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Terms of Service

Finenter Technology Limited. (" Finenter ") delivers access to the Services (as defined below) to Customer (" Customer ") and use of the Services are subject to these Terms of Use (" Terms of Use "). These Terms of Use are in addition to any other legally binding agreement that Customer may have entered into with Finenter, which may include an Order Form or such similar agreement for services between Finenter and Customer that is intended by Finenter to govern Customer's use of the Services (each, a " Services Agreement "). To the extent any such Services Agreement is in writing and any terms thereof conflict with these Terms of Use, the terms of the applicable Services Agreement will govern. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the applicable Services Agreement. As used herein, " Agreement " shall mean a Services Agreement, if any, including any exhibits, appendices or schedules attached thereto, and these Terms of Use.

Customer should consult these Terms of Use periodically as Finenter may, at any time, at its discretion and without notice, revise these Terms of Use. The "Last updated" date at the top of this page will reflect the latest date any edits were made. By continuing to access or use the Services after these Terms of Use have been revised, Customer is agreeing to and shall automatically be bound by such revised Terms of Use. If Customer chooses not to accept the revised Terms of Use, Customer should immediately discontinue access to or use of the Services and notify Finenter within thirty (30) days of such change.

1. SERVICES

Subject to the terms and conditions of this Agreement, Finenter agrees to provide to Customer with online access to www.workspace.finenter.ai, and/or certain other subsidiary or affiliate websites as may be identified in the Services Agreement (each individually and collectively the "Website" ), any Content (defined below), roadshow services, Application Programming Interface (API) products, other software product offering(s), and/or any emails, reports, or other materials provided by Finenter as part of such offerings identified in a Services Agreement (collectively, the "Services" ). Customer's use of the Services is subject to the restrictions indicated in this Agreement, which may include, without limitation, restrictions on the number and kind of authorized Customer users ( "Authorized Users" "), the Service Periods, and to any other restrictions set forth in this Agreement, in the Finenter platform (including limitations on printing and downloading Content). If a Services Agreement (including any appendixes thereto) identifies any "additional services," Finenter shall also provide such services pursuant to this Agreement and such services (and any emails, reports or other deliverables provided as part of such services) shall be included as "Services" hereunder.

2. LIMITED LICENSE GRANT AND RESTRICTIONS ON USE

2.1. Limited License.

Subject to the terms and conditions of this Agreement, Finenter hereby grants to Customer a limited term, non-exclusive, non-transferable, non-sublicensable license for the Authorized Users to access the Services via a web browser, mobile app, or API solely for internal business purposes. Sharing of any login credentials or other methods of access to the Services is not permitted. Usernames and passwords distributed to Authorized Users to access the Services may only be used by the Authorized User to whom such credentials are assigned. If anyone who is not an Authorized User accesses the Services using the credentials of an Authorized User, Customer shall be responsible for and obligated to purchase equivalent access to the applicable Services for such individual.

2.2. Restrictions On Use.

Unless expressly permitted herein, Customer and its Authorized Users shall not, directly or indirectly, (and shall not permit any third party to): (a) rent, lease, resell, copy, create derivative works of, provide access to, sublicense, assign, or otherwise transfer Customer's rights to the Services or any Content to a third party; (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to the Services or any Content; (c) "scrape" or otherwise use any data mining, robots, or similar data gathering or extraction methods on the Services or any Content; (d) remove or obscure any product identification, proprietary, copyright or other notices contained in the Services or any Content; (e) upload, reproduce, disseminate, distribute, publish (including on the internet or via any other digital medium), print, transmit, or disclose the Services, any Content, or its user interface to any third party or to any individual or person who is not an Authorized User; (f) programmatically access the Services or any Content; (g) use the Services or any Content for timesharing or service bureau purposes or otherwise for the benefit of a third party; (h) use the Services or any Content to create or for the purposes of creating, a competitive service, offering, product, or database (whether for internal purposes or external purposes); (i) use the Services or any Content in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data; (j) violate or attempt to violate the security of the Services or any Content; (k) violate or attempt to violate applicable law through use of the Services or any Content; (l) use the Services to carry out benchmarking; (m) use the Services or any Content with any other platform, software, software solution, or other manual or automatic tools (including, but not limited to, any third party artificial intelligence or machine learning tool ("AI Tool") or large language model ("LLM") or API; (n) use any Content for litigation purposes or in government or regulatory filings; or (o) use the Services in any manner that attempts to circumvent the need to purchase any additional or upgraded Services.

3. PASSWORDS/SECURITY

Finenter shall issue, or shall authorize a Customer administrator to issue, a password to Customer for each Authorized User of the Services. Such password will be unique to a specific Authorized User. Customer and its Authorized Users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the Authorized User. Customer is entirely responsible for any and all activities that occur under any Authorized User account within its reasonable control and all charges incurred from use of the Services accessed with Customer's passwords. Customer agrees to promptly notify Finenter of any known unauthorized use of Customer's account (including, without limitation, each password of each Authorized User accessing the Services by means of Customer's account) or any other breach of security involving or relating to the Services and known to Customer. Finenter shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements. Customer shall have the right to replace Authorized Users, provided that Customer notifies Finenter promptly of any such replacement. Finenter or an authorized Customer representative will deactivate any password associated with a replaced Authorized User and issue a new password to the new Authorized User in accordance with the terms hereof.

4. CONTENT

4.1. General.

Customer's use of the Services is at its own risk with regard to any and all content, documents, materials, data, information or communications submitted, published, disseminated or transmitted to or through, saved in, displayed on or otherwise contained in or communicated through the Services (including, but not limited to all transcripts and related information, dashboards, reports, company overviews and insights, profile information, general text, and design, and the selection and arrangement of such content) (collectively "Content" "), including Content that Finenter makes available through or in or in connection with the Services ( "Finenter Content" ). Finenter Content is the proprietary information of Finenter or its licensors, with all rights reserved by Finenter. Customer's use of the Services and any Content is at its own risk. Customer waives any claim that it may have against Finenter, its affiliates, and their respective officers, directors, members, employees and agents, licensees and customers (collectively, the "Finenter Parties," and each, individually, an "Finenter Party" ), with regard to any content transmitted through the Services by Customer or any other person using a Party") with regard to any content transmitted through the Services by Customer or any other person using a customer's account (including, but not limited to, feedback offered on a voluntary basis, or other content transmitted by Customer, whether transmitted via email, ftp or other offline means, the File Sync desktop application, bulk upload, Web Clipper or other browsers plugins, or through annotations or other notes created in the Services or through any other means) ( "Customer Content" ).

4.2. Customer Content.

4.2.1. Customer acknowledges and agrees that: (i) Finenter shall not be responsible for Customer Content or any other Content that is not Finenter Content and (ii) Finenter does not and could not effectively, control, verify, or endorse Customer Content or any other Content that is not Finenter Content.

4.2.2. IF ANY CUSTOMER CONTENT CONTAINS OR DEPICTS ANY COPYRIGHT, TRADEMARK, RIGHT OF PUBLICITY OR PRIVACY, OR ANY OTHER INTELLECTUAL PROPERTY OR SIMILAR RIGHTS, AS WELL AS RIGHTS ASSOCIATED WITH ANY RECOGNIZABLE NAME, VOICE, PERSON, OR IMAGE (COLLECTIVELY "THIRD PARTY IP"), THE HOLDER OF THE RIGHTS TO SUCH THIRD PARTY IP MAY HAVE THE RIGHT TO CLAIM THAT USE OF SUCH CONTENT (INCLUDING BUT NOT LIMITED TO IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICES) INFRINGES ON THE OWNER'S INTELLECTUAL PROPERTY RIGHTS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR, AND CUSTOMER WILL INDEMNIFY AND HOLD HARMLESS THE Finenter PARTIES FOR, ANY AND ALL RISK ASSOCIATED WITH CUSTOMER CONTENT, INCLUDING BUT NOT LIMITED TO ANY CLAIM ASSERTING THAT CUSTOMER CONTENT (OR ANY PORTION THEREOF), AND/OR THE STORING IN OR SUBMISSION OR TRANSMISSION TO, THROUGH OR IN CONNECTION WITH THE SERVICES, INFRINGES UPON ANY THIRD PARTY IP RIGHTS.

4.2.4. Customer represents and warrants that:

4.2.4.1. Customer Content (including the creation, submission, storage or transmission thereof) complies with this Agreement and any and all applicable laws.

4.2.4.2. Customer Content will not infringe any third party's proprietary rights or rights of publicity or privacy.

4.2.4.3. Customer will promptly handle and resolve any notices and claims relating to Customer Content, including any notices sent to Customer by any person claiming that any content violates any Third Party IP rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices.

4.2.4.4. Customer Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Services or prevent its use in the manner contemplated in the Agreements, any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way.

4.2.4.5. Customer will maintain appropriate security, protection and backup copies of Customer Content, which may include, Customer's use of additional encryption technology to protect Customer Content from unauthorized access.

4.2.4.6. No Customer Content is subject to any terms or conditions that might be breached by such Customer Content being used in connection with the Services.

4.2.4.7. No Customer Content could reasonably be deemed to be harmful, threatening, unlawful, defamatory, libelous, slanderous, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, obscene, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable.

4.2.5. If, after submission of Customer Content to Finenter, Customer receives any notice or otherwise learns in any way that any of the representations herein were not accurate, not complete or were misleading in any material respect or no longer are accurate, complete and not misleading in all material respects or of any claim by a third party to the effect of the foregoing, Customer will promptly provide Finenter with written notice all relevant facts regarding the same and, if appropriate, remove the Customer Content from the Services.

4.2.6. Customer acknowledges and agrees that Finenter does not and cannot review all Content uploaded to the Services and is not responsible for the content, quality, or consequences of Customer uploading any Customer Content to the Services, and Finenter reserves the right to delete, move, refuse to accept or edit any Content (including but not limited to Customer Content) that Finenter may determine, in its sole discretion, violates or may violate the terms of the Agreement or any Third Party IP right(s) in Finenter's reasonable discretion.

4.2.7. Finenter may in its reasonable discretion, disable or terminate the accounts of any Authorized User who infringes or attempts to infringe the copyrights or other intellectual property rights of Finenter or any third party.

4.2.8. Finenter provides functions that allow Customer to control who may access Customer Content. Customer acknowledges that, if it enables the features that allow Customer to share Customer Content with others, anyone Customer has shared Customer Content with may have access to Customer Content.

4.2.9. Customer hereby grants Finenter the right to transmit and use Customer Content solely to the extent necessary to provide Customer with access to and use of the Services, as otherwise permitted by this Agreement, or as may be necessary or appropriate to comply with any request of a governmental or regulatory body (including subpoenas or court orders), or as otherwise required or permitted by law.

4.3. Third Party Content.

Customer acknowledges and agrees that certain Finenter Content accessed through the Services may belong to third party providers of Finenter ( "Third Party Content" ). Third Party Content is the property of third party content providers or others and may be subject to copyright protections. Such Third Party Content has been independently obtained by Finenter from various financial markets information services and data vendors, news and information providers, digital media providers, various securities markets, public websites, intermediaries engaged in the aggregation and transmittal of such data, and others. Customer acknowledges and agrees that Third Party Content is provided at the discretion of the applicable third party provider and Finenter cannot guarantee the inclusion of any particular Third Party Content in its Services. In the event of a discontinuance or termination of Finenter's access to any Third Party Content or for any other reason, Finenter may, but is not obligated to, replace such Third Party Content with a commercially reasonable alternative. Where applicable, Customer agrees to clearly identify and attribute the third-party content provider as the source of any Third Party Content. Customer will not use the Third Party Content for any unlawful purpose and agree not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit the Third Party Content in any manner beyond the licenses granted herein and/or by any applicable Third Party Terms, without the express written consent of Finenter and the relevant third-party content providers. Customer agrees to comply with reasonable written requests by Finenter to protect the third-party content providers' and Finenter's respective rights in the Third Party Content. The obligations under this Section shall remain in effect after termination of this Agreement.

4.4. Intellectual Property.

4.4.1. Finenter and/or its licensors or providers, as applicable, own all intellectual property rights in and to any documentation, the Services, Finenter Content, any and all updates related to the foregoing, and any and all Finenter materials furnished or made available as part of the Services. Aside from the limited license(s) granted to Customer under Section 2 above, no such intellectual property rights are transferred to Customer hereunder. Finenter reserves all rights not expressly granted under this Agreement.

4.4.2. Finenter and the Finenter logo are registered marks of Finenter. All other Finenter trademarks, service marks, domain names, logos and company names or other proprietary designations of Finenter used herein or referred to in the Services or the Website are either trademarks, service marks, domain names, logos or company names or are otherwise the property of Finenter. In countries where any of the Finenter trademarks, service marks, domain names, logos or company names are not registered, Finenter claims other rights associated with unregistered trademarks, service marks, domain names, logos, trade name and company names. Other product or company names referred to on the Services or Website may be trademarks of their respective owners. Customer may not use any trademark, service mark, domain name, logo, company name or trade name of Finenter or any third party without permission from the owner of the applicable trademark, service mark, domain name, logo, company name or trade name (except, with respect to a company name or trade name, as necessary for purposes of attribution where permitted).

4.5. Artificial Intelligence.

Customer acknowledges that the Services may contain content or information that was generated using artificial intelligence ("AI") technology. Customer recognizes that such AI technology may still occasionally generate incorrect, incomplete, misleading, irrelevant, or nonsensical information and, accordingly, such information should be treated with the appropriate caution and skepticism. Customer's Authorized Users should refer to and verify any AI generated information through original source documents and/or other reliable and authoritative sources. AI generated content is for informational purposes only and should not be used as a substitute for original research or expert opinions, nor be interpreted as legal, investment, financial, medical, or any other professional advice. Customer shall assume sole responsibility for the use of AI-generated output and for independently assessing its accuracy and suitability for any specific purpose. Customer covenants and agrees not to utilize any AI features in a manner that violates applicable laws and regulations pertaining to the use of artificial intelligence. To the maximum extent permitted by applicable law, Finenter shall not be liable for any loss or damage arising from or in connection with Customer's use of or reliance on any AI-generated output.

5. CUSTOMER SUPPORT AND TRAINING

Finenter will provide to Authorized Users e-mail and in-platform support during the standard business hours (Monday through Friday, 24 hours per day, excluding holidays) observed by Finenter. Authorized Users will receive training and support for the Services to the extent and in the manner Finenter generally provides such training and/or support to its customers.

6. CUSTOMER OBLIGATIONS

6.1. Hardware.

Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Services, and for paying all third-party fees and access charges (e.g., ISP, telecommunications, etc.) incurred while using the Services.

6.2. Conduct.

Customer shall be solely responsible for its actions and the actions of its Authorized Users while using the Services and for compliance with the terms of this Agreement. In connection with the Services being provided thereto, Customer agrees to, and shall ensure its Authorized Users will comply with these Terms of Use. Customer shall ensure that its Authorized Users' use of the Services adhere to all defined limits agreed upon between the parties and is, at all times, fair and reasonable and consistent with normal, intended use.

6.3. Privacy.

Customer and its Authorized Users shall comply with all applicable data privacy laws.

7. ORDERING AND FEES

7.1 Third-Party Processors

The Company uses Stripe as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ( "Payment Processor" ). If you make a purchase on the Services, you will be required to provide your payment details and any additional information required to complete your order directly to our Payment Processor. You agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy and its Terms of Service (currently accessible at https://stripe.com/ssa ) and hereby consent and authorize the Company and Payment Processor to share any information and payment instructions you provide with one or more Payment Processor(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Payment Processor and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Processor uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Processor may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

7.2 Payment and Order Processing

You shall pay all fees or charges ( "Fees" ) to your account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Company and/or our Payment Processor with your payment information, you agree that Company and/or our Payment Processor is authorized to immediately invoice your account for all Fees due and payable to Company hereunder and that no additional notice or consent is required. You shall immediately notify Company of any change in your payment information to maintain its completeness and accuracy. Company reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Company and/or our Payment Processor or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Services are non-refundable.

7.3 Taxes

The Fees do not include any Sales Tax (defined below) that may be due in connection with the Services provided under this Agreement. If Company determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Company shall collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Company for any liability or expense Company may incur in connection with such Sales Taxes. Upon Company's request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, "Sales Tax" means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

8. SUBSCRIPTION; CREDIT; AND REFUND POLICY

8.1 Subscription Management

Certain services or specific portions thereof are only available with a paid subscription. Depending on the type of subscription plan selected at the time of purchase, you will be billed periodically (monthly or yearly) in advance. At the end of each billing cycle, your subscription will automatically renew at the then-current pricing unless cancelled by either you or us. By subscribing, you authorize Company to charge the payment method designated in your account now, and again at the beginning of any subsequent subscription period. You can cancel your subscription renewal by contacting us via email at support@finenter.ai or through the user profile page. You will not receive a refund for fees already paid for the current subscription period, and you will continue to have access to the service until the end of your current subscription period.

8.2 Billing and Fee Changes

You must provide our payment system with accurate and complete billing information, including your full name, address, state, postal code, phone number, and valid payment method details. If automatic billing fails for any reason, the Company will issue an electronic invoice indicating that you must manually make full payment corresponding to the billing period indicated on the invoice by a specified due date. We reserve the right, at our sole discretion, to modify subscription fees at any time. Any changes to subscription fees will become effective at the end of the current subscription period. We will provide you with reasonable advance notice prior to any change in subscription fees taking effect, allowing you the opportunity to terminate your subscription before such changes become effective. Continuing to use the service after the subscription fee change is effective constitutes your agreement to pay the modified subscription fee amount.

8.3 Credits

The Services operate on a credit-based system. Credits may be purchased, earned, or granted through promotions or subscriptions. Each service consumes a predefined number of credits ("Credits") based on complexity, volume, or duration, which is determined at Company's sole discretion. The platform provider retains full discretion to determine the value of a Credit, including but not limited to, the amount or type of processing, service access, or computational resources each credit enables. Credit consumption rates may vary depending on the type of service accessed, the complexity of the request, the size or length of the input or output, model tier, or any other relevant technical factor. The platform makes no guarantees that a specific number of Credits will yield a fixed quantity or quality of output. The Company reserves the right to modify, increase, or decrease the number of credits required to access specific features, tools, or model capabilities, with or without prior notice. These changes may reflect shifts in system demand, operational costs, new feature releases, or technical upgrades. The platform may classify services into credit tiers (e.g., free, event, daily, monthly, etc.). While the Company may provide users with up-to-date credit usage information, including estimations of consumption, it is not liable for discrepancies between projected and actual usage. All Credits shall expire in accordance with the Company's Credit Rule as may be updated from time to time. All Credit purchases are final and non-refundable, except where required by law. Upon termination of your account for any reason, unused Credits may be forfeited without compensation. If the Company finds that credits were obtained or used fraudulently, it reserves the right to invalidate those Credits and take appropriate legal action. Credits may only be used by the account to which they were issued and may not be transferred, resold, or exchanged for cash or other value. The platform reserves the right to adjust credit costs, modify available services, or change the Credit system at any time with or without notice.

8.4 Refund Policy

Except where required by applicable law, all payments made for subscriptions, ( "Credits" ), or other paid features are final and non-refundable . You acknowledge that once access to a paid service or Credit has been granted, the Company has fully performed its obligations and no refund will be issued. The Company may, at its sole discretion , consider a partial refund request in exceptional circumstances. If approved, any refund will be calculated based on the proportion of unused Credits , excluding any discounts, promotions, or taxes paid. The final determination of eligibility and refund amount rests entirely with the Company. If you are a consumer residing in the European Union, the United Kingdom, or Turkey , you have the right to withdraw from your purchase within 14 days in accordance with applicable consumer protection laws. Refunds (if approved) will be processed to your original payment method within 1–15 business days, depending on your payment institution's processing time.

We reserve the rights to refuse the refunds if:

  • Your account has been restricted, suspended, or terminated due to policy violations, abuse, or fraud;
  • You have already received a prior refund for similar products or services;
  • You purchased credits, subscriptions, or other services via promotions, coupons, or discounted pricing; or
  • The refund request is made after the applicable period or relates to used Credits or consumed services.

The Company reserves the right to refuse or limit refund requests at its discretion to prevent abuse or excessive refund activity. For any refund inquiries, contact us at support@finenter.ai.

9. TERM AND TERMINATION

The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement. If you have materially breached any provision of this Agreement, or if Company is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. Company reserves the right to terminate this Agreement or your access to the Services at any time without cause upon notice to you. You agree that all terminations for cause are made in Company's sole discretion and that Company shall not be liable to you or any third party for any termination of your account. If you wish to terminate this Agreement, you may do so by closing your account on the user profile page. Upon termination of the Services or the applicable feature or functionality thereof, your right to use the Services or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content stored on the Services. If we terminate your account for cause, we may also bar your further use or access to the Services. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability. If this Agreement is terminated for cause by Company or if your account or ability to access the Services is discontinued by Company due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise.

10. CONFIDENTIALITY

10.1. Obligations.

Each of the parties agrees to maintain in confidence any proprietary or non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party ( "Confidential Information" ). The disclosing party represents and warrants that it has any and all rights and permissions required to disclose Confidential Information to the receiving party. The parties hereby agree that the term "Confidential Information" shall include (i) the terms and conditions of this Agreement, (ii) any information about Customer's or its Authorized Users' utilization of the Services, and (iii) any third party data labeled as confidential by its provider. The receiving party shall not disclose, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties' respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform its obligations hereunder and who agree to be bound by these obligations of confidentiality and non-disclosure. Upon termination of this Agreement for any reason, the receiving party shall promptly return or destroy (at the disclosing party's option), all copies of the other party's Confidential Information. Even after termination or expiration of this Agreement, the receiving party will continue to treat Confidential Information received from the disclosing party (or its suppliers and providers) in accordance with this Agreement, for so long as the information fits the definition of "Confidential Information," or until use and disclosure of the information would no longer be restricted even if this Agreement remained in full force. Notwithstanding anything in this Agreement to the contrary, Finenter shall have the right to disseminate any usage or consumption data arising from Customer's use of the Services as necessary for Finenter to make payments to any third party provider.

10.2. Exclusions.

Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto; or (v) independently developed by or for the receiving party without use of any Confidential Information of the disclosing party. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

11. INDEMNIFICATION

You shall indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Company Party" and collectively, the "Company Parties" ) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) Your Content, or any use of the Output by you; (ii) your use of, or inability to use, the Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; (v) your violation of any applicable laws, rules or regulations, including and not limited to data compliance laws and consumer protection laws; (vi) any third-party claims, lawsuits, penalties, or expenses arising from Spaces created and operated by you (including but not limited to Space Content, content infringement, functional defects, compliance flaws, or third-party claims arising from the display of the Space Content or the Finenter logo/identifier on the Space); or (vii) any dispute in relation to transactions between you (or your Space) and your Space End Users or processed through Third-Party Services providers. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this Section will survive any termination of your account, this Agreement and/or your access to the Services.

12. LIMITATION OF LIABILITY

12.1. Limitation on Direct Damages.

EXCEPT WITH RESPECT TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT IN NO EVENT SHALL EITHER PARTY AND AS TO Finenter'S, AND ITS SUPPLIERS OR LICENSORS OR PROVIDERS', AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES FOR THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

12.2. Waiver of Other Damages.

EXCEPT WITH RESPECT TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY AND AS TO Finenter, ITS SUPPLIERS OR LICENSORS OR PROVIDERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law

Except as provided in the Terms or required by laws, these Terms and your use of the Services shall be governed by the laws of Hong Kong, without regard to its conflict of laws provisions. Your use of the Services may also be subject to U.S. and other local, state, national, or international laws.

13.2 Dispute Resolution

13.2.1 Informal Dispute Resolution

If you have any disputes, claims, or controversies arising out of or relating in any way to these Terms or the Services, including claims and disputes that arose before the effective date of these Terms (a "Dispute" "), you agree to first attempt to resolve the Dispute informally. You and the Company agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ( "Informal Dispute Resolution" ). To initiate Informal Dispute Resolution, a party must give notice to the other party in writing in a valid Notice of Dispute ( "Notice" ). Such Notice to the Company should be sent by email to by contacting the Company via email, i.e., support@finenter.ai. The Company will send any Notice to you via email we have on file associated with your account. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the claims you are asserting, the specific relief sought, and the user name, email address and phone number associated with your account. The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

13.2.2 Dispute Resolution for Non-U.S., Non-UK and European Union (EU) Users

For any Dispute that is not resolved informally within the 45-day period, and where these Terms do not specify a mandatory dispute resolution process or the local law does not require otherwise, You and the Company agree that any Dispute will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force at the time of delivery of the arbitration notice, which rules are deemed to be incorporated by reference in this clause. The arbitration will be conducted in accordance with the laws of Hong Kong, with the seat of arbitration in Hong Kong, and the language of the proceedings in English. The Tribunal shall consist of a sole arbitrator, to be appointed by mutual agreement of the parties. If the parties are unable to agree on the appointment within thirty (30) days from the date of the delivery of the Notice of Arbitration, the sole arbitrator shall be appointed by the President of the HKIAC in accordance with the HKIAC Rules. The arbitrator shall award only such damages as are permitted under these Terms. Each party shall bear its own legal costs and expenses (including, without limitation, counsel fees), and the parties shall equally share the fees and expenses of the arbitrator unless otherwise determined by the arbitrator in the final award. Notwithstanding anything to the contrary in the Terms, either party may always apply to a court of competent jurisdiction for an injunction or any other legal or equitable relief.

13.2.3 Dispute Resolution For UK and EU Users

If you are a consumer in the UK or European Union, you will benefit from any mandatory provisions of the law of your country of residence and nothing in these Terms shall affect your rights as a consumer to rely on such mandatory provisions of the laws of your country of residence. In the event of any Dispute, you and Company agree that such individual claim or dispute shall be resolved in the competent court in the country in which you are ordinarily resident, provided such country is in the European Union or United Kingdom.

13.2.4 Dispute Resolution For U.S. Users

Any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to the Services or this Agreement shall be resolved by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing herein shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to Finenter's products and services. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS Finenter AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. THE PARTIES AGREE THAT, BY ENTERING INTO THIS AGREEMENT, CUSTOMER AND Finenter ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION. Each party hereby irrevocably waives its rights to trial by jury in any action or proceeding arising out of this Agreement or the transactions relating to its subject matter.

14. MARKETING

Finenter shall have the right to use Customer's name and/or logo as part of a general list of customers and may refer to Customer as a user of the Services in its advertising and marketing materials.

15. GENERAL

15.1. Relationship. The parties to this Agreement are independent entities, and no agency, partnership franchise, joint venture or employee-employer relationship is intended or created by this Agreement.

15.2. Notices. All notices to a party shall be in writing. If a notice is sent via hand-delivery, courier service, or international mail, it shall be sent to the addresses specified in the Services Agreement or such other address as a party notifies the other party in writing, and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notwithstanding the foregoing, Customer consents to receive communications from Finenter electronically and Customer agrees that all agreements, notices, disclosures and other communications that Finenter provides to Customer electronically shall satisfy any legal requirement that such communications be in writing.

15.3. Assignment. This Agreement may not be assigned or transferred by either party without the other party's prior written consent. Notwithstanding the foregoing, either party may assign or transfer this Agreement in connection with a merger or sale of all or substantially all of such assigning party's assets without the other party's prior written consent. This Agreement shall inure to the benefit of each party's successors and permitted assigns. Any unauthorized assignment in derogation of the foregoing is null and void.

15.4. Entire Agreement. This Agreement, together with all addenda, schedules, and exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings between the parties relating to the subject matter hereof. With the sole exception of adding Authorized Users or Services in accordance with this Agreement, any terms and conditions in a purchase order or similar document in addition to or different from the terms and conditions herein shall be of no effect.

15.5. Force Majeure. Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party's reasonable control including, without limitation, acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or "hacker" attacks, acts of terrorism or governmental demands or requirements.

15.6. Severability. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement.

15.7. Waiver. Neither party's failure to insist upon or enforce strict performance of any provision of this Agreement will be construed as a waiver of any provision or right. No waiver of any provision or term of this Agreement will be deemed a further or continuing waiver of such term or condition or any other term or condition.

15.8. Cumulative Rights and Remedies. Customer's obligations and Finenter's rights and remedies set out in the Agreement are cumulative and are in addition to Customer's obligations and Finenter's rights and remedies at law or in equity.

15.9. Notice to California Residents. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of the Website is: FINENTER TECHNOLOGY LIMITED, RM H28G BLK EH 10/F GOLDEN, BEAR IND CTR 66-82 CHAI WAN, KOK ST TSUEN WAN, HONG KONG. To file a complaint or to receive further information regarding use of the Website, send a letter to the above address, contact Finenter via e-mail or telephone.

15.10. Construction. Unless the context requires otherwise, in any part of these Terms of Use: (a) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; (b) "must not", "should not", "shall not" and "may not" are expressions of prohibition, and "will", "must", "should" and "shall" are expressions of command, and not merely expressions of future intent or expectation; (c) use of the singular imports the plural and vice versa; (d) references to one or no gender include the other or no gender; (e) references to the terms "herein" or "hereto" refer to these Terms of Use (including any terms incorporated by reference herein); (f) the headings in these Terms of Use are for ease of reference only and shall not affect its interpretation; and (g) when calculating the time period before which, within which or following which any act is to be done or step taken pursuant to these Terms of Use, the date that is the reference date in calculating such period shall be excluded and the time period shall be deemed to end at 11:59 PM (UTC+8) on the applicable date.