Last Updated: 2nd of September 2026
Please read these Terms of Service (this “Agreement”) carefully because they are a binding agreement between you and any Affiliated Organization (as defined below) (you and any Affiliated Organization, collectively, “User”), on the one hand, and Finster AI, Inc. a Delaware corporation (“Finster”), on the other hand, and apply to User’s use of Finster’s Subscription Service (as defined below), hosted on the domain https://finster.ai and its sub-domains (the “Website”), and such other software applications that Finster makes available through the Website or otherwise, and any related services, applications, and APIs. The Subscription Service, together with any such related services, applications, APIs, and any other products or services made available by Finster on the Website or otherwise that link to or refer to this Agreement, shall be deemed a part of the “Subscription Service”.
BY ACCESSING, CREATING AN ACCOUNT ON THE WEBSITE, AUTHENTICATING YOUR EMAIL, ACCEPTING AN ORDER FORM (AS DEFINED BELOW), DOWNLOADING SOFTWARE RELATED TO, UPLOADING INFORMATION TO, OR OTHERWISE USING, THE SUBSCRIPTION SERVICE, USER AGREES (1) TO BE BOUND BY THIS AGREEMENT, (2) USER HAS READ AND UNDERSTANDS THIS AGREEMENT, THE PRIVACY POLICY AT HTTPS://FINSTER.AI/PRIVACY, AND THE WEBSITE TERMS OF USE AT HTTPS://FINSTER.AI/TERMS-OF-USE, AND (3) YOU ARE AT LEAST 18 YEARS OF AGE (or the legal age of majority where you reside if that jurisdiction has an older age of majority). IF USER DOES NOT WISH TO ACCEPT THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SUBSCRIPTION SERVICE. During account creation through the Website or in an Order Form, User shall provide certain information, which shall, subject to Finster’s prior written approval, be incorporated into and made a part of this Agreement, including, without limitation: (a) the full legal name of User (including, if applicable, the name of any Affiliated Organization(s)); (b) the email address of User, and (c) such other information as may be requested by Finster (“Account Information”). Each of User and Finster may be referred to herein as a “Party” and, together, the “Parties”.
Eligibility
The Subscription Service is available only for individuals aged 18 years or older (or the legal age of majority where you reside if that jurisdiction has an older age of majority). If you are entering into this Agreement on behalf of a company, organization or other legal entity, including, without limitation, any company, organization or other legal entity that is identified in the Account Information or an Order Form, that accessed the Subscription Service, that created an account, was registered by another user, or otherwise uses the Subscription Service (each, an “Affiliated Organization”), you represent that you have the authority to bind such Affiliated Organization(s) and its affiliates, in which case the term “User” shall also refer to such Affiliated Organization(s) and its affiliates. User shall be responsible for compliance with this Agreement by its Authorized Users and for their use of the Subscription Service.
Effective Date
The effective date of this Agreement shall be the date when User first creates an account on the Website and accesses the Subscription Service (the “Effective Date”).
Changes to Agreement
Finster may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in Finster’s sole discretion without prior notice, and such Updates will be effective immediately. If Finster makes Updates to this Agreement, Finster will change the “Last Updated” date above. User’s continued use of Subscription Service will confirm User’s acceptance of the Updated Agreement. Finster encourages User to frequently review this Agreement to ensure that User understands the latest terms and conditions associated with use of the Subscription Service. If User does not agree to the Updated Agreement, User must discontinue using the Subscription Service.
Links to Other Sites; Integration of Finster Platform
Our Subscription Service and Website may contain links to and/or application program interfaces (APIs) from other websites. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data, or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies and terms of use for the other websites you visit.
User or any Authorized User may choose to use features within the Subscription Services that involve integrations with Third Party Platforms, and may enable data exchange between the Subscription Service and the applicable Third Party Platform. “Third Party Platform” means any platform, add-on, service or product provided by any third party that is integrated or enabled for use with the Subscription Service, including User’s own systems, software, or infrastructure. Use of Third Party Platforms is subject to User’s agreement with the Third Party Platform provider. The Subscription Service may permit User to transmit information to and from Third Party Platforms owned or managed by User, including via application programming interface, code snippet or other software, flat file upload, file transfer protocol, or otherwise. Any such Third Party Platform, or any other Third Party Platform owned or controlled by User that interacts with the Subscription Service or any output thereof, is a “User System”. User acknowledge and agree that in order to perform the Subscription Service, Finster shall at its discretion be able to, and User hereby grant Finster any and all rights, to access, test, and periodically audit any User System and its connection to the Subscription Service. Finster does not control and has no responsibility or liability whatsoever for Third Party Platforms, including their security, functionality, operation, availability or interoperability, the accuracy or completeness of any data provided by or stored in such Third Party Platforms, or how Third Party Platforms use or process data received from the Subscription Service.
Preliminary Matters
Finster makes certain proprietary software, platform services and related documentation available on a software-as-a-service basis for use in a proprietary artificial intelligence-based solution that can read, analyze and integrate disparate sources of financial and market data, and User wishes to use this solution in its business, and Finster wishes to grant User a right to this solution subject the terms and conditions of this Agreement.
Definitions.
“Account Information” has the meaning set forth in the second paragraph of this Agreement.
“Affiliated Organization” has the meaning set forth in the third paragraph of this Agreement.
“Agreement” has the meaning set forth in the first paragraph of this Agreement.
“AI Model” means all learnings, trained algorithms, trained models, optimizations, predictions, patterns and other output generated by employing artificial intelligence techniques (including machine learning), to the extent the foregoing are generated in connection with the provision of the Subscription Service to User or Authorized Users, including all encodings and derivatives thereof.
“Authorized User” means (i) an employee of User, or (ii) an agent or independent contractor of User who is not a competitor of Finster as determined in Finster’s sole discretion, who (a) issued Log-in Credentials to access and use the Subscription Service in accordance with the terms and conditions of this Agreement, (b) agree to be bound by the terms of this Agreement, and (c) are specifically authorized by User to access the Subscription Service.
“Confidential Information” has the meaning set forth in Section 9(a) hereof.
“Documentation” means the standard published materials authorized and distributed by Finster to its clients that describe the use of the Subscription Service, as updated by Finster from time to time.
“Effective Date” has the meaning set forth in the fourth paragraph of this Agreement.
“Feedback” has the meaning set forth in Section 8(c) hereof.
“Fees” shall mean the fees payable pursuant to Section 11(a) hereof and an applicable Order Form and/or task order.
“Finster” has the meaning set forth in the first paragraph of this Agreement.
“Finster Indemnified Parties” has the meaning set forth in Section 17 hereof.
“Flow Down Provisions” has the meaning set forth in Section 10(d) hereof.
“Intellectual Property (IP) Rights” means all proprietary information including, without limitation, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the Subscription Service.
“Log-In Credentials” means user account names and passwords issued by Finster or User to enable access to and use of the Subscription Service by User and any Authorized Users.
“Object Code” means machine-executable computer software prepared by compiling and linking the Software’s source code.
“Order Form” means the order form, quotation or proposal provided by Finster to User, which sets forth, as applicable, the Subscription Service ordered by User, the number of Authorized Users, and any other terms and conditions applicable to User’s access and use of the Subscription Service. Each accepted Order Form is hereby incorporated by reference into this Agreement. The terms of this Agreement shall prevail over any conflicting terms and conditions in any Order Form or any other instrument or document provided by User. Any such conflicting terms or conditions in any Order Form or other instrument or submission from User shall be deemed objected to by Finster.
“Party” or “Parties” has the meaning set forth in the second paragraph of this Agreement.
“SaaS Agreement” has the meaning set forth in Section 31 hereof.
“Software” means the computer programs owned or licensed by Finster and made available to potential or current clients, in Object Code form, on a hosted basis via the Subscription Service, provided, however, that the term “Software” does not include any third-party software.
“Subscription Service” means the provision of the Software and platform services, including any Third Party Data provided in connection therewith, to User on a software-as-a-service basis, as described in an Order Form.
“Term” shall mean the period beginning on the Effective Date and ending on the date this Agreement is terminated pursuant to Section 13 of this Agreement.
“Third Party Data” has the meaning set forth in Section 10(d) hereof.
“Third Party Data Providers” has the meaning set forth in Section 10(d) hereof.
“Third Party Payment Apps” has the meaning set forth in Section 7(e) hereof.
“Third Party Platform” has the meaning set forth in the fifth paragraph of this Agreement.
“Updates” has the meaning set forth in the fourth paragraph of this Agreement.
“Usage Data” means any data and information which is collected by Finster through User’s and its Authorized Users’ use of the Subscription Service, which may include, without limitation, usage patterns, behaviors and trends of the Subscription Service, and books and records with respect to the distribution of Third Party Data and Software to User and its Authorized Users, such as the specific number of various types of clients of Finster, provided that such data and information is used by Finster in an anonymized and de-identified manner.
“User” has the meaning set forth in the first paragraph of this Agreement.
“User Data” means any and all electronic data, information or material that is inputted, submitted, uploaded or otherwise transferred by or on behalf of User or any Authorized User to the Subscription Service. User Data expressly excludes Usage Data.
“User System” has the meaning set forth in the fifth paragraph of this Agreement.
“Website” has the meaning set forth in the first paragraph of this Agreement.
Access. Subject to the terms and conditions of this Agreement and timely payment of any Fees, Finster will make the Subscription Service available during the Term in accordance with this Agreement, the Account Information and the Order Form, solely for User’s internal business research and analysis purposes.
Changes. Finster may modify or delete any features of the Subscription Service in any manner that it determines in its sole discretion, including as may be necessary or desirable to meet any applicable legal, regulatory, or industry-standard requirements or demands.
Scope. The Subscription Service made available to User hereunder is solely for User’s internal business research and analysis purposes only and is limited to the access, display, and use of the Subscription Service by only an Authorized User. User shall have no right pursuant to this Agreement to access, use, display, or distribute the Subscription Service, including any Third Party Data, in whole or in part, beyond the number of Authorized Users identified on the applicable Order Form. Except as set forth in an Order Form, no clients or other persons or entities who are not legal employees of User or independent contractors consulting for User in the ordinary course of User’s business may be Authorized Users. User may add additional Authorized Users by either executing a new Order Form or amending an existing Order Form. User is responsible for all activities that occur under User’s and any Authorized User’s accounts. User will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Subscription Service by User and any Authorized User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Service, including any Third Party Data, and notify Finster promptly after becoming aware of any such unauthorized access or use; (c) comply with all applicable local, state, federal, and foreign laws in using the Subscription Service, and (d) use commercially reasonable efforts to prevent any breach of this Agreement by any Authorized User and be responsible for any breach of this Agreement by any Authorized User. Nothing in this Agreement shall obligate Finster to continue providing access to the Subscription Service beyond the date when Finster ceases providing such Subscription Service or similar service to subscribers generally.
Monitoring; Access; Verification. Finster shall have the right to access and monitor use of the Subscription Service by User and its Authorized Users to: (a) operate and monitor the Subscription Service properly; (b) protect itself or others; (c) maintain accounting records regarding the usage of the Subscription Service; (d) verify the list of Authorized Users; (e) retrieve Usage Data and error reports; and (f) perform such other business activities as determined in its sole discretion.
Suspension. Upon Finster’s belief, as determined in its sole discretion, that tortious, criminal or otherwise illegal activity may be associated with User’s or an Authorized User’s use of or access to the Subscription Service, or that any such use or access may be taking place in a manner that constitutes a breach of this Agreement, Finster may, without limitation to any other remedy, without incurring any liability, temporarily suspend the use of and access to the Subscription Service pending investigation and resolution of the issue or issues involved.
User Obligations.
General. User is solely responsible, at User’s sole expense, for (a) implementing and maintaining appropriate and adequate administrative, physical and technical safeguards and securing its hardware, environment and software, (b) obtaining, maintaining and paying for any User System, systems, equipment and technologies required in order to gain access to the Subscription Service, including obtaining access to the internet using software and hardware that meet Finster’s system and security requirements, and (c) obtaining and maintaining all applicable federal, state and local licenses.
Delivery and Acceptance. Finster will make the Subscription Service available to User as indicated on the Order Form. The Subscription Service will be deemed accepted upon the Effective Date.
Log-In Credentials. The Subscription Service may only be accessed by Authorized Users who have been issued Log-In Credentials. User shall be solely responsible for: (a) issuing, managing, and deleting Log-In Credentials, (b) verifying the identity of each Authorized User and validating use of Log-In Credentials by each Authorized User, (c) ensuring that the Authorized Users’ access and use of the Subscription Service are in accordance with this Agreement and the Documentation, and (d) ensuring that all Authorized Users maintain their Log-In Credentials in strict confidence (including, without limitation, not permitting the sharing of Log-In Credentials among Authorized Users), and change their Log-In Credentials periodically. Log-In Credentials are not transferable by Authorized Users. User shall be liable and responsible for all activities conducted through, and any consequences arising from, the Log-In Credentials, whether or not such activities have been authorized by User. User will promptly notify Finster of any unauthorized use of Log-In Credentials and if the confidentiality of any Log-In Credentials is compromised. User will, and Finster may, terminate any Log-In Credentials and any Authorized User’s access to Subscription Service (i) when an Authorized User ceases to perform work on behalf of User, (ii) if an Authorized User breaches any term of this Agreement, or (iii) if Finster determines in its sole discretion that the Authorized User’s access to or use of the Subscription Service adversely effects Finster or the Subscription Service.
Restrictions on Use. User shall not edit, alter, abridge, or otherwise change in any manner the content of the Subscription Service, including, without limitation, all copyright and proprietary rights notices. User may not, and may not permit others to (including any Authorized User): (a) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Software or the Subscription Service; (b) modify, translate, adapt, alter, or create derivative works from the Software or the Subscription Service; (c) copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Software or the Subscription Service, including any Third Party Data; (d) distribute, sublicense, rent, lease, loan or grant any third-party access to or use of the Software or the Subscription Service, including any Third Party Data, to any third party other than Authorized Users as expressly permitted hereunder; (e) harvest, collect, gather, or assemble information or data regarding other subscribers; (f) transmit through or post on the Subscription Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (g) transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs; (h) interfere with or disrupt the integrity or performance of the Subscription Service or the data contained therein; (i) attempt to gain unauthorized access to the Subscription Service, computer systems, or networks related to the Subscription Service; (j) harass or interfere with another subscriber or end-user’s use and enjoyment of the Subscription Service;(k) use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Software or the Subscription Service; (l) employ any scraping method; (m) develop or have developed any product or service using or based on any component of the Subscription Service; (n) compromise the security or integrity of any data, equipment, software, or system input or output of the Subscription Service; or (o) use the Subscription Service for any purpose other than as set forth in this Agreement. With respect to any breach or instance of non-compliance with the terms of this Section, User shall promptly inform Finster of any such breach or non-compliance and the remedial steps taken, or planned to be taken, by User.
Third Party Payment Apps. User’s use of third party payment processing applications (“Third Party Payment Apps”) available through the Website, or otherwise in connection with the Subscription Service, is subject to all terms, conditions and policies made available by the third party operators of such Third Party Payment Apps supported by the Subscription Service. Finster disclaims responsibility for any damages or losses arising in connection with the use, content, accuracy, timeliness, completeness or availability of such Third Party Payment Apps available through the Subscription Service. Access to or use of such Third Party Payment Apps does not establish an advisory or fiduciary relationship between or among any User, any Authorized User, Finster, and/or any Third Party Payment App provider. A USER USES SUCH THIRD PARTY PAYMENT APPS AT ITS OWN RISK.
Intellectual Property Rights.
Subscription Service. As between Finster and User, all right, title and interest in and to the Subscription Service (and all components thereof, including the Software, and its specifications, including without limitation, the editorial coding and metadata contained therein), the Software, the AI Model, and the Documentation, including all IP Rights therein, and any improvements or derivative works thereof, shall at all times remain solely and exclusively with Finster and its licensors, notwithstanding that User may contribute to the cost or design of any such improvements or derivative works. The works and databases included in the content of the Subscription Service are protected by applicable copyright laws. Nothing contained herein shall be construed as granting User any rights in or to the Subscription Service, the Software, the AI Model, the Documentation, Third Party Data or other rights in the pre-existing IP Rights to the Subscription Service, other than the right to access and use the Subscription Service as expressly stated herein. All rights not provided hereunder are expressly reserved by User. User agrees not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software, the Subscription Service, the AI Model, the Documentation, Third Party Data, and any copies thereof in any form.
Usage Data. As between Finster and User, all right, title and interest in and to Usage Data shall at all times remain solely and exclusively with Finster.
Feedback. The Parties acknowledge and agree that Finster may solicit and User, any Authorized User or any other third party acting on User’s behalf, may provide to Finster, suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Subscription Service, including Finster’s AI Model (the “Feedback”). Finster will have the right to use, act upon, and freely exploit the Feedback without any remuneration, fee, royalty, or expense of any kind, and Finster will hereby own all rights, title, and interest in any the Feedback.
Confidentiality.
User acknowledges that the Subscription Service and the attributes of the Subscription Service, including without limitation, the AI Model, the Software, Third Party Data, and the design, functionalities, performance characteristics, and any other non-public verbal or written information that may be supplied by Finster to User or any Authorized User during the Term, are confidential and proprietary property information of Finster, including, without limitation, all documents prepared by User, Authorized Users or any other person to the extent that they contain or are generated from such confidential or proprietary property information of Finster (collectively, “Confidential Information”).
User will maintain, and ensure that each Authorized User maintains, the confidentiality of all Confidential Information during the Term and thereafter, in the same manner that it maintains its own confidential information (but with no less than a reasonable degree of care).
User will limit internal access to any Confidential Information only to User and any Authorized Users who have a need to access the Subscription Service or any Confidential Information; and not use any Confidential Information for any purpose other than for use of the Subscription Service in User’s business environment in accordance with this Agreement.
The obligations set forth in this Section 9 will not apply to Confidential Information that User can document: (a) was in the public domain or publicly known or available prior to the date of disclosure; (b) is publicly disclosed on or after the date of disclosure other than by User in violation of this Agreement, (c) is already in User’s possession prior to the delivery thereof by Finster, provided that such information is not known by User to be subject to another confidentiality agreement with or other obligation of secrecy to Finster, or (d) became available to User on a non-confidential basis from a source other than Finster, provided that such information is not known by User to be subject to another confidentiality agreement with or other obligation of secrecy to Finster.
User acknowledges that money damages would not be a sufficient remedy for any breach of this Section 9 and that Finster would suffer irreparable harm as a result of any such breach. Accordingly, Finster will also be entitled to equitable relief, including injunction and specific performance, as a remedy for any breach or threatened breach of this Section 9. The equitable remedies referred to above will not be deemed to be the exclusive remedies for a breach of this Section 9, but rather will be in addition to all other remedies available at law or in equity to Finster.
Promptly upon expiration or termination of this Agreement or upon written request by Finster, User shall return to Finster all Confidential Information and Third Party Data in User’s possession or control, including all copies thereof, in whole or in part, or destroy such Confidential Information and such Third Party Data, including expunging, and seeing to it that all Authorized Users expunge, all Confidential Information, Third Party Data and all copies thereof from their respective computer systems, and User shall deliver an officer’s certificate stating that all such Confidential Information, Third Party Data, and copies thereof have been destroyed.
User Data.
Representation and Warranty. User represents and warrants to Finster that (a) User and its Authorized Users are duly authorized and qualified and has the right to use, copy, modify, process and transmit or have transmitted and enter all User Data into the Subscription Service as contemplated by this Agreement, (b) User’s and its Authorized User’s access to, use and disclosure of the User Data via the Subscription Service complies with applicable federal, state and local laws and regulations, including, without limitation, all applicable data privacy laws and regulations, and (c) the User Data does not infringe, violate or misappropriate the rights of any third party.
License to User Data. User hereby grants to Finster a non-exclusive, royalty-free, and non-transferable license to use, copy, store, modify, and display the User Data as necessary to provide the Subscription Service in accordance with this Agreement. User Data submitted by User to the Subscription Service, whether posted by User or by an Authorized User, is the sole property of User and User reserves all right, title, and interest in the User Data. Notwithstanding any other provision in this Agreement, Finster may collect and provide certain Authorized User registration and statistical information, such as Usage Data or Authorized User traffic patterns, in aggregate and anonymized form to third parties, including Third Party Data Providers, provided that such information does not identify any Authorized User or User and contains no personally identifying information. Finster may access User’s and its Authorized User accounts, including, without limitation, User Data, to the extent necessary to respond to service or technical problems. Finster may also use User Data and Feedback to improve the search performance and accuracy of Finster’s AI Model; provided, however, Finster shall not train Finster’s AI Model using User Data.
Data Security. Finster shall maintain the security of User Data using industry-standard data security protocols, and other methods reasonably deemed to be adequate for secure business data. Finster shall employ commercially reasonable precautions to prevent the loss of or alteration to User Data, but Finster does not guarantee against any such loss or alteration. User acknowledges that, while the Subscription Service will contain certain technical safeguards against misuse of the Subscription Service, Finster will rely to a substantial extent on the representations and undertakings of User and its Authorized Users.
Third Party Data. The Subscription Service may allow access to data, information, or services disseminated by third party data sources, providers, suppliers, or licensors of Finster (collectively, “Third Party Data Providers”), including, without limitation, any electronic data, customer data, material, information or output generated by or delivered to User or any Authorized User through the use of the Subscription Service, including the AI Model, that is based on or derived from such data, information, or services disseminated by such Third Party Data Providers ( “Third Party Data”), and User acknowledges that (a) such Third Party Data may be proprietary to such Third Party Data Providers, (b) it may not export any Third Party Data from the Subscription Service in bulk or otherwise via any type of data feed or in any other format, and (c) Finster and its Third Party Data Providers disclaim responsibility for any damages or losses arising in connection with the use, content, accuracy, timeliness, completeness or availability of such Third Party Data and disclaim all warranties concerning such Third Party Data. Access to or use of Third Party Data does not establish an advisory or fiduciary relationship between User, on the one hand, and Finster or any of its Third Party Data Providers, on the other hand. USER USES SUCH THIRD PARTY DATA, INFORMATION, OR SERVICES AT ITS OWN RISK. User hereby agrees, on behalf of itself and each Authorized User, to the terms and conditions set forth in the agreements with Finster’s Third Party Data Providers attached hereto as Exhibit 1(a) through 1(c) (collectively, the “Flow Down Provisions”), which shall, in addition to the terms and conditions of this Agreement, govern User’s use of such Third Party Data (and in the event of a conflict or inconsistency between the Flow Down Provisions and the terms and conditions of this Agreement with respect to Third Party Data, the Flow Down Provisions shall control and govern). User may be required, at no extra cost, to create log-in credentials with certain Third Party Data Providers, in order to onboard Third Party Data in connection with the Subscription Service.
Fees.
Fees. In consideration for the Subscription Service provided hereunder, commencing on the Effective Date, User shall pay Finster the fees set forth in the applicable Order Form and/or task order, plus any other applicable fees, costs, and expenses contained in the Order Form, task order and this Agreement (the “Fees”). User will bear all expenses implementing and maintaining the appropriate equipment, systems and technologies required to gain access to the Subscription Service, including, without limitation, such User requirements set forth in Section 7(a), and of removing the Subscription Service on the expiration or termination of this Agreement.
Payment Terms. Unless otherwise set forth in the applicable Order Form, all Fees for Subscription Services are payable in advance on an annual basis, and are based on the Subscription Services and the number of Authorized Users identified in the Order Form. User shall inform Finster of any increases in the number of Authorized Users no later than seven (7) days after the date of such increase and the Order Form will be deemed amended accordingly. Past due balances shall be subject to an interest charge of the lesser of one and a half percent (1.5%) per month computed from the due date of each payment or the maximum rate allowable by applicable law. If User does not make payments to Finster when due then Finster may, without limiting its other available remedies, suspend provision of the Subscription Service.
Tax. The Fees are exclusive of all sales, use, value-added, privilege, excise or similar taxes or duties levied upon User. User shall be solely responsible for paying any applicable taxes levied or based on its use of the Subscription Service provided under this Agreement, exclusive of taxes levied on Finster’s income. Finster may, but is not obligated to, invoice User for any such taxes and remit any payments made on any such invoice directly to the appropriate taxing authorities. User is responsible for obtaining and providing to Finster any certificate of exemption or similar document required to exempt any transaction from sales, use or similar tax liability. All amounts are quoted and payable in United States dollars, unless otherwise noted, and are exclusive of taxes.
Continuing Obligations. Notwithstanding expiration or termination of this Agreement or any Order Form, User shall continue to be obligated to pay to Finster all Fees and expenses that accrued prior to the date of expiration or termination (as applicable) or that otherwise become due and payable to Finster under this Agreement.
Term. The Agreement shall continue for the Term, provided, however, that each Order Form shall set forth the applicable initial subscription or evaluation term, as applicable, and any renewal term for the Subscription Service.
Termination. This Agreement, including all Order Forms, may be terminated as follows:
Termination for Convenience. By either Party for convenience (but not an Order Form unless specified therein) with at least thirty (30) days prior written notice to the other Party. Notwithstanding such termination, the Term of this Agreement shall not expire, and shall continue, until the expiration or earlier termination of the last outstanding Order Form.
Default. By either Party, if the other Party commits a breach of any provision of this Agreement, an Order Form, and such breach continues for a period of thirty (30) days following a written request to cure such breach; provided, however, if User is in breach of the payment terms of Section 11 of this Agreement and does not correct such breach within ten (10) days of notice from Finster, Finster may terminate this Agreement immediately.
Insolvency Events. By either Party, effective immediately, if the other Party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law or makes or seeks to make a general assignment for the benefit of its creditors or applies for or consents to the appointment of a trustee, receiver or custodian for a substantial part of its property.
Effect of Termination. Unless otherwise set forth in an Order Form, upon termination or expiration of an Order Form for any reason User’s and all Authorized Users’ access to and use of the Subscription Service shall cease as of the effective date of termination and User shall promptly pay to Finster any outstanding Fees and expenses due. Further, User shall immediately cease, and see to it that all Authorized Users immediately cease, all use of the Software, the Subscription Service, the AI Model, the Documentation, and of the Third Party Data, including any IP Rights, proprietary information and materials granted hereunder, and any license granted under this Agreement shall immediately terminate. Following any expiration or termination of this Agreement, User shall immediately cease, and see to it that all Authorized Users immediately cease, all use of the Software, the Subscription Service, the AI Model, the Documentation, and of the Third Party Data, including any IP Rights, proprietary information and materials granted hereunder, and any license granted under this Agreement shall immediately terminate.
No Export. The Subscription Service may be subject to export restrictions under United States export laws and regulations. User acknowledges its obligations to control access to technical data (as defined by the U.S. Department of Commerce, Office of Export Administration) under U.S. export control laws and regulations and agrees to adhere to all applicable U.S. export control laws and regulations regarding any technical data received under this Agreement. Nothing in this Paragraph releases User from its obligations of confidentiality as set forth under Section 9 of this Agreement.
No Warranties. FINSTER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AND USER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SUBSCRIPTION SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER ACKNOWLEDGES AND AGREES THAT USER IS USING THE SUBSCRIPTION SERVICE ON AN “AS IS” BASIS WITH ALL FAULTS AND WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. FINSTER DISCLAIMS ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICES. FINSTER IS NOT RESPONSIBLE FOR LOSS OF DATA IN TRANSMISSION, ERRORS OF ANY KIND, IMPROPER TRANSMISSION BY USER OR AN AUTHORIZED USER OR FAILURE BY USER, AN AUTHORIZED USER OR ANY THIRD PARTY TO ACT ON ANY COMMUNICATION TRANSMISSION TO OR BY USER OR AN AUTHORIZED USER THROUGH THE SUBSCRIPTION SERVICE. USER ACKNOWLEDGES AND AGREES THAT USER IS RESPONSIBLE FOR PERFORMING ANY BACKUPS OF USER DATA. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, USE OF SUBSCRIPTION SERVICE, INCLUDING, WITHOUT LIMITATION, THE AI MODEL, MAY IN SOME SITUATIONS RESULT IN INCORRECT OR INACCURATE OUTPUT. USER MUST EVALUATE THE ACCURACY OF ANY OUTPUT OF THE SUBSCRIPTION SERVICE AS APPROPRIATE FOR ITS USE CASE, INCLUDING BY USING HUMAN REVIEW, AND USER ACCEPTS SOLE RESPONSIBILITY FOR, AND ACKNOWLEDGES THAT IT EXERCISES ITS OWN INDEPENDENT JUDGMENT IN, ITS SELECTION AND USE OF SUBSCRIPTION SERVICE, INCLUDING THE AI MODEL OUTPUT AND ANY RESULTS OBTAINED THEREFROM. PAST PERFORMANCE OF THE SUBSCRIPTION SERVICE, INCLUDING WITH RESPECT TO ANY THIRD PARTY DATA, IS NO GUARANTEE OF FUTURE RESULTS OR PERFORMANCE.
Limitation of Liability. IN NO EVENT WILL FINSTER BE LIABLE TO USER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOST REVENUES OR PROFITS OR OTHER ECONOMIC LOSS, ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER USER WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL FINSTER’S TOTAL, AGGREGATE LIABILITY TO USER UNDER OR IN CONNECTION WITH THIS AGREEMENT THE SUM TOTAL OF ALL PAYMENTS, IF ANY, MADE BY USER TO FINSTER PURSUANT TO THIS AGREEMENT, DURING THE THREE (3) MONTHS PRIOR TO THE CAUSE OF ACTION; PROVIDED, HOWEVER, THAT FOR A FREE EVALUATION, FINSTER’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000 USD). NO ACTION SHALL BE BROUGHT BY USER FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
Indemnification. User will be solely responsible for, and will indemnify, defend, and hold Finster, its affiliates, licensors, and service providers, and all officers, directors, employees and successors and assigns thereof (“Finster Indemnified Parties”) free and harmless from all damages, liabilities, charges, and expenses (including reasonable attorneys’ fees) from all claims, lawsuits, or other proceedings arising out of or relating to: (a) User’s or its Authorized Users’ use of the Subscription Service, including User Data and Third Party Data, in a manner not permitted by this Agreement, not permitted by Finster, or not in conformance with Finster’s written requirements; (b) any acts or omissions (negligent, willful or otherwise) of User or its Authorized Users or the breach of any term of this Agreement; (c) any claim of infringement of any right resulting in any way from the use of the Subscription Service with other software or materials not provided to User by or not approved by Finster or any claim of infringement, misappropriation, or violation of any other proprietary right by any User Data; or (d) any errors or inaccuracies contained in the User Data as delivered by User to Finster.
General Release. User is solely responsible for all claims, injuries (including death), illnesses, damages, liabilities, and costs suffered by User, any Authorized User, or any third party as a result of User’s or Authorized User’s use of the Subscription Service. To the maximum extent permitted by applicable law, User and any Authorized Users hereby release the Finster Indemnified Parties from any and all responsibility and liability for the foregoing. USER HEREBY WAIVES THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IF USER OR ANY AUTHORIZED USER IS A CALIFORNIA RESIDENT, USER OR SUCH AUTHORIZED USER ACKNOWLEDGE AND HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” User and any Authorized User hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims User or any Authorized User may have against the Finster Indemnified Parties pertaining to the subject matter of this section.
Rights and Remedies. All rights and remedies conferred by this Agreement or by law are cumulative and may be singularly or concurrently exercised. User acknowledges that any unauthorized use, copying, disclosure, distribution of the Software or any related methods, algorithms, techniques, processes or other information, will cause Finster irreparable harm for which there might be no adequate remedy at law, entitling Finster to injunctive relief in addition to any other legal or equitable remedies, without posting a bond or proving monetary damage.
Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by User without the prior written consent of Finster, and any such assignment without such prior written consent will be null and void. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Amendments; Waivers. This Agreement may not be modified or amended except by a written instrument signed by the Parties, or by an Update. In addition, no waiver of any provision of this Agreement will be binding unless set forth in a writing signed by the Party granting the waiver. Any waiver will be limited to the circumstance or event specifically referenced in the written waiver document and will not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof.
Notices. Any notice required or permitted to be given under this Agreement will be in writing and be deemed given when delivered by hand or received by registered or certified mail, postage prepaid, or by nationally recognized overnight courier service addressed to the Party to receive such notice at the addresses or any other address substituted therefor by notice set forth in the Account Information or the Order Form.
Governing Law. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware, without reference to its rules of conflicts of laws.
Enforcement. If any Party will institute legal action to enforce or interpret the terms and conditions of this Agreement or to collect any monies under it, venue for any such action is exclusively the courts located in the State of Delaware. Each Party irrevocably consents to the jurisdiction of the courts located in the State of Delaware for all suits or actions arising out of this Agreement. Each Party waives, to the fullest extent possible, the defense of an inconvenient forum, and each agrees that a final judgment in any action will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO.
Severability. Each provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the legality or validity of the remainder of the Agreement.
Headings. All section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.
Entire Agreement. This Agreement, together with Account Information and each Order Form contains the entire understanding between the Parties and supersedes any prior written or oral agreements between them respecting the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between the Parties relating to the subject matter of this Agreement that are not fully set forth herein.
Surviving Terms. In addition to this Section 29, the provisions of Sections 7, 8, 9, 10, 11(c), 11(d), 13(d), and 14 through 32, and any other obligation under this Agreement which is to survive or be performed after termination of this Agreement shall survive the termination of this Agreement.
Trademarks; Publicity. Finster shall have the right to use User’s name and logo to publicly disclose (including on client lists published on Finster’s Website) that User is a user of Finster’s services.
Superseding Agreement. If, prior to, on, during or the Term, User enters into (a) a separate evaluation software-as-a-service agreement with Finster for the Subscription Service free of charge, (b) a separate software-as-a-service subscription agreement with Finster for the Subscription Service, or (c) any similar agreement with Finster for the Subscription Service (other than this Agreement, each, a “SaaS Agreement”), then the terms and conditions of such SaaS Agreement shall govern the relationship between the Parties and shall supersede this Agreement.
Third Party Beneficiaries. Certain of Finster’s licensors and suppliers and the Finster Indemnified Parties may be third party beneficiaries of this Agreement and have the right to enforce this Agreement against User.
Contact Information. If you have any questions about the Subscription Service or this Agreement, please contact us at contact@finster.ai.
Exhibit 1(a)
(End-User Agreement – Third Party Data) FactSet Terms of Use
FactSet Research Systems Inc. (“FactSet”), on behalf of itself and its affiliates, agrees to provide, and the user (“User”) agrees to use, the FactSet Data described below according to the following terms.
1. License of Databases, Consulting and Software
a. Subject to the terms of this Agreement, FactSet grants User the limited, nonexclusive, nontransferable rights to use FactSet’s financial data (“FactSet Data”) via the Website.
b. All proprietary rights, including intellectual property rights, in the FactSet Data will remain property of FactSet.
Restrictions of Use; Proprietary Rights
a. FactSet provides the FactSet Data solely and exclusively for User’s internal use and for business purposes only in User’s business. User will not use or permit any individual or entity under its control to use the FactSet Data for any unlawful or unauthorized purpose.
b. Except as otherwise expressly provided in this Agreement, User agrees that it will not copy, transfer, distribute, reproduce, reverse engineer, decrypt, decompile, disassemble, create derivative works from, or make available to others, any part of the FactSet Data. User may use Insubstantial Amounts of the FactSet Data in the normal conduct of its business for use in reports, memoranda and presentations to User’s employees, customers, agents and consultants, but FactSet and its respective affiliates reserve all ownership of and redistribution rights to the FactSet Data. “Insubstantial Amounts of the FactSet Data” means an amount of the FactSet Data that (i) has no independent commercial value as a database, (ii) could not be used by User as a substitute for the FactSet Data or any part of it, (iii) is not separately marketed by User, an affiliate of User or a third-party source, and (iv) is not regularly or systematically retrieved in a manner that does not satisfy clauses (i), (ii) and (iii) of this definition. FactSet will have the right to require User to cease its use of the FactSet Data immediately if, in the sole judgment of FactSet, FactSet believes that User’s use involves more than an Insubstantial Amount of the FactSet Data.
c. FactSet represents and User acknowledges that the FactSet Data and its component parts were developed, compiled, prepared, revised, selected and arranged by FactSet or its affiliates through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, money and originality, and that they constitute valuable intellectual property and trade secrets of FactSet. At FactSet’s expense and reasonable request, User agrees to cooperate with FactSet to protect the proprietary rights in the FactSet Data during the term of this Agreement. User covenants to: (i) retain all copyright, trademark, service mark and other proprietary notices contained in the FactSet Data on any copy made by User; and (ii) not modify the FactSet Data in a way that would constitute an infringement of any third party intellectual property rights. User agrees to notify FactSet promptly in writing of any unauthorized access or use of which User becomes aware or any claim that the FactSet Data or any component part infringes any copyright, trademark or other contractual or statutory or common law right. Neither party will use any trademarks, website marks, names, logos or other identifiers of the other party without the prior written permission of the relevant party. In addition, neither party may use the other party’s trademarks: (i) in, as or as part of, that party’s own trademarks or those of any third parties; (ii) in a manner likely to cause confusion; or (iii) in a manner that implies inaccurately that a party sponsors, endorses or is otherwise connected with the other party’s own activities, products or services. User will not under any circumstances remove any trademarks, copyrights or other related visual marks and logos from the information provided or from any reproduction or redistribution of such information.
3. Term
a. FactSet may, in its sole discretion, terminate User’s use of the FactSet Data for any reason including: (i) breach by User of this Agreement; or (ii) conduct by User that is harmful to FactSet’s business.
b. User may not use, or assist any third party in using, any portion of the FactSet Data in any way to compete with the FactSet Data. If FactSet believes, in good faith, that the User is competing with FactSet, then FactSet may terminate this Agreement, consider the activity a material breach of this Agreement, and pursue any and all remedies for the breach.
4. Indemnification
User will indemnify and hold harmless FactSet against all claims or demands by and liabilities to third parties, including without limitation reasonable attorney’s fees, arising from or in connection with User’s breach of any of its representations, warranties or covenants in this Agreement and User’s use of the FactSet Data not in accordance with this Agreement.
5. Warranties and Disclaimers
a. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE FACTSET DATA IS PROVIDED “AS IS” AND ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED (BY COMMON LAW, STATUTE OR OTHERWISE), IN RELATION TO THE FACTSET DATA ARE HEREBY EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, FACTSET DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND MAKES NO WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY OR SPEED OF DELIVERY OF THE FACTSET DATA. USER AGREES THAT THE FACTSET DATA IS NOT INVESTMENT ADVICE AND ANY OPINIONS OR ASSERTION CONTAINED IN THE FACTSET DATA DO NOT REPRESENT THE OPINIONS OR BELIEFS OF FACTSET OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES. FactSet does not warrant that the FactSet Data will be uninterrupted, error free or completely secure. FactSet expressly disclaims any liability for any loss or injury caused in whole or part by negligence or any other error made by human or machine concerning the production, compilation or distribution of the FactSet Data. User expressly assumes the entire risk for the results and performance of the FactSet Data.
b. None of FactSet or its affiliates will have any liability for any lost profits or direct, indirect, special, consequential, punitive or exemplary damages, even if advised in advance of the possibility of these types of damages.
6. Entire Agreement
This Agreement constitutes the entire Agreement between the parties and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to any subject matter covered by this Agreement. User may translate this Agreement into other languages for the convenience of User, but the controlling language will be English.
7. Governing Law
This Agreement will be governed by, construed and enforced pursuant to the laws of the State of New York without regard to its conflicts of laws principles, and will be subject to the exclusive jurisdiction of that state. Any controversy or claim arising out of or relating to this Agreement will be settled by the state or federal courts located in New York, New York. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY. User may not bring a cause of action under or related to this Agreement more than one (1) year after User knew or should have known of the cause of action, and in no case more than one (1) year after the expiration or termination of this Agreement.
8. Confidential Information
“Confidential Information” means any non-public information obtained under or in connection with User’s receipt of FactSet Data, including the FactSet Data. Except to the extent required by law or legal process or otherwise provided herein, User will not disclose any Confidential Information to any third party.
Exhibit 1(b)
(End-User Agreement – Third Party Data) Pitchbook Content Distribution Form
PitchBook Data, Inc. (“Pitchbook”), agrees Finster may make PitchBook Content (as defined below) available to Finster’s Client Subscribers (as defined below) when those Client Subscribers request information on private companies.
“Client Subscriber” is an entity that has a license or other right to use to Finster’s Subscription Service.
“Client User” is an authorized user of PitchBook’s Content via Finster’s Subscription Service.
“PitchBook Content” means any data, information, or materials provided by or derived from data provided by Pitchbook that are made available through the Subscription Service.
Permitted Users. Client Subscriber and its Client Users may:
access and use PitchBook Content solely for Client Subscriber’s internal business operations; and
Incorporate limited excerpts of PitchBook Content into presentations and reports (“Work Product”) provided that:
The quantity of PitchBook Content included has no independent commercial value and is not separately marketable by PitchBook;
The Work Product is not issued on behalf of a third party;
The Work Product is not published or distributed to more than 500 recipients without PitchBook’s prior written consent; and
All incorporated PitchBook Content contains the following attribution:
Source: PitchBook Data, Inc. and PitchBook retains sole ownership over any Content incorporated into the Client Subscriber Work Product.
Prohibited Uses. Client Subscriber and Client Users must not:
Download, export, copy, or distribute substantial portions of PitchBook Content on a standalone basis;
Use PitchBook Content for any purpose not expressly permitted in Section 1;
Use PitchBook Content for purposes that are competitive with PitchBook or provide PitchBook Content to any PitchBook-designated competitor;
Distribute PitchBook Content to any third party except as expressly permitted in Section 1;
Retain or use PitchBook Content after the termination or expiration of the applicable subscription with Finster; and
Use PitchBook Content in violation of PitchBook’s Content License Agreement available at https://pitchbook.com/content-license-agreement.
Disclaimer; Limitation of Liability. Client Subscriber acknowledges and agrees that Pitchbook Content provided by Finster in connection with the Subscription Service is or is based upon information proprietary to Pitchbook. or its content providers. Except as otherwise set forth herein, such Pitchbook provided by PitchBook may not be copied or distributed and is not warranted to be accurate, complete, or timely. PitchBook Content is provided “as is” without warranties of any kind. Client Subscriber agree that neither PitchBook nor its content providers are responsible for any damages or losses arising from any use of Pitchbook Content.
Accredited Investor Representation. If Client Subscriber or any Client User receives PitchBook Content containing fund prior performance data, such recipient represents and warrants that it is an “accredited investor” as defined under applicable securities laws and agrees to any additional terms substantially similar to Section 4.10 of PitchBook’s Content License Agreement.
Compliance and Enforcement. Client Subscriber shall ensure that all Client Users comply with herewith and with PitchBook’s Content License Agreement. If Finster or PitchBook becomes aware of any violation, Client Subscriber agrees to cooperate with Finster and PitchBook to suspend or terminate the violating user’s access to PitchBook Content.
Termination Obligations. Upon termination or expiration of Client Subscriber’s access to PitchBook Content, Client Subscriber shall immediately:
Cease all access to and use of PitchBook Content; and
Delete or permanently expunge PitchBook Content from its systems, except to the extent retention is required by applicable law.
Miscellaneous. This exhibit will be construed and enforced in accordance with the laws of the State of Washington, without reference to its choice of law principles. Pitchbook and Client Subscriber will resolve any disputes related to this exhibit in the state or federal courts located in King County, Washington. Each such party consents to the jurisdiction of these courts and irrevocably waives any objection to resolving a dispute related to this exhibit in these courts.
Exhibit 1(c)
(End-User Agreement – Third Party Data) Crunchbase Order Form
You may access and use certain Crunchbase, Inc. (“Crunchbase”) data, APIs, related documentation, and materials furnished to Finster (“Crunchbase Materials”) solely through the Subscription Service in response to your own ad-hoc search or research queries through the Subscription Service, and only as permitted in these terms. No other rights are granted.
Access and Use Restrictions. You must not:
use the Crunchbase Materials, nor permit any third party to use, the Crunchbase Materials, in whole or in part: (i) in the process of developing, fine-tuning, or otherwise improving any machine learning, deep learning, neural network, large language model, generative AI, or similar computational systems designed to perform tasks that typically require human intelligence (“Artificial Intelligence Model”), using Crunchbase Material as inputs, including but not limited to supervised learning, unsupervised learning, reinforcement learning, transfer learning, or any derivative methodologies; (ii) in systems that retrieve and incorporate Crunchbase Materials into AI-generated outputs; or (iii) prompt a total powered by an Artificial Intelligence Model whether through vector embeddings, knowledge bases, or similar technologies
store significant amounts of Crunchbase Materials (caching in insignificant amounts for latency is permitted);
reverse engineer, reproduce, reconstruct, disassemble, decompile, or otherwise attempt to derive any significant portion of the Crunchbase Materials;
license, sublicense, sell, offer to sell, rent, lease, loan, sublicense, publish, or distribute Crunchbase Materials to any third parties;
use Crunchbase Materials on behalf of any third party;
use Crunchbase Materials in any infringing, illegal, deceptive, or harmful way;
misrepresent AI-powered content as being entirely human-generated;
integrate or provide Crunchbase Materials through third-party platforms or services without prior written consent; or
export Crunchbase Materials in violation of applicable export control laws.
Distribution Limits. You may access Crunchbase Materials only if you are logged into a paid account for the Subscription Service. You must not download, export, or redistribute Crunchbase Materials outside the Subscription Service. You must not make Crunchbase Materials impossible to delete or “expunge.”
AI Content Disclaimer. Some Crunchbase Materials may contain AI-generated content (“AI Content”). Crunchbase does not guarantee that AI Content is accurate, complete, current, or error-free. You should verify AI Content independently and use it at your own risk. AI Content is not Crunchbase’s opinion or advice, and neither Finster nor Crunchbase is responsible for losses arising from its use.
Proprietary Rights. Crunchbase owns all rights, title, and interest in the Crunchbase Materials and any data generated from usage analytics (“Resultant Data”). You acquire no ownership rights. You assign to Crunchbase any rights you may have in Resultant Data.
Termination and Data Deletion. Your right to use Crunchbase Materials ends when your access to the Subscription Service terminates or expires. Upon termination, you must delete all Crunchbase Materials in your possession and certify deletion upon request. Finster and/or Crunchbase may audit your systems for up to one year to verify compliance.
Indemnification; Disclaimers and Limitations of Liability.
You agree that Crunchbase and Finster shall have no liability whatsoever for (i) any use you make of the Crunchbase Materials or (ii) your products or services that interact with or otherwise use any part of the Crunchbase Materials. You shall indemnify and hold harmless Crunchbase and Finster from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (i) or (ii) above or for any breach of these terms and/or unauthorized use or disclosure of Crunchbase confidential information.
Crunchbase and Finster shall not be liable for any (i) modifications to Crunchbase Materials other than by Crunchbase, (ii) combination of Crunchbase Materials with any other data, information, or other materials, or (iii) use of Crunchbase Materials in any manner not expressly permitted by Crunchbase hereunder. You acknowledge that the Crunchbase Materials and any services are provided “AS IS.” CRUNCHBASE, FINSTER AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE CRUNCHBASE MATERIALS OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CRUNCHBASE, FINSTER AND THEIR LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER HEREIN OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN THE AGGREGATE OF THE AMOUNT PAID OR PAYABLE BY FINSTER TO CRUNCHBASE PURSUANT TO THE CRUNCHBASE DATA ACCESS TERMS AND ORDER FROM (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP SHALL BE FIVE HUNDRED DOLLARS (US$500.00)).
Compliance and Enforcement. Finster and Crunchbase may audit your use of Crunchbase Materials to ensure compliance with these terms. Your continued use of the Subscription Servicve constitutes agreement to cooperate with such audits.
General. These terms shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. All disputes arising in connection with there terms shall be subject to the sole and exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California. The prevailing party in any action arising out of there terms shall be entitled to an award of its costs and attorneys’ fees.