Welcome to the digital services provided by FinAutomation.com ("FinAutomation," "we," or "us"). These Terms of Service (referred to as "these Terms") outline the conditions under which you may utilize our online and/or mobile services, website, and associated software offered as part of our platform (collectively, the "Services"). Your access or use of the Services, your act of clicking a button or checking a box labeled "I Agree" (or similar), or your execution of an order with FinAutomation.com specific to your individual or organizational needs (a "Service Order, Scope of Work, Invoice payment") signifies your acknowledgement, comprehension, and agreement to be bound by both these Terms and the Service Order, which is hereby incorporated by reference (together, the "Agreement"), irrespective of your registration status for the Services. Notwithstanding the foregoing, if a Customer has executed an offline version of the Agreement governing the use of the Services, the provisions below will not apply to that Customer, and the offline terms shall govern their use; provided, however, that all Authorized Users of such Customer remain subject to these Terms. FinAutomation.com reserves the right to amend these Terms and will provide notification of significant changes as detailed further below. These Terms are applicable to all individuals and entities accessing or using the Services, including those authorized by a Customer (as defined below) to use the Services ("Authorized Users"), the Customer itself, and all other parties interacting with the Services (collectively, including Authorized Users, "you" or "your").

PLEASE REVIEW THESE TERMS THOROUGHLY TO ENSURE FULL COMPREHENSION OF EACH PROVISION. THESE TERMS INCLUDE A MANDATORY INDIVIDUAL ARBITRATION CLAUSE IN SECTION 15.2 AND A JURY TRIAL WAIVER IN SECTION 15.3, WHICH REQUIRE THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION FOR RESOLVING DISPUTES BETWEEN THE CUSTOMER AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO YOUR ACCEPTANCE OF THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY RELINQUISH YOUR RIGHT TO PURSUE REMEDIES IN A COURT OF LAW AND TO HAVE A JURY TRIAL FOR YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

Should you subscribe to, access, or utilize the Services, establish an organizational account, invite users to such an organization, or permit the use of that organization after being informed of a modification to these Terms, you affirm your understanding of the then-current Agreement and accept the Agreement on behalf of the Customer. Please confirm that you possess the requisite authority to enter into this Agreement on behalf of the Customer before proceeding.

1. General Provisions

1.1 Customers, Authorized Users, and Customer Content. "Customer" refers to either the individual executing the Service Order, payment of invoice, or the organization such individual represents in assenting to the Agreement. If you have subscribed to a service plan as a Customer using your corporate email domain, or are otherwise entering into a subscription on behalf of a business entity or other organization, the business entity or organization for whom you subscribed is deemed the Customer. By subscribing on behalf of your business entity or organization, you affirm and warrant that you possess all necessary rights, power, and authority to legally bind such entity or organization to this Agreement. Any party under contract with FinAutomation.com via a Service Order, payment of invoice, including employees of such organizations, is considered a Customer. For clarity, if you are classified as a Customer, you may not concurrently be an Authorized User.

Customers and/or Authorized Users may submit information or materials to the Services or to FinAutomation's representatives. This includes data pertaining to an identifiable individual ("Customer Personal Data") and User Content (as defined below) (User Content, collectively with Customer Personal Data, "Customer Content"). The Customer shall retain sole rights and responsibility for managing its use of such content. The Customer will be exclusively accountable for all actions and omissions of its Authorized Users concerning the Services and this Agreement.

1.2 Eligibility This constitutes a contractual agreement between you, as a Customer or an Authorized User of a Customer, and FinAutomation.com, as governed by these Terms. You must read and consent to these Terms prior to using the Services. Non-agreement precludes your use of the Services. Your use of the Services is permissible only if you are capable of forming a legally binding contract with FinAutomation.com, and only in strict adherence to this Agreement and all applicable local, state, national, and international laws, rules, and regulations. The Services are not available to any Customers or Authorized Users who have been previously removed from the Services by FinAutomation.com.

The Services are not intended for, and should not be used by, individuals under the age of 13. The Customer is responsible for ensuring that all Authorized Users are at least 13 years old.

The Customer shall (i) inform Authorized Users of all Customer policies and practices relevant to their use of the Services and any settings that may influence the processing of Customer Content; and (ii) secure all necessary rights, permissions, or consents from Authorized Users and other Customer personnel required to grant the rights and licenses specified in the Agreement and for the lawful use and transmission of Customer Content and the operation of the Services.

1.3 Subscriptions A subscription grants the Customer and its Authorized Users access to the Services. Subscriptions may be obtained by contacting FinAutomation.com and executing a Service Order, Scope of work, or payment of invoice. Subscriptions commence upon our making them available to the Customer and continue for the duration specified in Section 5 (the "Subscription Period").

1.4 Beta Products Periodically, we may invite beta testers to assist us in evaluating new functionalities. These features will be designated as "beta" or "pre-release," or by terms or phrases with comparable meanings (each, a "Beta Product"). Beta Products are provided on an "as is" and "as available" basis and, to the extent permitted by applicable law, without any of the warranties or contractual commitments typically provided for our other services.

1.5 Feedback The Customer and its Authorized Users may choose to, or we may solicit them to, provide comments or suggestions regarding the Services, including ideas for improving the Services or our products ("Ideas"). By submitting any Idea, the Customer agrees that its disclosure is voluntary, unsolicited, and unconstrained, and will not impose any fiduciary or other obligation upon us. We shall be free to utilize the Idea without any additional compensation to the Customer, the Authorized User, or any other party, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. The Customer further acknowledges that, by accepting the submission, we do not waive any rights to use similar or related Ideas previously known to us, developed by our personnel, or obtained from sources other than the Customer or its Authorized Users.

1.6 Privacy Policy and Protection of Personal Data By using the Services, you acknowledge and understand that your personal information will be collected, utilized, disclosed, and otherwise processed as detailed in our Privacy Policy.

We prioritize the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to circumvent our security measures or exploit your personal information for improper purposes. You acknowledge that you provide your personal information, or any personal information of others that you make available through the Services, at your own discretion and risk.

2. Service Usage and Restrictions

2.1 Our Grant of Rights to Customer

(a) Ownership of the Services, Documentation, and FinAutomation Data

FinAutomation.com retains all ownership rights, including all intellectual property and other proprietary interests, in and to the Services and Documentation (as defined subsequently). Additionally, you acknowledge and agree that FinAutomation.com may gather information concerning the usage of the Services by Customer and its Authorized Users ("Usage Data"). We may also collect, analyze, and utilize data derived from Customer Content, provided such data has been aggregated and/or anonymized to prevent identification of Customer or any specific individual ("Derived Data"). Usage Data and Derived Data are collectively referred to as "FinAutomation Data." All FinAutomation Data shall be exclusively owned by FinAutomation.com. For clarity, you agree that we may use the FinAutomation Data indefinitely for any purpose permissible under applicable law.

From time to time, FinAutomation.com may offer certain third-party products and services, including open-source software ("Third-Party Products"), for use in conjunction with the Services. Such Third-Party Products may be subject to separate or additional terms and conditions, including open-source licenses, which FinAutomation.com will make available to you as necessary.

(b) Rights to Access the Services and Documentation

Throughout the Subscription Period, FinAutomation.com grants the Customer a non-exclusive, non-transferable right to access and use, and to permit Authorized Users to access and use, the Services in accordance with this Agreement, solely for the Customer's internal business operations.

Should FinAutomation.com make downloadable software components available as part of the Services, via application stores or other channels, then during the Subscription Period, we grant Customer a non-sublicensable, non-transferable, non-exclusive, limited right for Customer and its Authorized Users to use the object code version of these components. This use is solely for the purpose of enabling access to and use of the Services. Minor updates, bug fixes, and similar enhancements to such downloadable software components will be covered under this right for the duration of the subscription.

FinAutomation.com may periodically provide product documentation for the Services (the "Documentation") through a method of our choosing (e.g., within the Services). During the Subscription Period, FinAutomation.com grants Customer a non-sublicensable, non-transferable, non-exclusive, limited right for Customer and its Authorized Users to use the Documentation to support their use of the Services.

All rights and licenses granted herein are contingent upon your and your Authorized Users' full compliance with all terms and conditions of this Agreement. All rights in the Services and Documentation not explicitly granted herein are expressly reserved by FinAutomation.com.

2.2 Customer's Grant of Rights to Us

(a) Ownership of Customer Content

As between FinAutomation.com on one hand, and Customer and its Authorized Users on the other, Customer shall retain ownership of all Customer Content, including, for clarity, Customer Personal Data and User Content.

(b) License to Customer Personal Data

Subject to the terms and conditions of this Agreement, Customer (on behalf of itself and all of its Authorized Users) grants FinAutomation and its subcontractors and service providers a worldwide, non-exclusive, limited-term right to access, use, process, copy, distribute, perform, export, and display Customer Personal Data. This right is granted only as reasonably necessary (i) to provide and maintain the Services; (ii) to prevent or address service, security, support, or technical issues; (iii) as required by law; and (iv) as explicitly permitted in writing by Customer, including in any applicable order. Customer represents and warrants that it has secured all necessary rights to Customer Personal Data from its Authorized Users, customers, or any third parties to grant this license.

Notwithstanding the foregoing, Customer agrees that FinAutomation may collect, analyze, use, and disclose, during or after the Subscription Period, data derived from Customer Personal Data. Such derived data will be anonymized and/or aggregated in a manner that makes the identification of Customer or any Authorized User or third party impossible. This anonymized data may be used for any business purpose, including to operate, analyze, improve, and market the Services and our other products and services, and to share such data with our affiliates and business partners. Customer further agrees that FinAutomation will have the perpetual right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works from such derived data.

(c) License to User Content

Regarding the portion of Customer Content consisting of images, designs, comments, questions, documents, spreadsheets, and any other content submitted or otherwise made available by Customer and/or its Authorized Users through the Services or to FinAutomation's representatives ("User Content"): by submitting, storing, or otherwise making such User Content available through the Services or to FinAutomation's representatives, you grant, and represent and warrant that you possess all necessary rights to grant (including any required consents and authorizations from individuals identified in the User Content and licenses from third parties whose content is included), to FinAutomation.com a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide right to use, host, store, reproduce, modify, publish, list information regarding, translate, distribute, publicly perform, publicly display, and create derivative works of all such User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed. This right is granted for use in connection with (i) FinAutomation's provision of the Services as described in this Agreement, (ii) improvement of the Services, and (iii) FinAutomation's product documentation.

2.3

To the extent permitted by applicable law, FinAutomation.com assumes no responsibility and accepts no liability for any Customer Content that Customer or any Authorized User or third party submits or otherwise makes available in connection with the Services. As between Customer and FinAutomation.com, Customer shall be solely responsible for the Customer Content and the consequences of submitting or otherwise making it available via the Services. Customer acknowledges and agrees that FinAutomation.com acts only as a passive conduit for Customer's and its Authorized Users' distribution of such User Content.

2.4 Responsibilities for Customer Content

FinAutomation.com is not responsible for the content of any Customer Content or the manner in which Customer or its Authorized Users choose to use the Services to store or process any Customer Content once Customer approves the final format. Customer represents and agrees that Customer is solely responsible for (i) providing notices and obtaining consents as legally required from its Authorized Users and its customers for the collection, use, processing, and transfer of Customer Content in connection with the Services; and (ii) ensuring compliance with all laws in all jurisdictions that may apply to Customer Content provided hereunder, including (a) all applicable international, federal, state, provincial, and local laws, rules, and regulations relating to data privacy and security, and (b) all relevant self-regulatory guidelines and principles, if applicable. FinAutomation shall have no responsibility or liability related to the accuracy, content, currency, completeness, or delivery of the Customer Content provided by Customer or its Authorized Users. Customer is responsible for the accuracy, content, currency, completeness, and delivery of the Customer Content uploaded and/or input by its Authorized Users, and Customer warrants that the Customer Content posted by its Authorized Users is accurate, current, and complete. Customer Content may be accessed by FinAutomation employees. Customer shall provide FinAutomation with copies of any consents or other materials as may be requested by FinAutomation, as relevant and applicable, and shall use any consent forms that may be required by FinAutomation. Customer represents and warrants that Customer has all the necessary rights to grant the rights herein, and that the use of Customer Content does not violate any law. Unless otherwise agreed to in writing, Customer may not submit any Customer Content that includes any information which may be subject to specific data privacy and security laws, including the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), the Children's Online Privacy Protection Act (COPPA), or the GDPR, or any other data considered sensitive or which could give rise to notification obligations under data breach notification laws. FinAutomation.com makes no representations as to the adequacy of the Services to process your Customer Content or to satisfy any legal or compliance requirements which may apply to your Customer Content, other than as described herein.

2.5 Use of the Services

Customer must comply with this Agreement and ensure that its Authorized Users comply with this Agreement. FinAutomation.com may review conduct for compliance purposes, but we are under no obligation to do so. If we believe there is a violation of this Agreement that can be remedied by removal of certain Customer Content, we will, in most cases, request Customer to take direct action rather than intervene. However, to the extent legally permissible, FinAutomation.com reserves the right to take further appropriate action, when deemed reasonably appropriate, if Customer does not take suitable action, or if we believe there is a credible risk of harm to FinAutomation.com, the Services, Authorized Users, or any third parties. To the extent legally permissible, we reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates any of these provisions.

3. Proprietary Rights

3.1 FinAutomation's Intellectual Property. The Services, along with all ownership, rights, and interests pertaining to them, including all intellectual property rights, any enhancements, alterations, and improvements, and any new software applications developed by FinAutomation as part of, or independent from, the Services and made accessible to you or related to the Services, are and will remain the exclusive property of FinAutomation. FinAutomation explicitly reserves all rights, title, and interest in and to the Services.

3.2 Acquired Expertise. Each party is permitted to utilize the general knowledge, skills, and experience gained by its personnel while fulfilling their responsibilities under these Terms, provided that such expertise does not incorporate the other party's Confidential Information.

4. Payment Obligations This Section 4 applies exclusively to Customers who acquire subscriptions for their Authorized Users and have a signed Service Order with FinAutomation.

4.1 Service Charges. The Customer shall obtain the Services through a Service Order that references these Terms. The Customer's subscription plan for the Services is detailed in the relevant Service Order. Such Service Order becomes binding upon signature by both the Customer and FinAutomation. The Customer agrees to pay FinAutomation the amounts specified in an applicable Service Order ("Fees") as compensation for the Services provided by FinAutomation in accordance with these Terms. The initial payment is due immediately upon the Effective Date of such Service Order. All Fees paid up to the point of termination or expiration are non-refundable.

4.2 Payment Processing. Unless otherwise stipulated in a Service Order, payments will be processed via automatic debit through ACH or Credit Card. FinAutomation will separately request the Customer's banking or credit card details using a secure form and will process recurring automatic payments for the Services. The Customer must provide at least one (1) current, valid payment card accepted by us and our designated third-party payment processor ("Payment Processor") (each, a "Payment Method"). By providing a Payment Method, you authorize FinAutomation and the Payment Processor to charge that Payment Method for the applicable Fees and taxes, including, if applicable, on a recurring basis until you cancel your Subscription Period in accordance with your Service Order (including any notice period specified in Section 4.6(c) (Cancellation Procedures)). Fees and taxes will be charged to your Payment Method on the specific payment date indicated in your Paid Service Account. In certain instances, your payment date may vary, for example, if a payment has not successfully cleared, if you altered your subscription plan, or if your subscription commenced on a date not present in a subsequent month. The duration of your billing cycle will depend on the type of subscription you have selected, if applicable. Fees are fully earned upon receipt of payment. We may pre-authorize your Payment Method in anticipation of Service-related charges through various means, including authorizing an amount up to one (1) month of service as soon as you register for the Service.

4.3 Third-Party Payment Processor. We or our Payment Processor will endeavor to verify your Payment Method(s), potentially by initiating an authorization hold, which is standard practice. To the extent the Payment Processor processes your payments, you will be subject to the terms and conditions governing the use of the Payment Processor's service. Please review these terms and conditions, as well as the Payment Processor's privacy notice (each available on the Payment Processor's website). You acknowledge and understand that the Payment Processor may collect and retain third-party fees whenever you pay Fees. Payment must be received by the Payment Processor prior to our acceptance of an order. For all payments, the Payment Processor will collect your Payment Method details and charge your chosen Payment Method in connection with an order. Should any of your account, order, or Payment Method information change, you commit to promptly updating such information to enable us or the Payment Processor to complete your transaction(s) and/or contact you, as necessary.

4.4 Payment Representations and Warranties. You affirm and warrant that: (a) the account, order, and Payment Method information you provide to us and/or to the Payment Processor, as applicable, is true, accurate, correct, and complete; (b) you are duly authorized to use the Payment Method(s); (c) you will pay any and all charges incurred by users of your Payment Method in connection with the Services, including any applicable Fees (at the prices in effect when such charges are incurred) and taxes; (d) charges incurred by you will be honored by your Payment Method company; (e) you will not permit or enable anyone else to use your subscription (including, without limitation, by sharing your password(s) or any other authentication credentials, or by attempting to transfer your subscription); and (f) you will promptly report to us any unauthorized or prohibited access to or use of your subscription and/or password(s) or other authentication credentials.

4.5 Disclaimer of Payment Liability. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (A) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD, (B) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES, AND/OR (C) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.

4.6 Subscription Plans

(a) Automatic Renewals. Subscriptions are offered on an automatically renewing basis and require payment of Fees. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE CONCLUSION OF EACH SUBSCRIPTION PERIOD SPECIFIED IN YOUR SERVICE ORDER FOR SUBSEQUENT TERMS OF EQUAL LENGTH TO THAT STATED ON YOUR SERVICE ORDER UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 4.6(C) (INCLUDING ANY NOTICE PERIOD SPECIFIED IN SECTION 4.6(C) (CANCELLATION PROCEDURES)).

(b) Automatic Billing and Policies. When you subscribe, you expressly acknowledge and agree that: (i) FinAutomation and the Payment Processor are authorized to charge you, at the commencement of each Subscription Period, the Fee for the applicable subscription, any relevant taxes, and any other charges you may incur in connection with such subscription, subject to adjustment in accordance with these Terms; and (ii) your subscription is continuous until the earlier of: (A) your cancellation of such subscription (including any notice period specified in Section 4.6(c) (Cancellation Procedures)) and (B) the suspension, discontinuation, or termination of your access to such subscription or to the Services in accordance with these Terms. You understand and acknowledge that the amounts of the Fees may change in accordance with your Service Order and/or Section 4.7, and/or changes in applicable taxes, and you authorize FinAutomation and the Payment Processor to charge your Payment Method the adjusted amounts.

(c) Cancellation Procedures. To cancel any subscription, you must notify us at least three (3) days before the start of the next Subscription Period by utilizing the appropriate functionalities within the Services or by contacting us at support@finautomation.com. You will continue to have access to the subscription through the end of the then-current Subscription Period. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR SUBSCRIPTION AND THE CORRESPONDING FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE FINAUTOMATION AND THE PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS. YOU UNDERSTAND AND ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW, YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY CANCELLATION, SUSPENSION, OR TERMINATION, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION, ANY LICENSE OR SUBSCRIPTION FEES FOR ANY PORTION OF THE SERVICE, ANY CONTENT OR DATA ASSOCIATED WITH YOUR USER ACCOUNT, OR ANYTHING ELSE, AND THAT ANY SUCH REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION AND IN OUR SOLE DISCRETION. If you believe you have been improperly charged and would like to request a refund, please contact us at support@finautomation.com.

4.7 Upgrades. A Customer may elect to upgrade a subscription during a Subscription Period but may not choose to downgrade a subscription until the Subscription Period expires or renews. Unless otherwise specified on the applicable Service Order, if a Customer chooses to increase usage within a Subscription Period, the Customer shall notify FinAutomation of such increase in writing so that FinAutomation may invoice the Customer for such additional usage, which will be billed on a pro-rata basis. For monthly subscriptions, the cost will be included in the Fees for the subsequent monthly billing period. For annual subscriptions, the cost will be billed automatically at the time the Customer upgrades and shall be payable within thirty (30) days from receipt of a correct invoice.

4.8 Overdue Payments and Discrepancies. FinAutomation will notify the Client promptly when an account balance becomes overdue. A monthly late charge of one and a half percent (1.5%) will be applied to any amount that remains unpaid for thirty (30) days or more. Access to the Services will be temporarily suspended if outstanding amounts are more than thirty (30) days past due. Should the Client fail to remit the overdue balance within ninety (90) days from the date Services were suspended, FinAutomation reserves the right to permanently delete and remove all Client Content from its systems. FinAutomation is not responsible for maintaining backups of Client Content. The Client shall be accountable for any reasonable and documented expenses incurred by FinAutomation in the collection of invoices that are more than ninety (90) days past due, which may include, but are not limited to, collection agency fees, filing costs, notification procedures, and reasonable attorney's fees. If the Client disputes any portion of an invoice, the Client agrees to pay the undisputed part of the invoice and must submit a written dispute within ten (10) business days of the invoice date. The Client's dispute must be accompanied by supporting written documentation. Upon receiving a written dispute from the Client, both parties will endeavor to resolve the matter through good faith negotiation. If the parties are unable to resolve the dispute within sixty (60) days after the notice is delivered, then either party may pursue arbitration as outlined in Section 15.2. The Client's failure to submit a written dispute regarding charges within the specified timeframe will be considered final acceptance of all charges.

4.9 Taxes. All Fees are exclusive of any federal, state, or local sales or use taxes, or any other taxes or charges levied on, or in connection with, the Services.

4.10 Remedial Services and Special Engagements. Services provided to the Client related to bringing Client financial records up to date, commonly referred to as catch-up or clean-up services, or other specialized services (collectively, "Remedial Services") are not included in the standard monthly Fees. Such services, as may be specified by FinAutomation from time to time, must be approved in advance and in writing (email communication is sufficient) by the Client. Remedial Services are priced according to the type of entity; specific pricing is available upon request. Fees for Remedial Services will be invoiced separately as one-time charges. Notwithstanding the foregoing, FinAutomation will not charge the Client for any such additional or Remedial Services that are directly caused by errors or gross negligence on the part of FinAutomation.

5. Term and Termination for Clients This Section 5 applies exclusively to Clients who acquire subscriptions for their Authorized Users and are operating under a signed Service Order with FinAutomation.

5.1 Agreement Duration As further detailed below, a paid subscription has a Subscription Period that may expire or be terminated. This Agreement remains in effect until all subscriptions ordered under it have either expired or been terminated, or until the Agreement itself is terminated. Termination of the Agreement will result in the termination of all associated subscriptions.

5.2 Automatic Renewal Unless otherwise specified in the Client's Service Order: (a) all subscriptions will automatically renew for additional periods equal to one (1) year for annual subscriptions, and one (1) month for month-to-month subscriptions, or the preceding Subscription Period, whichever is shorter; and (b) the per-unit pricing during any automatic renewal Subscription Period will be FinAutomation's then-current standard rate communicated to you. Either party may provide notice of non-renewal at least thirty (30) days before the end of a Subscription Period to prevent a subscription from automatically renewing.

5.3 Termination for Breach FinAutomation or the Client may terminate this Agreement by notifying the other party if the other party materially breaches the Agreement and fails to remedy such breach within thirty (30) days after the non-breaching party provides notice of the breach. The Client is responsible for the conduct of its Authorized Users, including any breaches of the Agreement caused by them. FinAutomation may terminate this Agreement immediately upon notice to the Client if FinAutomation reasonably believes that the Services are being used by the Client or its Authorized Users in violation of applicable law.

5.4 Consequences of Termination In the event of any termination for cause by the Client, FinAutomation will refund any prepaid fees covering the remainder of the Subscription Period after the effective date of termination. In the event of any termination for cause by FinAutomation, the Client will pay any unpaid fees covering the remainder of the Subscription Period after the effective date of termination. Under no circumstances will any termination relieve the Client of the obligation to pay any fees due to FinAutomation for the period prior to the effective date of termination.

6. Termination for Authorized Users This Section 6 applies solely to Authorized Users and does not apply to Clients.

6.1 Authorized Users may deactivate their accounts at any time. FinAutomation may, with or without prior notice, modify the Services, cease providing the Services or specific features of the Services to Authorized Users, or establish usage limits for the Services. FinAutomation may, with or without prior notice, permanently terminate or temporarily suspend access to an Authorized User's account and/or the Services as available to such Authorized User without liability, with or without cause, and for any or no reason, including if, in FinAutomation's sole determination, an Authorized User violates any provision of these Terms.

7. Representations; Disclaimer of Warranties The Client represents and warrants that it has validly entered into this Agreement and possesses the legal authority to do so. The Client further represents and warrants that it is responsible for the conduct of its Authorized Users and their adherence to the terms of this Agreement. EXCEPT AS EXPLICITLY STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. FINAUTOMATION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT FINAUTOMATION DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES, THEREFORE THE AFOREMENTIONED DISCLAIMERS MAY NOT APPLY TO YOU. THIS AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND THE CLIENT AND AUTHORIZED USERS MAY ALSO POSSESS OTHER RIGHTS THAT VARY BY JURISDICTION. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. Limitation of Liability IN NO EVENT WILL FINAUTOMATION'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT RESTRICT THE CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.

IN NO EVENT WILL FINAUTOMATION HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Client is responsible for all login credentials, including usernames and passwords, for administrator accounts as well as the accounts of its Authorized Users. FinAutomation will not be liable for any damages, losses, or responsibility to the Client, Authorized Users, or anyone else, if such information is not kept confidential by the Client or its Authorized Users, or if such information is correctly provided by an unauthorized third-party logging into and accessing the Services.

The limitations specified under this "Limitation of Liability" section apply to all legal theories, whether in contract, tort, or otherwise, and to the extent permitted by law. The provisions of this "Limitation of Liability" section allocate the risks under the Agreement between the parties, and the parties have relied on these limitations in deciding whether to enter into the Agreement and in determining the pricing for the Services.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SUCH AS INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE THE AFOREMENTIONED LIMITATIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GRANTS SPECIFIC LEGAL RIGHTS, AND THE CLIENT AND AUTHORIZED USERS MAY ALSO POSSESS OTHER RIGHTS THAT VARY BY JURISDICTION. THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Indemnification

The Customer undertakes to protect, defend, and hold harmless FinAutomation.com, its affiliates, licensors, and vendors, along with their respective employees, contractors, representatives, executives, and board members, from and against any and all demands, losses, obligations, liabilities, expenses (including legal fees), or damages whatsoever. These may arise from: (a) The Customer's or any Authorized User's utilization of or access to the Services, including any Customer Content or other material transmitted or received by them; (b) Any breach by the Customer of any provision of this Agreement, including any failure to uphold the Customer's representations and warranties stated herein; (c) The Customer's or any Authorized User's infringement upon any third-party right, including rights related to privacy or intellectual property; (d) The Customer's or any Authorized User's non-compliance with any applicable law, rule, or regulation; (e) Customer Content or any content submitted through the Customer's or any Authorized User's account, including data that is misleading, erroneous, or imprecise; (f) Any claim initiated against FinAutomation.com by an Authorized User of the Customer; (g) The Customer's or any Authorized User's severe negligence, deceit, or intentional wrongdoing; or (h) Any third party's access and use of the Services using the Customer's or any Authorized User's unique username, password, or other appropriate security credentials (provided such access and use were not attributable to our fault).

10. Confidentiality for Customers

This Section 10 specifically applies to Customers and does not extend to Authorized Users.

10.1 Definition Each party ("Disclosing Party") may convey "Confidential Information" to the other party ("Receiving Party") in connection with this Agreement. This includes anything that, given its nature and the circumstances of disclosure, should reasonably be understood as confidential, as well as non-public business, product, technology, and marketing details. Customer Content is considered Confidential Information of the Customer. Confidential Information of FinAutomation.com encompasses, but is not limited to, FinAutomation.com’s related intellectual property and data, any information, or expertise (including, but not limited to, information concerning research, products, services, quantities, prices, pricing strategies, delivery methods, development, innovations, processes, engineering, marketing, techniques, customer data, internal procedures, business and marketing plans or strategies, financial details, employee information, and business prospects). Confidential Information may be marked as "confidential" or "proprietary" or with a similar designation, or its confidential nature may have been orally or in writing conveyed by the Disclosing Party to the Receiving Party concurrently with its disclosure, or it may be information that, due to its inherent character, a reasonable person under similar circumstances would treat as confidential. Notwithstanding the foregoing, Confidential Information does not include information that (a) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without a breach of any obligation owed to the Disclosing Party; (c) is obtained from a third party without a breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

10.2 Protection and Permitted Use of Confidential Information The Receiving Party shall preserve the confidentiality of, and agrees to exercise the same level of care to prevent the disclosure of, the Confidential Information as it uses to safeguard its own information of a similar nature from disclosure, publication, or dissemination, but in no instance less than a reasonable standard of care. The Receiving Party further commits to using the Confidential Information solely in connection with and to advance the business transactions contemplated by these Terms. The Receiving Party may disclose Confidential Information to its employees, directors, officers, affiliates, agents, subcontractors, legal counsel, accountants, or professional advisors who require access to the Confidential Information to execute the business transactions envisioned by these Terms ("Representatives"). The Receiving Party will inform its Representatives of the Confidential Information's confidential nature and the applicability of these Terms, and will obligate and instruct its Representatives to uphold the confidentiality of the Confidential Information and otherwise adhere to the stipulations of this Section 10.

10.3 Legally Required Disclosure The Receiving Party may access or disclose the Disclosing Party's Confidential Information if mandated by law; provided, however, that the Receiving Party furnishes the Disclosing Party with prior notification of the compelled access or disclosure (to the extent legally permissible) and provides reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party chooses to challenge such access or disclosure. Should the Receiving Party be legally compelled to access or disclose the Disclosing Party's Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable costs incurred in compiling and providing access to such Confidential Information, as well as the reasonable costs for any support rendered in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

10.4 Ownership All Confidential Information revealed by the Disclosing Party shall remain the exclusive property of the Disclosing Party. Except as otherwise stipulated in these Terms, the Receiving Party acquires no license, right, title, or interest in such Confidential Information.

10.5 Effect of Termination Upon the termination or expiration of these Terms, the Receiving Party, at the written request of the Disclosing Party, shall: (a) destroy all documents and tangible materials (including any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information; (b) permanently erase all of the Disclosing Party's Confidential Information from its computer systems, provided that any archival copy maintained on a disaster recovery or information technology backup system may be retained as long as such Confidential Information is protected in accordance with this Section 10 for the duration of its retention; and (c) provide written certification to the Disclosing Party confirming compliance with the requirements of this clause.

10.6 Remedies. The Receiving Party acknowledges that unauthorized dissemination of Confidential Information could inflict irreparable harm upon the Disclosing Party. Therefore, the Disclosing Party shall be entitled to seek mandatory injunctive relief to enforce the Receiving Party's compliance with the provisions of these Terms, in addition to any other remedies available by law.

11. Confidentiality for Authorized Users

This Section 11 applies solely to Authorized Users and does not apply to Customers.

The Services may include non-public, proprietary, or sensitive information belonging to FinAutomation.com and/or other Users ("Confidential Information"). Confidential Information encompasses any data that, given its nature and the circumstances of its disclosure, should reasonably be understood as confidential, including non-public business, product, technology, and marketing details. Authorized Users commit to: (a) safeguarding the confidentiality of all Confidential Information with at least the same degree of care as such Authorized User would use to protect its own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) refraining from using any Confidential Information for any purpose other than to exercise such Authorized User's rights or to fulfill its obligations under these Terms; and (c) not disclosing any Confidential Information to any person or entity, except to such Authorized User's service providers or financial or legal advisors who (i) have a legitimate need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions that are at least as stringent as those outlined in this Section.

12. Engagement with Third-Party Services

THE SERVICES MAY INCORPORATE LINKS TO THIRD-PARTY WEBSITES, MATERIALS, AND/OR SERVICES (COLLECTIVELY, "THIRD-PARTY SERVICES") THAT ARE NOT OWNED OR CONTROLLED BY FINAUTOMATION.COM. FURTHERMORE, CERTAIN FUNCTIONALITIES OF OUR SERVICES MAY NECESSITATE YOUR USE OF THIRD-PARTY SERVICES. IF YOU CHOOSE TO UTILIZE A THIRD-PARTY SERVICE IN CONJUNCTION WITH OUR SERVICES, YOU ARE SUBJECT TO, AGREE TO, AND MUST COMPLY WITH THE THIRD PARTY'S TERMS AND CONDITIONS MADE AVAILABLE THROUGH, OR AGREED UPON IN CONNECTION WITH, ITS SERVICES. FINAUTOMATION.COM DOES NOT ENDORSE OR ACCEPT ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM OUR SERVICES OR DISTRIBUTE YOUR USER CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO ENTIRELY AT YOUR OWN RISK. YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT EXTEND TO YOUR USE OF ANY THIRD-PARTY SERVICE. YOU EXPLICITLY RELEASE FINAUTOMATION.COM FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE. ADDITIONALLY, YOUR INTERACTIONS WITH, OR PARTICIPATION IN PROMOTIONS BY, ADVERTISERS FOUND ON THE SERVICES, INCLUDING MATTERS PERTAINING TO PAYMENT AND DELIVERY OF GOODS, AND ANY OTHER TERMS (SUCH AS WARRANTIES), ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU ACKNOWLEDGE AND UNDERSTAND THAT FINAUTOMATION.COM WILL NOT BE HELD RESPONSIBLE FOR ANY LOSS OR DAMAGE WHATSOEVER RELATED TO YOUR DEALINGS WITH SUCH ADVERTISERS.

13. Waiver of Claims

You agree to release FinAutomation.com and its affiliates, officers, directors, employees, and agents from any and all claims, demands, liabilities, damages (including direct, indirect, incidental, consequential, and special damages), losses, costs, and expenses, of every kind and nature, known and unknown, arising from or in any way connected with disputes between you and any third party (including other users) in relation to your use of the Services. Furthermore, you expressly waive the protection of any statute or principle of common law that would otherwise limit the scope of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

14. Information, Not Professional Counsel

The content and resources provided through or in connection with the Services are intended to offer general information and insights on the topics covered. While such content may touch upon subjects related to professional services, it is not, and should not be construed as, professional advice. You should not take action or refrain from taking action based solely on any content found on our websites or applications, or obtained through the Services, without consulting a qualified professional licensed or accredited in the relevant field. To the extent that the Services incorporate tools or functionalities that provide information or suggestions (including those powered by artificial intelligence), you acknowledge and understand that inherent risks exist, and the information or suggestions generated by FinAutomation.com may be inaccurate, incomplete, or not specifically tailored to your individual circumstances. You recognize that all information provided via the Services is for informational purposes only and should not be relied upon as definitive advice. Accordingly, FinAutomation.com expressly disclaims all liability for any actions taken or not taken by you based on any content or information obtained through the Services.

15. Governing Law, Dispute Resolution, and Class Action/Jury Trial Waiver

15.1 Applicable Law and Jurisdiction

You agree that: (a) the digital services provided hereunder are considered to originate exclusively from the State of Delaware; and (b) the provision of these services is considered a passive activity that does not establish specific or general personal jurisdiction over us in any location other than Delaware. These Terms of Service shall be interpreted and enforced in accordance with the substantive laws of the State of Delaware, without regard to its principles concerning conflicts of law. Both parties acknowledge that this agreement represents a transaction involving interstate commerce.

Notwithstanding the foregoing provisions regarding the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16), as it may be amended (referred to as the "FAA"), shall exclusively govern the interpretation and enforcement of the Arbitration Agreement detailed below and shall supersede all state laws (and laws of other jurisdictions) to the maximum extent permitted by applicable law. Should the FAA be determined not to apply to any matter arising from or related to the Arbitration Agreement, then such matter will be resolved under and governed by the laws of your U.S. state of residence (if applicable), or a jurisdiction mutually agreed upon in writing by both parties. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded from application to these Terms.

You consent to the exclusive personal jurisdiction of the federal and state courts situated in Delaware for any legal actions where we retain the right to seek injunctive or other equitable remedies in a court of competent jurisdiction. This includes actions to prevent actual or threatened infringement, misappropriation, or violation of our data security, confidential information, or intellectual property rights, as further elaborated in the Arbitration Agreement below, and any provisional relief necessary to prevent irreparable harm. You agree that Delaware serves as the appropriate and exclusive venue for any appeals of an arbitration award, or for trial court proceedings if the Arbitration Agreement below is deemed unenforceable.

These Terms were originally drafted in the English language. This English version constitutes the definitive and governing instrument of the understanding between you and us. In the event of any discrepancy between the English version of these Terms and any translation, the English version shall prevail.

15.2 Agreement to Arbitrate

(a) Overview. PLEASE REVIEW THIS SECTION CAREFULLY AS IT MANDATES THAT DISPUTES BETWEEN THE PARTIES BE RESOLVED THROUGH ARBITRATION AND LIMITS THE AVENUES AVAILABLE FOR YOU TO SEEK RELIEF FROM US. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and FinAutomation.com that directly or indirectly arises from or relates to: (i) these Terms, including their formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability; (ii) access to or use of the Services, including the receipt of any promotional or marketing communications; (iii) any transactions conducted through, by, or utilizing the Services; or (iv) any other aspect of your relationship or transactions with us, whether directly or indirectly, as a user or consumer (each, a "Claim," and collectively, "Claims"). This Arbitration Agreement shall apply, without limitation, to all Claims that originated or were asserted before or after your acceptance of these Terms.

(b) Right to Opt Out of Arbitration. This Section 15.2(b) is applicable only to Authorized Users. If you do not meet the definition of an Authorized User as defined herein, then this Section does not apply to you. For clarity, this Section does not apply to Customers. If you are a new user, you may decline and opt out of this Arbitration Agreement within thirty (30) days of your acceptance of these Terms by sending an email to support@finautomation.com. Your email must include your full, legal name and clearly state your intention to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including provisions concerning the controlling law or the designated courts for any disputes.

(c) Dispute Resolution Process. For any Claim, you must first contact us at support@finautomation.com and attempt to resolve the Claim informally with us. In the unlikely event that we are unable to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration administered by JAMS before a single arbitrator (the "Arbitrator"), in accordance with the Optional Expedited Arbitration Procedures then in effect for JAMS (the "Rules"), except as modified herein. Information about JAMS and its Rules can be found at www.jamsadr.com. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall govern. The arbitration will take place in the U.S. County where you reside (if applicable) or Suffolk County, Massachusetts, unless you and FinAutomation.com mutually agree otherwise.

If you are utilizing the Services for commercial purposes, each party shall be responsible for paying any JAMS filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include the costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys' fees, and your reasonable costs for expert and other witnesses; and (iii) you may pursue claims in a small claims court of competent jurisdiction without first engaging in arbitration, provided this does not absolve you of your commitment to participate in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction.

You and FinAutomation.com agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes pertaining to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any assertion that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including matters relating to whether these Terms, or any provision within these Terms, are unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

(d) Provisional and Equitable Relief. NOTHING IN THIS ARBITRATION AGREEMENT SHALL BE CONSTRUED AS: PREVENTING FINAUTOMATION.COM FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS MEET THE QUALIFICATIONS FOR SUCH COURT AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND PROCEEDS SOLELY ON AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

(e) Severability. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. The severance of any void, unenforceable, or unlawful provision, in whole or in part, shall not impact the remaining provisions of this Arbitration Agreement, which shall remain in full force and effect, nor shall it affect the parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute concerning the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated according to its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

15.3 Class Action/Jury Trial Waiver. BY AGREEING TO THESE TERMS, YOU AND FINAUTOMATION.COM ARE EACH FORFEITING THE RIGHT TO A TRIAL BY JURY OR THE RIGHT TO INITIATE, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THIS WAIVER APPLIES TO ALL USERS (BOTH NATURAL PERSONS AND ENTITIES), REGARDLESS OF WHETHER YOU HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER EXTENDS TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR IS PROHIBITED FROM CONSOLIDATING THE CLAIMS OF MORE THAN ONE PERSON OR ENTITY. YOU AND FINAUTOMATION.COM AGREE THAT THE ARBITRATOR MAY GRANT RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND SOLELY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT IMPACT OTHER USERS.

16. Non-Solicitation

This clause applies solely to Customers. Customer agrees that throughout the duration of this Agreement and for a period of six (6) months following its termination or expiration (the "Prohibited Period"), neither party shall, without obtaining the other party's explicit written approval, directly or indirectly, whether for itself, within the scope of the Services, or on behalf of any third party, recruit, solicit, or offer employment to any individuals known to be employees or independent contractors who were engaged by the other party at any point during the twelve (12) months preceding the termination or expiration of this Agreement (collectively, "Protected Individuals"). The parties acknowledge that the recruitment or engagement of any Protected Individuals is likely to inflict substantial and irreparable harm upon FinAutomation.com or Customer, as applicable, the precise extent of which would be challenging or impossible to determine. Accordingly, the parties agree that any breach of this Section 16 will obligate the breaching party to pay the other party, upon demand, as agreed liquidated damages, an amount equivalent to the Protected Individual's annual salary. Both parties affirm that this Section 16 does not stipulate an unreasonably large amount for liquidated damages.

17. General Provisions

17.1 Notices. Unless otherwise specified within these Terms, all communications, permissions, and approvals required hereunder must be transmitted in writing to the person(s) identified on the cover page and shall be considered effectively delivered upon: (a) personal delivery, (b) the second business day after dispatch by mail, (c) the second business day after transmission by confirmed facsimile, or (d) the first business day after sending by electronic mail (provided that email shall not suffice for notices of termination or an indemnifiable claim).

17.2 Publicity. During the term of this Agreement, Customer and FinAutomation.com consent to the mutual use of the other party's name, trademarks, or other distinguishing information in a good faith manner consistent with industry standards and strictly in connection with the marketing and promotion of such party's business and activities. Furthermore, each party acknowledges and agrees that it will not, and will ensure that its affiliates do not, at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other party or its affiliates or their respective businesses, or any of their respective employees, officers, and existing and prospective customers, suppliers, investors, and other associated third parties. Authorized Users are prohibited from utilizing any of FinAutomation.com's name, trademarks, or other identifying information without FinAutomation.com's express prior written consent.

17.3 Independent Contractor. The parties are and shall remain independent contractors with respect to all performance rendered pursuant to these Terms. The provisions herein are not intended to establish any partnership, joint venture, agency, or employment relationship between the parties or between a party and the employees, agents, or independent contractors of the other party.

17.4 Assignment. Customer may not assign or otherwise transfer (including by operation of law or change of control) any of its rights or obligations under these Terms without the prior written consent of FinAutomation.com (which consent shall not be unreasonably withheld, delayed, or conditioned), provided that should Customer merge with, acquire, or be acquired by another entity, or sell all or substantially all of its assets (collectively, a "Combination"), it may do so upon written notice to FinAutomation.com, provided further that, the resulting combined entity may only use the Services within the scope of the Customer's operations at the time of the Combination. FinAutomation.com may freely assign this Agreement or any of its rights or obligations under these Terms. Any purported assignment in violation of this provision shall be null and void. Subject to this Section 17.4, this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by Authorized Users without our prior express written consent from FinAutomation.com. Any attempted transfer or assignment in violation hereof will be null and void.

17.5 Force Majeure. Except for payment obligations, neither party shall be held accountable for any delay or failure in performance under these Terms to the extent that such delay or failure is caused by fire, flood, explosion, war, terrorism, strike, embargo, civil or military authority, act of God, or other similar causes beyond its reasonable control.

17.6 Waiver. Any term or provision of these Terms may be waived at any time by the party entitled to benefit thereof through a written instrument executed by such party. No delay on the part of either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party of any right, power, or privilege hereunder operate as a waiver of any other right, power, or privilege hereunder, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. No course of dealing or failure of either party to strictly enforce any term, right, or condition of these Terms in any instance will be construed as a general waiver or relinquishment of such term, right, or condition.

17.7 Severability. In the event that any provision of these Terms is determined to be illegal or otherwise unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remainder of the Agreement shall continue in full force and effect.

17.8 Counterparts. These Terms may be executed in two or more electronic counterparts, each of which shall be considered an original, but which together shall constitute one and the same agreement.

17.9 No Third-Party Rights. No provision of these Terms shall be deemed or construed in any way to result in the creation of any rights or obligations for any person not a party or not affiliated with a party to these Terms.

17.10 Construction; Interpretation; Absence of Presumption; Currency. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. When the context may require, any pronouns used in these Terms shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns or pronouns shall include the plural. The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of these Terms. All references to payments and dollar amounts refer to United States Dollars, and all payments hereunder shall be made in United States Dollars. These Terms shall be binding upon and inure to the benefit of the successors and assigns of the parties.

17.11 Entire Agreement; Amendment or Modification of Agreement. The provisions of these Terms contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. The preparation of these Terms has been a joint effort of the parties, and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. Except as otherwise provided herein, these Terms may not be modified, altered, waived, or amended, except by written agreement executed by both parties.

17.12 Survival. Any provision of these Terms, the performance of which requires that it be in effect after the expiration and/or termination of the Agreement, shall survive such expiration and/or termination and shall remain operative and in full force and effect, including, for the avoidance of doubt, Sections 1.4, 1.5, 2.1(a), 2.7, 3, 5.4, 7, 8, 9, 10, 11, and 14 through 16.