent, negotiations and discussions between the Parties, whether oral or written. This Agreement may only be amended by a written amendment signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then such provisions shall be read down so as to not be invalid or enforceable. The remaining provisions of this Agreement shall remain unaffected.
9.2 Notice. For Company, notices will be sent to [email protected] . For Client notices will be sent to the email address of their undersigned representative. For notices sent by email, the date of receipt will be deemed the date on which such notice is transmitted.
9.3 Jurisdiction. This Agreement shall be exclusively governed by the laws of the State of New York (and all federal laws applicable therein). The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the State of New York in respect of all matters and disputes arising hereunder.
9.4 Assignment and Delegation. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the Parties, their respective successors and permitted assigns. Client may not assign all or any part of this Agreement without the prior written consent of Company, which consent will not be unreasonably withheld, except to an affiliate.
9.5 Independent Contractor. It is expressly understood and agreed that each party shall be acting as an independent contractor in performing its obligations hereunder and shall not be considered or deemed to be an agent, employee, joint venture or partner of the other party. Nothing in this Agreement shall prevent Company from providing any services to any other person.
9.6 Waiver and Remedies. No delay or omission by a party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or default. All waivers must be in writing and signed by the party waiving its rights. Certain breaches of this Agreement result in irreparable harm and that monetary damages would be an inadequate remedy for such breach, namely with respect to Confidential Information and Company’s intellectual property rights to the Platform and Services.
9.7 Force Majeure. Neither party shall be liable for delays in or for failures to perform hereunder due to causes beyond reasonable control, including acts of God, service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power, surges or outages, epidemics, flood, earthquakes, riot, or war (each, a “Force Majeure Event”). Each party shall use commercially reasonable efforts to provide the other party with notice of any such events. If Company is unable to perform for a period of more than 30 days due to any such delay, Client may terminate this Agreement without liability to Company (other than fees and charges payable through the effective date of the Force Majeure Event).
SCHEDULE A
PRICING
Company will provide Client with its products and services on a subscription basis. The fees are as follows:
| Plan Type | Flexible Starter Package |
| Trial Period | 14 days |
| Initial Term | 1 year following trial period |
| Monthly Subscription Fee | $500 per month per End User |
| Billing Frequency | Monthly |
| Included Credits | 1,500 outbound emails; 500 AI voicemails; 5 direct mailers |
| Additional Email Domain | $250 per month per domain |
| Additional Phone Line | $100 per month per line |
| Additional Direct Mailer | $3 per month per card |
Additional Services are delivered at the above rates can be added and removed month-to-month with no commitment required.
