Terms of Service

These Terms of Service together with any applicable Order Form (the “Agreement”) are a binding contract between Finny AI, Inc. (“Finny”) and each of: (a) the individual advisor registering for the Services, including any entity through or with which such individual conducts, manages or operates their advisory business or receives advisory-related revenues (including without limitation any professional services entity, holding company, operating company, partnership, limited liability company or other controlled entity of such individual identified during registration or which accesses or uses the Services) (collectively, the “Subscriber Advisor”); and (b) the registered investment advisor with which the Subscriber Advisor is affiliated (collectively with its affiliated Subscriber Advisors, the “Client”).

Finny recognizes that Subscriber Advisors and Clients may conduct their advisory business and maintain client accounts and records through one or more third-party custodians, supervisory firms, platform providers, or other financial institutions or service providers (each, a “Firm”). As part of the Subscriber Advisor and the Client’s registration for the Platform, each shall duly inform Finny in writing of all relevant Firms.

By registering for or accessing the Services or signing an order form (an “Order Form”), each Subscriber Advisor, on its own behalf and on behalf of the Client (as applicable): (i) agrees to be bound by this Agreement as a Subscriber Advisor, in their personal capacity and on behalf of any entity included within the definition of Subscriber Advisor; and (ii) represents and warrants that they have the full power, authorization, and legal right to enter into and perform the obligations under these Terms of Service, that these Terms of Service constitute valid and binding obligations of the Subscriber Advisor and Client (as applicable), and that the execution of these Terms of Service does not violate, conflict with, result in a breach of the terms, conditions, or provisions of, or constitute a default or an event of default under any other agreement to which Subscriber Advisor is bound.

This Agreement is effective as of the earlier of the date Client first accesses the Services and the date Client signs an Order Form if applicable (the “Effective Date”).

If the Client or Subscriber Advisor has a separate Master Services Agreement or other written agreement, or if a Firm has a Master Services Agreement that is binding with respect to the Client or Subscriber Advisor (the “Master Agreement”) with Finny governing the provision of the Services, such agreement will remain in force. Where the terms of this Agreement supplement the terms of the Master Agreement, both shall apply. In the event of any contradiction between this Agreement and the Master Agreement, the Master Agreement shall supersede and have precedence.

Finny may amend any part of these Terms of Service (including any terms or documents incorporated by reference in this Agreement) at any time, in accordance with Section 10.1. 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 and/or Subscriber Advisor’s continued use of the Services after any such changes are effective will constitute 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 Finny, through which the Client can automate lead identification, prioritization, and multi-channel outreach for internal prospecting and marketing purposes (the “Platform”) and includes data on personal information and other business information made available by Finny through the Platform, along with any other information, content, and materials generated by or accessible through the Platform (the “Finny Data”). Finny makes the Platform and Finny Data available as a service as set out in this Agreement (the “Services”). Each Subscriber Advisor or Client, as applicable, who receive access to a Platform instance (each a “Platform Instance”), shall be responsible for their own subscription fees and usage, and may purchase additional seats within their individual instance to accommodate their team members.

1.2 Subscriber Advisor Subscriptions

Individual Subscriber Advisors within Client’s organization may enter into their own subscriptions for the Platform and Services under the terms of this Agreement, and each such subscription creates direct obligations owed by the applicable Subscriber Advisor to Finny, enforceable against such Subscriber Advisor independently of Client. Client and each Subscriber Advisor shall be jointly and severally liable to Finny for all obligations under this Agreement and any applicable Order Form or Pricing Page, including the payment of all Fees.

1.3 End Users

Each Client is responsible for managing the access to and use of the Services by the individuals to whom they grant access (“End Users”).

1.4 AI Output

Finny 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 laws and regulations, and that such features are not intended to replace human judgment or compliance oversight. Client is solely responsible for ensuring all AI-generated content complies with applicable laws before use.

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. 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 the Client and Subscriber Advisor’s ongoing compliance with the terms and conditions of this Agreement, Client and Subscriber Advisor shall have the limited, non-exclusive, non-transferable, and non-sublicensable right to use and access the Platform and Finny Data solely for Client’s internal and professional use.

2.2 Restrictions on Use

Except as otherwise expressly provided herein, neither Client or Subscriber Advisor shall: (i) provide access to, disclose, sublicense, or reproduce the Platform or documentation or Finny 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 code 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 Finny 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 given authority; (x) use the Services for any illegal purpose or activity.

2.3 End Users

Client or Subscriber Advisors as applicable may add additional End Users to their Platform Instance and may purchase additional licenses 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 and Subscriber Advisor 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. For purposes of this Agreement, each End User that a Subscriber Advisor permits to access or use the Services (including any Platform Instance) that is also a registered advisor shall be deemed a “Subscriber Advisor” and a party to this Agreement, and shall be subject to and bound by all obligations, restrictions, and liabilities applicable to a Subscriber Advisor under this Agreement (including, for the avoidance of doubt, payment obligations).

2.4 Client Obligations

“Client Data” means all information and data submitted by Client, Subscriber Advisors or the End Users to the Platform. Client and Subscriber Advisors are solely responsible for the accuracy, quality, integrity, legality, and reliability of all data it discloses to Finny hereunder, including any Client Data, personal information and Confidential Information (as defined below). Client and Subscriber Advisors each represent and warrant that the Client Data and any content created through the Services does not contain any libelous or slanderous materials and is not otherwise objectionable. All outbound communications generated or facilitated through the Services shall be disseminated by Client, in Client’s own name and branding, via Client’s email domain or systems and no such communication shall identify Finny, reference the Services, or state or imply any affiliation, endorsement, or involvement of Finny with respect to Client or the communication.

Client and Subscriber Advisor are responsible for (i) reviewing and approving all content and required disclosures before delivering any outbound messaging; (ii) adhering to any applicable restrictions on delivery including volume and time-of-day limitations; and (iii) ensuring outreach complies with all applicable laws and regulations including but not limited to FINRA, SEC, CAN-SPAM, and TCPA requirements. Client and Subscriber Advisor are responsible for obtaining any required consents and honoring opt-out and Do-Not-Call requests. Client and Subscriber Advisor shall maintain appropriate supervisory oversight over End Users to ensure compliance with this Section.

2.5 Third-Party Services

The Platform may integrate with third-party services and applications. Finny 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 and/or Client as applicable shall pay to Finny the applicable subscription fees (“Subscription Fees”) and success fees (“Success Fees”), and all other fees (collectively, “Fees”) as set forth in this Agreement and the applicable Order Form or the pricing page displayed during Platform Instance setup and available in each Client or Subscriber Advisor’s Platform Instance (a “Pricing Page”). Subscriber Advisors and/or Client remain liable for all Fees for their entire term and no reimbursement or reduction in Fees 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).

3.2 Success Fees

If the Order Form or Pricing Page provides for Success Fees, each Subscriber Advisor and/or Client shall pay Finny Success Fees for each converted lead that opens an account with the applicable Subscriber Advisor and/or Client who was identified, contacted, or introduced to Subscriber Advisor and/or Client through their use of the Services, regardless of whether initial account funding occurs before or after expiration or termination of this Order Form or the Subscriber Advisor Term (each, a “Qualifying Client”), as determined in Finny’s sole discretion, acting in good faith. The Success Fee is equal to the applicable percentage displayed in the Order Form or Pricing Page per year (or such other period provided) multiplied by the AUM or revenue as applicable for each Qualifying Client and accrued and payable quarterly, or such amount provided in accordance with an Order Form or the Pricing Page. Unless otherwise agreed by Finny in writing, the Success Fees shall be earned and are payable for so long as such Qualifying Client remains a client of the applicable Subscriber Advisor and/or Client on an ongoing basis and in perpetuity (“Success Fee Period”). For greater certainty, Subscriber Advisor and/or Client’s obligation to pay such Success Fees shall survive any expiration or termination of this Agreement and any applicable Order Form for the entire Success Fee Period for each Qualifying Client.

Unless otherwise agreed by Finny in writing, for each Qualifying Client, “AUM” means the total assets under management in the Qualifying Client’s account as of the last business day of the billing calendar quarter.

3.3 Pricing Modifications

Finny may modify the Fees set forth in the Pricing Page 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. Subscriber Advisors should review their applicable Fees in the Platform Instance from time to time.

3.4 Payment Terms

Subscriber Advisors and/or Client will be billed for Subscription Fees monthly and Success Fees Quarterly or as otherwise designated during Platform Instance setup, on their Order Form, or on their Pricing Page 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. Subscriber Advisor and Client shall reimburse Finny for all reasonable costs of collection (including attorneys’ fees and expenses) incurred in enforcing payment obligations. 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.

3.5 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. Client or Subscriber Advisor as applicable shall be responsible for the payment of all such applicable taxes.

3.6 Departing Subscriber Advisor

If a Subscriber Advisor ceases to be affiliated with Client, all Success Fees payable in respect of each Qualifying Client attributable to such Subscriber Advisor shall remain earned and payable by Subscriber Advisor on an ongoing basis for the remainder of the applicable Success Fee Period. If any Qualifying Client attributable to such Subscriber Advisor remains a client of Client rather than Subscriber Advisor, Client shall not reassign such Qualifying Client to another Subscriber Advisor (the “Successor Subscriber Advisor”) unless, as a condition of such reassignment, the Successor Subscriber Advisor assumes and agrees to pay all Success Fees payable in respect of such Qualifying Client for the remainder of the applicable Success Fee Period in accordance with the terms applicable to the departing Subscriber Advisor. If Client reassigns any such Qualifying Client without obtaining such assumption, or if the Successor Subscriber Advisor fails to pay any assumed Success Fees, Client shall pay Finny the Success Fees that would otherwise have been payable in respect of such Qualifying Client.

4. Information Rights

4.1 Reporting

For so long as Subscriber Advisor and/or Client is required to pay Success Fees, Finny shall have the right to a system integration (including via API) with Subscriber Advisor Subscriber Advisor and/or Client (as applicable) that provides Finny on a continuous and ongoing basis with the information reasonably necessary to determine all conversions of Qualifying Clients attributable to the Services and to calculate any Success Fee payable under the applicable Order Form or Pricing Page (the “API Feed”).

The API Feed shall include, as applicable: (a) all prospects or customers of Subscriber Advisors and/or Client (as applicable); (b) the date of each conversion; (c) the number of accounts opened, onboarded, or funded; and (d) the assets under management attributable to each account, including the average client AUM or other metric used to calculate such Success Fee. Finny may modify the technical specifications and data fields for the API Feed from time to time, and Subscriber Advisor and Client shall implement such modifications within the timeframe specified by Finny (acting reasonably). Subscriber Advisor and Client shall (i) obtain and maintain all permissions, consents, authorizations and agreements required from the Firm or any other third parties to enable such integration and data sharing with Finny; (ii) provide Finny with all information and cooperation reasonably requested by Finny to implement and support such integration (including technical contacts at the Firm); and (iii) ensure that no agreement with the Firm restricts or prohibits Subscriber Advisor’s and Client’s obligations under this Section 4.1.

To the extent any such information is not available to Finny through integration of the API, at each applicable Success Fee payment period, Subscriber Advisor and/or Client shall provide written reports reasonably detailing any information missing from the API Feed such that Finny can identify all conversions attributable to the Services and the information reasonably necessary to calculate any Success Fee payable. Subscriber Advisor and/or Client shall be responsible for obtaining all information required from the Client, Firm, its custodian, or any other third party to complete the API Feed to Finny’s satisfaction. If Subscriber Advisor or Client fails to provide the API Feed, reports, or information required under this Section 4.1 in the manner and timeframe required by Finny, then Finny may, in its sole discretion, estimate the Success Fees owed based on available information (including platform usage, campaign activity, lead interactions, and industry-standard assumptions) and invoice such amounts to the Subscriber Advisor and/or Client, and such invoice shall be due and payable in accordance with Section 3.4.

4.2 Audit Right

Client and Subscriber Advisor as applicable shall maintain complete and accurate books and records relating to the attribution of leads and the calculation of any Success Fee payable under the applicable Order Form or Pricing Page, including any records, statements, reports, or data received from, maintained by, or made available through the Firm that relate to conversions, Qualifying Clients, AUM, revenue, or any other metric used to calculate Success Fees. Finny, at its expense, upon no less than thirty (30) days’ prior written notice to each Subscriber Advisor and/or Client, shall have the right to audit such records at Subscriber Advisor and/or Client’s offices during regular business hours, solely to verify the accuracy of the applicable reports, invoices, and other charges or payments relating to such Success Fee. Without limiting the foregoing, Client and Subscriber Advisor shall provide Finny with copies of any such Firm records, statements, reports, or data reasonably requested by Finny in connection with any such audit. Any such audit shall be conducted in a manner that does not unreasonably interfere with Subscriber Advisor and/or Client’s operations and shall remain subject to the confidentiality obligations of this Agreement.

5. Intellectual Property

5.1 Ownership of Services

As between the parties, all rights, titles, and interests in and to the Services, the Platform, documentation (inclusive of all enhancements, changes, and modifications to the Platform and documentation), and Finny Data, including all intellectual property and other proprietary rights therein are owned solely and exclusively by Finny. Nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer, or convey to or vest in Subscriber Advisor or Client any title, rights, or interest in or to any intellectual property, including in or to the Platform, the documentation or the Finny Data, other than the rights specifically and expressly granted herein. Finny reserves all rights not expressly granted to Subscriber Advisor or Client hereunder.

5.2 Client Data

Subject to the limited licenses granted herein, Client and Subscriber Advisor represent and warrant 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 solely and exclusively by Client or the Subscriber Advisor, as applicable.

Client and Subscriber Advisor acknowledge and agree that by using the Services they will make available Client Data to Finny. Client and Subscriber Advisor hereby irrevocably grant to Finny a worldwide, royalty free and non-exclusive license to use the Client Data to provide the Services to the Client and Subscriber Advisor.

For the avoidance of doubt, Finny may not use any Client Data or derivatives therefrom to train Finny machine learning or artificial intelligence models. Notwithstanding the foregoing, Finny may use Client Data to personalize and enhance recommendations solely for the benefit of the Client and Subscriber Advisor.

5.3 De-Identified Data

Notwithstanding anything in this Agreement to the contrary, Client and Subscriber Advisor agree that Finny may use Client Data to create De-Identified Data. As between Client, Subscriber Advisor and Finny, Finny 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 Finny’s commercial purposes. “De-Identified Data” means data and information that is collected or created in connection with Client or Subscriber Advisor’s use of the Services, stripped of identifiers such that it does not identify any individual, or Client, or Subscriber Advisor and which cannot reasonably be used by Finny to re-identify any individual, or Client, or Subscriber Advisor. De-Identified Data may include data or information collected by Finny when Client or Subscriber Advisor access or use the Services, including technical data, performance data, statistical data, and connection data. For greater certainty, De-Identified Data is Finny Data and is not Client Data or Client Confidential Information.

5.4 Feedback

Client hereby irrevocably assigns to Finny all right and title to any feedback, suggestions, recommendations, and ideas provided by Client regarding the Platform or Services.

6. Confidentiality

6.1 Definition

“Confidential Information” means any and all data or information including the terms of this Agreement, Finny Data, 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).

6.2 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. The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose other than as required under this Agreement and shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and advisors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Notwithstanding the foregoing, the Receiving Party may disclose 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 thereof 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.

6.3 Publicity

Finny may use Client’s logo and company name on Finny’s website, during sales pitches and during fundraising events for the purpose of identifying Client as a customer of Finny. At Finny’s reasonable request, Client shall cooperate with Finny to prepare and publish a case study regarding Client’s use of the Services, including by providing reasonably requested information, participating in interviews, and reviewing drafts for factual accuracy. 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.

7. Representations and Warranties

7.1 Representations and Warranties of Finny

Finny hereby 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.

7.2 Representations and Warranties of Client and Subscriber Advisor

Client and Subscriber Advisor hereby represent and warrant 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; (ii) any individual accepting this Agreement (including by clicking “I agree”, registering for, accessing, or using the Services, or signing an Order Form) has full right, power and authority to enter into this Agreement and to bind the party or parties on whose behalf such individual purports to act, including, as applicable, Client and/or Subscriber Advisor; (iii) 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; and (iv) it has obtained all approvals and authorizations required under the applicable policies and procedures of any Firm with which it is affiliated to enter into this Agreement and access and use the Services.

Each of Client and Subscriber Advisor acknowledges that Finny is relying on the representations, warranties, acknowledgements, and covenants set out in this Agreement (including this Section 7.2) in entering into this Agreement and in making the Services available, and that Finny would not do so absent such reliance.

7.3 Firm Affiliation Information

Each Subscriber Advisor, individually, and Client each represents and warrants that all information provided during self-serve onboarding, including regarding the Firm with which such Subscriber Advisor and/or Client is affiliated is true, accurate and complete. Each Subscriber Advisor and Client shall immediately notify Finny of any change to such information (including any change in, addition of, or replacement of any Firm) and shall promptly provide any additional information reasonably requested by Finny in connection therewith, including information required to enable or maintain the API Feed and other reporting under Section 4.1.

7.4 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 AND SUBSCRIBER ADVISOR ACKNOWLEDGE THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE PLATFORM OR THE SERVICES PROVIDED HEREIN, AND THAT NEITHER CLIENT NOR SUBSCRIBER ADVISOR HAS NOT RELIED ON ANY SUCH REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. FINNY MAKES NO WARRANTIES AS TO THE QUALITY OR TIMELINESS OF ANY RESPONSE TO A QUERY OR INTERACTION VIA THE SERVICES. CLIENT AND SUBSCRIBER ADVISOR SPECIFICALLY ACKNOWLEDGE THAT THEY ARE SOLELY RESPONSIBLE FOR ENSURING THEIR OWN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING TCPA, FINRA, SEC, AND CAN-SPAM. ANY INFORMATION OR FINNY DATA PROVIDED THROUGH THE PLATFORM AND SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

8. Indemnification and Limitation of Liability

8.1 Indemnification by Client and Subscriber Advisor

Client and Subscriber Advisor will jointly and severally indemnify and hold harmless Finny 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 Finny’s processing or use of Client Data infringes on any third-party intellectual property, proprietary, or privacy right; (b) Client and/or Subscriber Advisor’s violation of applicable laws, rules, or regulations; or (c) Client and/or Subscriber Advisor’s gross negligence or willful misconduct.

8.2 Indemnification by Finny

Finny 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 Finny has failed to obtain or maintain any permissions, consents, authorizations, rights, or licenses necessary for Finny to provide or Client to receive the Services as authorized herein (an “IP Claim”).

8.3 Exclusions

Finny’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 Finny 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.

8.4 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, Finny 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.

8.5 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 POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OTHER THAN FINNY’S OBLIGATION TO INDEMNIFY FOR AN IP CLAIM IN ACCORDANCE WITH SECTION 8.2, CLIENT AND SUBSCRIBOR ADVISOR’S INDEMNIFCIATION OBLIGATIONS, 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 AMOUNTS PAID TO FINNY, PLUS ANY APPLICABLE TAXES.

9. Term and Termination

9.1 Client Term

Unless otherwise provided under an Order Form, for each Client, this Agreement shall commence on the Effective Date of first registration for a Client Platform Instance and continue for an initial term of one (1) year (the “Initial Term”), unless earlier terminated in accordance with this Section 9. Thereafter, this Agreement shall automatically renew for additional periods of equal duration to the Initial Term (each a “Renewal Term”), unless either Client or Finny provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

9.2 Subscriber Advisor Terms

Unless otherwise provided under an Order Form, the term for each Subscriber Advisor shall commence on the individual subscription date and continue for the period set forth during registration or Subscriber Advisor’s Pricing Page (“Initial Subscriber Advisor Term”), unless earlier terminated in accordance with this Section 9. The Subscriber Advisor Term shall automatically renew for additional periods of equal duration to the Initial Subscriber Advisor Term (each a “Subscriber Advisor Renewal Term”, and collectively with the Initial Subscriber Advisor Term, the “Subscriber Advisor Term”) unless either the Client, the applicable Subscriber Advisor or Finny provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

9.3 Paid Trial Period

Finny may provide certain Subscriber Advisors with a paid trial period for the trial period duration stated in the Order Form or Pricing Page (the “Trial Period”). If the Subscriber Advisor is receiving a Trial Period, they may terminate for any reason during the Trial Period; thereafter, the Subscriber Advisor may not terminate for the remainder of the Initial Subscriber Advisor Term.

9.4 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 thirty (30) 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.

9.5 Effects of Termination

Upon expiration or termination, Finny will cease providing Services and Client and Subscriber Advisor, as applicable, must immediately discontinue all use of the Platform and Finny Data, except that Finny may permit the Agreement with respect to any Subscriber Advisor to survive and continue for the remainder of their respective Subscriber Advisor Terms subject to the terms of this Agreement. Client and Subscriber Advisor shall each remain liable for the full Subscription Fees for their entire term, which fees are due and payable regardless of due date. Client and Subscriber Advisor shall continue paying all Success Fees earned and/or payable under the applicable Order Form or Pricing Page on an ongoing basis and in perpetuity (or such shorter Success Fee Period as is applicable) and for greater certainty termination or expiration shall not relieve the Client or Subscriber Advisor of any obligation under an Order Form or Pricing Page to pay Success Fees for the remainder of the Success Fee Period regardless of when such Success Fees come due. Each party shall return or destroy the other party’s Confidential Information within thirty (30) days of termination.

9.6 Survival

The provisions of Sections 2-10 (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.

10. General Provisions

10.1 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. Finny may update or amend these Terms of Service at any time, at its sole discretion, without notice to the Client or the Subscriber Advisor. Other than amendments to these Terms of Service by Finny pursuant to this Section 10.1, any modification of the Agreement must be mutually agreed to by the parties in writing. It is important for Client to review these Terms before using the Services and from time to time. Continued access to the Services after such update or amendment constitutes acceptance of the updated terms and Agreement. 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 unenforceable. The remaining provisions of this Agreement shall remain unaffected.

10.2 Notice

For Finny, notices will be sent to support@finnyai.com. For Client and each Subscriber Advisor, notices will be sent to the email address provided by Client and/or the Subscriber Advisor upon registration or in the applicable Order Form. For notices sent by email, the date of receipt will be deemed the date on which such notice is transmitted.

10.3 Governing Law

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.

10.4 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. Finny may assign all or any part of this Agreement without Client’s consent. Neither Subscriber Advisor nor the Client may assign all or any part of this Agreement, whether directly or indirectly, by operation of law, in connection with a merger, amalgamation, reorganization, sale of shares or assets, or other change of control, or otherwise, without the prior written consent of Finny, which consent will not be unreasonably withheld, except to an affiliate. In the event of any such assignment, all applicable Success Fees shall remain payable by the applicable successor or permitted assign based on the applicable assigned AUM for the applicable assigned Qualifying Client for the balance of the Success Fee Period.

10.5 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 Finny from providing any services to any other person.

10.6 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 may result in irreparable harm and monetary damages would be an inadequate remedy for such breach, namely with respect to Confidential Information and Finny’s intellectual property rights to the Platform and Services.

10.7 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 Finny 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 Finny (other than fees and charges payable through the effective date of the Force Majeure Event).

10.8 JOINT AND SEVERAL LIABILITY

EACH OF SUBSCRIBER ADVISOR AND CLIENT UNDERSTAND AND AGREE THAT THEY SHALL BE JOINTLY AND SEVERALLY LIABLE FOR, AND ABSOLUTELY AND UNCONDITIONALLY GUARANTEES TO FINNY THE PROMPT PAYMENT AND PERFORMANCE OF, ALL OBLIGATIONS AND ALL AGREEMENTS UNDER THE AGREEMENT. EACH OF SUBSCRIBER ADVISOR AND CLIENT UNDERSTANDS AND AGREES THAT ITS GUARANTY OBLIGATIONS HEREUNDER CONSTITUTE A CONTINUING GUARANTY OF PAYMENT AND NOT OF COLLECTION, THAT SUCH OBLIGATIONS SHALL NOT BE DISCHARGED UNTIL FULL PAYMENT OF THE OBLIGATIONS AND THAT SUCH OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL, IRRESPECTIVE OF (A) THE GENUINENESS, VALIDITY, REGULARITY, ENFORCEABILITY, SUBORDINATION OR ANY FUTURE MODIFICATION OF, OR CHANGE IN, ANY OBLIGATIONS OR THE AGREEMENT, OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT TO WHICH SUBSCRIBER ADVISOR OR CLIENT MAY BECOME A PARTY OR BE BOUND.