Last Revised as of: August 25, 2023

Terms of Service

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE PURCHASING A SUBSCRIPTION, ACCESSING, OR USING THE PLATFORM OR SERVICES (AS DEFINED BELOW) OFFERED BY FINPACE TECHNOLOGY, LLC (F/K/A BA PLATFORM HOLDINGS, LLC), A TENNESSEE LIMITED LIABILITY COMPANY (“US”, “WE”, “OUR”, OR “FINPACE”).

THESE TERMS INCLUDE IMPORTANT INFORMATION ABOUT OUR SERVICES, ANY CHARGES OR AMOUNTS WE MAY BILL YOU FOR OUR SERVICES (INCLUDING YOUR SUBSCRIPTION TO OUR PLATFORM AND SERVICES), AND FUTURE CHANGES TO THESE TERMS AND AUTOMATIC RENEWALS OF SUBSCRIPTION FEES (AS DEFINED BELOW).

  THESE TERMS AND OUR PRIVACY POLICIES (COLLECTIVELY, “POLICIES"), CREATE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF OUR SERVICES, SUBSCRIPTION TO OUR PLATFORM (AS DEFINED BELOW), AND THE CONTENT, FEATURES, WEBSITES, OR APPLICATIONS OFFERED BY US FROM TIME TO TIME.

“YOU” AND “YOUR” REFER TO THE PERSON ACCESSING OR USING OUR SERVICES, OR IF YOU CREATE AN ACCOUNT ON BEHALF OF AN EMPLOYER, COMPANY, ORGANIZATION, OR OTHER ENTITY, THEN (I) ALL REFERENCES TO “YOU” INCLUDE YOU AND THAT ENTITY, (II) YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH THE AUTHORITY TO BIND THE ENTITY TO THESE TERMS AND OUR OTHER POLICIES, AND (III) YOU AGREE TO THESE TERMS AND OTHER POLICIES ON SUCH ENTITY’S BEHALF.

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND OUR OTHER POLICIES, WHICH ARE HEREBY INCORPORATED BY REFERENCE.  IF YOU DO NOT AGREE TO THESE TERMS OR OUR OTHER POLICIES, YOU ARE NOT AUTHORIZED TO ACCESS OR USE OUR PLATFORM OR SERVICES.

BY ACCESSING OR USING OUR PLATFORM OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE, PROVIDED THAT IF YOU ARE UNDER THE LEGAL AGE TO FORM A BINDING CONTRACT IN YOUR JURISDICTION, YOUR USE OF THE SERVICES IS SUBJECT TO REQUIREMENTS OF PARENTAL CONSENT, IN WHICH CASE (I) YOUR PARENT OR LEGAL GUARDIAN IS CONSIDERED THE USER UNDER THIS AGREEMENT AND IS RESPONSIBLE FOR ANY AND ALL ACTIVITY; AND (II) YOU REPRESENT THAT YOUR PARENT OR LEGAL GUARDIAN HAS REVIEWED AND AGREED TO THESE TERMS OF SERVICE AND OUR OTHER POLICIES.

IF YOU ARE UNDER AGE 13, YOU MAY NOT, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, USE OUR SERVICES.  

WE MAY REFUSE TO OFFER OUR SERVICES TO ANY PERSON OR ENTITY AND CHANGE THE ELIGIBILITY CRITERIA AT ANY TIME.  THE RIGHT TO ACCESS OUR SERVICES IS REVOKED WHERE THESE TERMS OR USE OF OUR SERVICES ARE PROHIBITED, OR TO THE EXTENT THE OFFERING, SALE, OR PROVISION OF OUR SERVICES CONFLICTS WITH ANY APPLICABLE LAW.

WE MAY PERIODICALLY SUPPLEMENT, MODIFY, OR REVISE THESE TERMS OF SERVICE OR ANY OF OUR OTHER POLICIES, IN OUR SOLE DISCRETION, THE DATE OF SUCH MODIFICATIONS WILL BE EVIDENCED BY THE “LAST REVISED” DATE DESIGNATION AT THE TOP OF THESE TERMS OF SERVICE. 

If you have any questions regarding these Terms of our other Policies, please contact us at help@finpace.com. 

1. Introduction.

We are Finpace and our mission is to make it easier and more efficient for financial advisors to onboard, manage, and grow their relationships with customers and clients.  To accomplish our mission, we offer Services on our platform and application (available at www.finpace.app) (“Platform”), allowing users (“Users”) to create workflows, intake and organize data, and receive, store, and send documents and information.

2. Our Services.

Our Platform and the data, information, tools, software, applications, application program interfaces (“APIs”), updates and similar materials or services allow Users to onboard customers and clients, receive, transmit, store, organize, and distribute information, data, and documents, establish workflows, automate communications, and other similar features and services (collectively, “Services”). If you grant us access to Content, data, information, or documents, we may use such materials in accordance with these Terms and our other Policies.

We may change our Services or Platform at any time.  For instance, we may (i) suspend or discontinue any part of our Platform or Services, (ii) introduce new features or impose limits on certain features or restrict access to parts or all of our Platform or Services, or (iii) establish policies and practices concerning the use of our Platform or Services, including policies that may delete or remove features, functionality, or data, in our sole discretion.  Our Services and Platform will not be available to temporarily or permanently suspended Users or Accounts.  We reserve the right to refuse your access to our Services or Platform or terminate your Subscription or Account (as defined below). Any rights not explicitly granted in these Terms are strictly withheld and reserved by us. 

You agree to use our Services only for lawful purposes and in accordance with these Terms and our other Policies. Unless specifically stated otherwise, all information and material accessible through the Services are made available only for the purpose of providing information. 

Unless otherwise designated on a purchase order, you acknowledge that each Subscription to the Service is designed, intended, and licensed for use by a single User only. You agree that you are solely responsible for the activities that occur under your Subscription or Account. You agree not to share access to the Services, whether through your Account or Subscription,  with any other individuals or entities, except where expressly permitted by us. The results and outputs from the Service, including but not limited to its reports and any other private material, may not be used in informational dissemination to the public, mass communications or advertisements, in any form or fashion. Unless specifically permitted in a separate agreement with Finpace, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Platform or Services (or any Subscriptions or Accounts related therewith) for any purpose.

As long as you are in compliance with these Terms and our other Policies and have paid any applicable Subscription Fees, you may access, and we grant you a non-exclusive and revocable right to use our Platform and Services, during the relevant Subscription period, in accordance with these Terms and our other Policies.  Without limiting the generality of the foregoing, we expressly prohibit you from using our Platform or Services, directly or indirectly, in the following manner:

• attempting to avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers, licensors, or third-parties (including another User);

• using our Services or Platform in a manner that degrades the operation, speed, or reliability of our Services, Platform, or any underlying technologies thereof, including accessing, tampering with, or using non-public areas of our Services, Platform, computer systems, or technical delivery systems;

• engaging in any web scraping or other data extraction methods, including any automated or programmatic method, or attempting to probe, scan, or test the vulnerability of our systems, networks, or breach security or authentication measures, including implementing any “bot attack” or similar technical attack or measure;

• collecting usernames and/or email addresses of Users by electronic or other means, including sending unsolicited emails or other communications, that would otherwise violate these Terms, our Policies, or applicable law;

• attempting to decipher, decompile, disassemble, reverse assemble, revise compile, translate, reverse engineer, or otherwise attempt to discover the source code or underlying components of the models, systems, or algorithms of any of our Services, Platform, or their underlying technologies;

• using our Platform or Services to directly compete with us;

• misrepresenting an affiliation with any person or organization;

• buying, selling, or otherwise transferring API keys to access the Platform or Services;

• collecting, storing, or transmitting any personal information (as defined in our Privacy Policy) from our Users or your customers and clients without their express permission or send us any personal information of a child under the age of 13 or the applicable age of digital consent. If you are using the Services to process personal data or personal information, you must provide legally adequate privacy notices and obtain the necessary consents for processing such data or information, and you represent and warrant that you are only processing or accessing such data in accordance with applicable law;

• distributing, uploading, making available, or otherwise publishing through our Platform or Services any recommendations, suggestions, information, ideas, comments, causes, documents, promotions, questions, notes, drawings, plans, proposals, or similar materials (“Submissions”) or text, information, links, documents, information, graphics, names, likeness, audio, photos, software, sounds, video, comments, messages, or similar content (“Content”) that is (i)  unlawful or encourages another to engage in anything unlawful, (ii) violates the rights of any third party or infringes upon any patent, trademark, tradesecret, copyright, right of privacy, right of publicity, or other intellectual property right of any other person, (iii) is false, inaccurate, fraudulent, or misleading, or (iv) is libelous, defamatory, obscene, inappropriate, invasive of privacy or publicity rights, abusive, harassing, or threatening; 

• any use of our Services that is unlawful or in violation of these Terms or our other Policie; and

• otherwise engaging in conduct or activities that we, in our sole discretion, believe is an improper use of our Platform or Services.

You acknowledge that we and our employees and agents are NOT financial advisors and/or financial planners that handle the dissemination of investment advice, and can not, through the Service or Platform, advise you or otherwise act on your behalf. Our Platform and Services are provided for information purposes only and shall not be construed to be a recommendation to buy, sell, offer, or otherwise engage in matters involving securities. Nothing contained in our Platform or Services shall be considered a recommendation or solicitation to buy or an offer to sell a security to any person in any jurisdiction. Any investment decisions you may make on the basis of any information found on the Platform or through the Services is your sole responsibility. You also acknowledge that neither us nor our employees or agents have a fiduciary relationship with you.

The Content and other materials accessible on our Platform or through our Services, including but not limited to summaries, descriptions, publications and any other such materials (if any), are not intended to and DO NOT constitute legal, financial, investment, business or professional advice of any kind. Those accessing the materials appearing on the Platform or through Services should not act upon them without first seeking relevant professional counsel, as these materials are general in nature, and may not apply to particular circumstances. The materials should not be used as a substitute for consultation with a professional adviser. You acknowledge and agree that we are not responsible for any financial, business or legal decisions that you may make.

Unless otherwise expressly indicated, any federal tax advice contained on the Platform or through the Services is not intended or written to be used, and may not be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein. Each User is expressly prohibited from engaging in such conduct. 

Our Platform, Services, and various components may contain links to other websites or third-party services (“Third Party Service(s)”).  By using our Platform or Services you hereby acknowledge and agree that we may provide to you, or provide your Content to, providers of certain Third Party Services. Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and these Terms do not apply to your use of any such Third Party Services.  The Third Party Services are not under our control, and we are not responsible for any Third Party Service.  You are responsible for evaluating whether you want to access or use such Third Party Services.

3. Account Registration and Management.

To access the Platform or our Services, you must create an account (“Account”). In registering and creating your Account, you agree to provide accurate and correct information about your identity and payment information. Without our prior written approval, you may not assign or otherwise transfer your Account or Subscription (or any to access or use the foregoing) to any other individual or entity. 

You are solely responsible for all activities under your Account. You may not use another person’s Account without Finpace’s express written permission. You agree to notify us immediately of any unauthorized use of your Account or any breach of Account security. We are  not responsible for any third-party access to your Account that results from theft or misappropriation of your Account. We will not be liable for, and you shall indemnify us against, any losses arising from your failure to comply with these Terms or our other Policies. 

4. Subscriptions and Payment Terms

We offer different subscription levels for access and use of Services (e.g. Growth and Enterprise) (“Subscription Levels”), which may have access to different functions, features or usage limits related to our Platform and Services and may be subject to various subscription fees (“Subscription Fees”) plus any other applicable taxes and fees. Unless otherwise agreed upon in writing by us, the Subscription Levels and associated Subscription Fees are as stated on our Platform or as presented at the time of submission of an order for purchase. We retain the right to change Subscription Levels and Subscription Fees in our sole discretion, provided that such changes will not apply to a current subscription term, but may impact subscription renewals. 

Upon subscribing to a Subscription Level, you agree to pay the Subscription Fees associated with your subscription (“Subscription”), which may be established upon registration or activation of your Subscription or Account. Any payment terms presented to you in obtaining a Subscription are deemed part of these Terms and are incorporated herein by reference.

We may collect payments of Subscription Fees from you directly or through third-party payment processors (e.g. Stripe), which may bill you through a payments account selected at checkout or linked to your Account. Any payment processing by third-party payment processors will be subject to the terms, conditions, and policies of such payment processors in addition to these Terms and our other Policies. 

By providing a credit card or other acceptable payment method, you represent and warrant that you are authorized to use the designated payment method, and you authorize us (or our designated payment processors) to charge your payment method for the Subscription Fees. If your payment method cannot be verified, is invalid or is otherwise not acceptable, your Account or Subscription may be suspended or canceled. If we do not receive payment from you, you agree to pay all amounts due upon demand. We reserve the right to correct any errors or mistakes we (or our third-party payments processors) make in the checkout process. 

The Subscription Fees and payment terms for your Subscription or Account may consist of recurring charges. By subscribing to Subscription, you acknowledge that such Subscription Fees have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. 

NOTWITHSTANDING THE FOREGOING, WE MAY SUBMIT PERIODIC CHARGES DEPENDING ON YOUR SUBSCRIPTION LEVEL AND TERMS WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE THAT YOU HAVE TERMINATED YOUR SUBSCRIPTION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT TO UPDATE OR TERMINATE YOUR SUBSCRIPTION. YOU MAY TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD THROUGH THE ACCOUNT SETTINGS ASSOCIATED WITH YOUR ACCOUNT OR CONTACTING US AT THE ADDRESS SET FORTH IN THESE TERMS.  

Your Subscription will automatically extend for successive renewal periods. Your renewal period will renew each month or annual period (as applicable) at the then-current non-promotional rate associated with such Subscription Level. You may change your Subscription or Subscription Level through the Account settings associated with your Account. If you want to cancel your Subscription, you may do so by written notification to us via electronic mail to help@finpace.com. Cancellation is complete when you receive an acknowledgement from us that your message has been received and your Subscription has been canceled. Your Subscription cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these Terms, we will not refund any amounts you have already paid. If you terminate your Subscription or Subscription Level, you may continue to use your Subscription until the end of your then-current term, and your Subscription will not be renewed after the expiration of the then-current period. 

YOU MUST PROVIDE CORRECT, CURRENT, AND COMPLETE INFORMATION FOR YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR ACCOUNT OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH THE ACCOUNT SETTINGS ASSOCIATED WITH YOUR ACCOUNT. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE  MAY CONTINUE TO CHARGING YOU FOR ANY SUBSCRIPTION FEES ASSOCIATED WITH YOUR ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION PURSUANT TO THESE TERMS. 

We may offer free trials or discounted Subscription Levels for a limited period. If we offer you such a trial, the specific terms of such trial will be provided at the time of offer and may be accepted in accordance with those terms and these Terms. Unless otherwise provided by us in writing, trials are only available for Users who have not previously held a paid Subscription Level. If you obtain a free trial, you may not create more than one Account. If we believe you are not using the free trial in good faith, we may charge you standard fees or stop providing access to our Platform or Services. By agreeing to a free trial Subscription, you also agree to the associated Subscription Fees upon expiration of such free trial Subscription, and we (or our third-party processor) will charge your payment method on a recurring basis for the applicable Subscription Fee at the expiration of such free trial Subscription unless you cancel your Subscription prior to the expiration of such trial period. 

5.  Submissions, Content, and Feedback. 

You acknowledge and agree that you are under no obligation to submit anything on the Platform or through the Services, and unless otherwise noted, we will not claim ownership of your Content or Submissions. In order for us to provide the Platform and Services to you and for promotion of our Platform and Services, however, we require your permission to process, display, reproduce and otherwise use Content or Submissions you make available to us on the Platform or through the Services. Therefore, if you choose to submit any Content or Submissions to the Platform or through our Services, you hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to use, display, perform, and distribute any such Content or Submissions, including without limitation distributing part or all of the Content or Submissions in any media format through any media channels, for the purposes of providing, maintaining, operating, and marketing the Services and Platform.  Notwithstanding the foregoing, information that you upload or make available for the purpose of using the Platform or Services (such as information about your clients, their addresses, financial information, and similar related data) will only be used by us for the purpose of providing the Platform and Services to you.

By submitting any Content or Submissions to us you hereby agree, represent and that: (a) the Content and Submissions do not contain proprietary or confidential information that we should not have access to, and the provision of the Content and Submissions is not a violation of any third party’s rights; (b) all such Submissions and Content are accurate and true, (c) we are not under any confidentiality obligation relating to the Content or Submissions; (d) we shall be entitled to use or disclose the Content or Submissions in any way consistent with these Terms and our Policies; and (e) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.

You further acknowledge that we are under no obligation to maintain any information, materials, Content or Submissions that you submit, post or make available to or on the Platform or Services. We reserve the right to withhold, remove and or discard any such materials at any time.

You further acknowledge and agree that by sharing information on our Platform or through our Services, and requesting information to be sent through the Services, you may be revealing information about yourself and/or your business (or your clients). You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials, and you agree that we shall not be held responsible, and we shall be released and held harmless by you from any liability or damages arising out of such conduct.

Although we reserve the right to review, remove or edit any Submissions or Content, we may not routinely screen, monitor, or review Submissions and Content on the Platform or Services, including representation made by Users. YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR ANY SUCH INFORMATION. YOUR RELIANCE ON ANY SUCH INFORMATION IS AT YOUR OWN RISK.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about our Services or Platform (“Feedback”) provided by you to Finpace is non-confidential. We shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation from you.

6. Intellectual Property.

We retain all rights to our intellectual property, including our names, logos, or trademarks, and the intellectual property licensed to us from third parties.  You may not use our  (or any of our affiliates or licensors) names, logos, branding, trademarks or service marks, without our prior written consent. The trade names, logos, designs, graphics, icons, scripts, and similar items are our (or our licensors’) trademarks, trade names, and trade dress.  The software underlying or related to the Platform or Services, and all updates, modifications, enhancements, or corrections to such software, and any trademarks, copyrights, patents, trade secrets, or other intellectual property rights pertaining to any aspect of the software and any related document, shall remain the sole exclusive property of us and/or our licensors, as applicable. Further, the “look and feel” (e.g., shapes, layouts, designs, color combinations) of our Platform and Services are protected by applicable copyright, trademark, and other intellectual property law. Nothing contained in these Terms shall convey to you any title, ownership, or rights to such intellectual property, which is expressly retained by us.

You agree you will not copy, modify, scrape, distribute, create derivative works of, or the like, or do or perform any other action on the Platform or using our Services, or our intellectual property that you are exposed to through our Services that is not explicitly authorized by these Terms or our other Policies.  Any use of our Services other than as specifically permitted in these Terms or our other Policies is strictly prohibited.  All goodwill generated from using our intellectual property (including the Platform and our Services) will inure to our exclusive benefit.  We reserve any rights not expressly granted herein.  Other links, company, product, and service names and logos used and displayed on or through our Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us.

7. Infringement Policy. 

We respect the intellectual property rights of others and require our Users to do the same.  We do not knowingly permit infringement of intellectual property rights in connection with our Services. We will remove all Content if we are properly notified (and agree) that such content infringes on another’s intellectual property rights.  

Although we are not obligated to do so, we will make reasonable efforts to investigate notices of alleged infringement or violations of intellectual property laws and take action regarding such infringement where applicable.  If you believe your work has been copied in a way that constitutes infringement or your intellectual property rights have been violated, then you may submit a notification pursuant to the Digital Millennium Copyright Act, by providing us with the following information:

• signed confirmation you are the owner or are authorized to represent the owner of the copyright that is allegedly infringed;

• identification of the copyrighted work claimed to have been infringed;

• identification of the infringing content, with information sufficient for us to locate the material that is claimed to be infringing;

• a statement that you believe, in good faith, that the use of the Content is not authorized by the copyright owner, its agent, or the law; and

• a statement that the information in the notification is complete, accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

If you fail to comply with all of the requirements above, your notice may not be valid. We will endeavor to resolve notices delivered pursuant to these Terms within 14 business days and will provide the complaining party an opportunity to respond. Please contact us by email at help@finpace.com (subject line: Takedown Request) or at: 

Finpace Technology, LLC, 

Attn: Legal

106 Gore Rd. SW, Upstairs

Knoxville, TN 37919

‍

8. Disclaimers and Limitation on Liability

We do not represent and warrant, and hereby disclaim, that access to the Platform or Services will be error-free or uninterrupted, and we do not guarantee that Users will be able to access or use the Platform, Services, or any features thereof, at all times. To the contrary, we expressly reserve the right to modify, discontinue, terminate, or suspend, at any time or from time to time, the Platform, the Services, or any portion thereof. Further, although our mission is to make it easier and more efficient for investment advisors to onboard, manage, and grow their relationships with their clients and customers, we make no guarantee as to any such result. 

BY ACCESSING OR USING THE PLATFORM OR SERVICES, OR OBTAINING A SUBSCRIPTION, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES, PLATFORM, SUBSCRIPTION, AND ANY CONTENT THERETO IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND. WE HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (III) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US SHALL CREATE ANY SUCH WARRANTY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL WE (OR OUR AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OR BUSINESS PARTNERS), BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, LOST DATA, BUSINESS INTERRUPTION, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE OUR PLATFORM OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT WE WERE (OR SUCH PERSON WAS) ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (III) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION SHALL FIND THAT ANY OF THE ABOVE DISCLAIMERS ARE UNENFORCEABLE, THEN YOU AGREE THAT NEITHER US NOR ANY COVERED PERSON ABOVE, SHALL BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100.00).

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

IF YOU ARE A USER FROM NEW JERSEY, SECTION 8 (DISCLAIMERS AND LIMITATION ON LIABILITY) IS INTENDED TO BE, AND ARE, ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PROVISION OF SUCH SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PROVISIONS.

Under California Civil Code Section 1789.3, California Users may be entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California, 95834, or by telephone at (800) 952-5210. 

If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims that 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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

9. Indemnification

You hereby agree to release, defend, indemnify, and hold us and our subsidiaries, affiliates, directors, officers, employees, agents, investors, merchants, vendors, partners, licensors, and representatives (collectively, “Indemnities'') harmless from and against any losses, damages, liabilities, claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your  Content, (ii) your breach of these Terms or our other Policies, (iii) your access to, connection to, or use or misuse of Finpace’s Platform or Services, (iv) your violation of any rights of any third party, including, without limitation, any intellectual property or privacy rights; or (v) your violation of law. This defense and indemnification obligation will survive these Terms and your use of the Platform or Services. 

We will provide notice to you of any such action, claim, suit, or proceeding and may assist you, at your expense, in defending any such action, claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter subject to this Section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

10. Choice of Law; Binding Arbitration; Waiver of Litigation and Class Action Arbitration

These Terms shall be governed by and interpreted in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflicts of law. 

BY REGISTERING AN ACCOUNT OR ACCESSING OR USING OUR SERVICES OR PLATFORM YOU ACCEPT THESE TERMS AND EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

If you have a concern with the Platform or Services, you can contact us at help@finpace.com.  If we cannot resolve your concern, you and us agree to be bound by the procedure in this Section to resolve disputes. This Section is an agreement between you and us, and applies to each party’s respective agents, employees, successors, beneficiaries, and assigns. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Section.

All disputes, claims, or controversies arising from or relating to these Terms, our Services or Platform, their marketing, or the relationship between you and us ("Disputes") shall be determined exclusively by binding arbitration. The only Disputes not covered by this Section are claims (i) regarding the infringement, protection, or validity of Finpace’s or its licensors' trade secrets, copyright, trademark, or patent rights; (ii) if you reside in Australia, to enforce a statutory consumer right under Australia consumer law; and (iii) brought in small claims court (which shall be brought exclusively in Knoxville, Tennessee).

You and us shall first attempt to resolve any Dispute informally for at least 30 days before initiating arbitration. The informal negotiations commence upon receipt of written notice from one person to the other ("Notice of Dispute"). The Notice of Dispute must: (i) include the full name and contact information of the complaining party; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought. Finpace will send its Notice of Dispute to your billing address or email address associated with your Account. You will send your Notice of Dispute to: Finpace Technology, LLC, 106 Gore Rd SW, Upstairs, Knoxville, TN 37919. If the parties cannot resolve a Dispute informally, you or Finpace may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other.

The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at www.adr.org.

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate and applicable, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall decide in writing and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and Finpace may litigate in court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. Arbitration will take place exclusively in Knoxville, Tennessee.

YOU AND FINPACE HEREBY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall not consolidate another person's claims with your claims and shall not preside over any type of representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this specific Section is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.

11. General. 

These Terms and any rights and licenses granted hereunder and thereunder (if any), may not be transferred or assigned by you, including in connection with a change of control or by operation of law, without our prior written consent but may be assigned by us, including in connection with a change of control, without notice or restriction. These Terms will inure to the benefit of our successors and permitted assigns, and we are free to assign our rights without your prior consent or prior notice.

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

Failure by us to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against us, unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

12. Contact Information. 

You can contact us as follows:

By Mail: Finpace Technology, LLC, 106 Gore Rd SW, Upstairs, Knoxville, TN 37919

By Email: help@finpace.com