Master services agreement

This Master Services Agreement (the "Agreement") is between Finic Technologies Inc., doing business as Finic ("Finic"), and the organization that accepts it ("Customer"). Customer accepts this Agreement by clicking to accept it in the Portal, by signing an order form that references it, or by using the Services. The person accepting represents that they have authority to bind Customer. If Customer and Finic have signed a separate agreement that covers the Services, that agreement governs instead.

This Agreement includes the Acceptable Use Policy and the Data Processing Addendum, each of which is incorporated by reference.

1. Definitions

"Acceptable Use Policy" means Finic's acceptable use policy published in the Portal, as updated in accordance with its terms.

"API" means Finic's Grayson application programming interface, including POST /v1/decide at api.finic.ai.

"API Key" means a secret credential issued in the Portal that authenticates requests to the API.

"Authorized User" means an employee or contractor of Customer whom Customer allows to use the Portal with a Finic account.

"Consequential Decision" means a decision that has a legal or similarly significant effect on an individual, such as approving, declining or closing an account or loan, holding or returning funds, or reporting the individual to an authority.

"Customer Application" means software that Customer builds or operates and that calls the API.

"Customer Data" means Input and Output.

"Documentation" means the documentation at docs.finic.ai, as updated from time to time.

"Fees" means the amounts payable for the Services, including purchases of credit and amounts under an Order.

"Input" means the data Customer submits to the Services for evaluation: the context, the questions, and any other content of a request.

"Laws" means all laws and regulations that apply to a party's performance under this Agreement.

"Order" means an order form signed by both parties that references this Agreement.

"Output" means the answers and probabilities the Services return for an Input.

"Privacy Policy" means Finic's privacy policy published in the Portal, which describes how Finic handles personal information about Authorized Users and other individuals who interact with Finic.

"Portal" means Finic's web application where Authorized Users sign in with their Finic accounts to manage Customer's use of the Services, currently at portal.finic.ai, including the playground.

"Services" means the API, the Portal and the models made available through them.

"Usage Data" means metadata about Customer's use of the Services, such as request times, API Key, model, status, error type, number of questions, input token counts and latency. Usage Data does not include the content of Input or Output.

2. The Services

2.1 Access. Subject to this Agreement, Finic grants Customer a non-exclusive, non-transferable, non-sublicensable right during the term to (a) access and use the Services for Customer's internal business purposes in accordance with the Documentation, and (b) integrate the API into Customer Applications.

2.2 Authorized Users and API Keys. Customer is responsible for its Authorized Users and for all activity under its accounts and API Keys. Customer will keep passwords and API Keys confidential, will not embed API Keys in software distributed to third parties or in client-side code, and will revoke and replace any API Key it believes is compromised. Customer will notify Finic promptly at support@finic.ai of any unauthorized use of its accounts or API Keys.

2.3 Restrictions. Customer will not, and will not permit anyone else to: (a) resell, sublicense or provide the Services to third parties as a standalone service, except as permitted in an Order; (b) use the Services or Output to develop, train or improve a model or service that competes with the Services, including by distillation; (c) reverse engineer, decompile or attempt to extract the models, weights, source code or training data of the Services, except to the extent Laws prohibit this restriction; (d) circumvent rate limits, usage limits or security controls; (e) exceed the usage limits in its Order; or (f) use the Services in violation of the Acceptable Use Policy or the Documentation.

2.4 Models and changes. Finic may improve and change the Services. Finic will introduce material changes to a model's behavior under a new model identifier rather than change an existing one, and will give Customer at least ninety (90) days' notice before retiring a model identifier or making a backward-incompatible change to the API, unless a shorter period is needed to address a security, legal or safety issue.

2.5 Support. Finic will provide reasonable support by email at support@finic.ai during its normal business hours. Additional support or service levels, if any, are set out in an Order.

2.6 Free credit and trials. Use paid for with free credit, and any trial, is provided for evaluation, may be limited or changed at any time, and is provided "as is" without the warranty in Section 9.1.

3. Customer Data

3.1 Ownership. As between the parties, Customer owns Customer Data. Finic assigns to Customer any rights it may have in Output.

3.2 Finic's use. Customer grants Finic the right to process Customer Data only to provide the Services to Customer, in accordance with this Agreement, the Data Processing Addendum and Customer's documented instructions.

3.3 Zero data retention. Finic processes Input and Output to answer each request and does not store them after the response is returned, as described in the Data Processing Addendum. The only exception is requests that an Authorized User chooses to save in the playground, which Finic stores until they are deleted.

3.4 No training. Finic will not use Customer Data to train, fine-tune or evaluate any model.

3.5 Usage Data. Finic may use Usage Data to provide, secure, bill for and improve the Services, and may use it in aggregated or de-identified form that does not identify Customer or any individual for any lawful purpose.

3.6 Data protection. The Data Processing Addendum governs Finic's processing of personal information contained in Customer Data.

4. Customer responsibilities

4.1 Rights in Input. Customer is responsible for Input. Customer represents that it has provided all notices, obtained all consents and holds all rights needed to submit Input to the Services and for Finic to process it under this Agreement, including under the Gramm-Leach-Bliley Act and other privacy Laws that apply to Customer.

4.2 Data minimization. Customer will submit only the data reasonably needed for its questions, and will not submit the data the Acceptable Use Policy prohibits.

4.3 Use of Output. Output consists of probability estimates to support Customer's decisions. Customer is solely responsible for its decisions and for how it uses Output, including (a) validating that Output performs acceptably on Customer's own data before relying on it, (b) setting its own thresholds, (c) maintaining human review and other safeguards appropriate to Consequential Decisions, and (d) complying with the Laws that govern its decisions, including, as applicable, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, laws prohibiting unfair, deceptive or abusive acts or practices, and anti-money-laundering and sanctions laws.

4.4 No consumer reports. Finic does not assemble or evaluate consumer information obtained from third parties, is not a consumer reporting agency, and does not furnish consumer reports. Customer will not use the Services in a manner that would cause Finic to be a consumer reporting agency or Output to be a consumer report under the Fair Credit Reporting Act.

4.5 Model risk management. On reasonable request, Finic will provide Documentation and information reasonably needed to support Customer's model risk management and validation of the Services, such as descriptions of model inputs, outputs, intended use, limitations and version history. Finic is not required to disclose model weights, training data or other trade secrets.

5. Fees and payment

5.1 Prepaid credit. Customer pays for the Services from a prepaid credit balance held by its organization, unless an Order provides otherwise. Each successful request, whether sent to the API or run in the playground, draws down the balance at the rates shown in the Portal, based on the input tokens the request uses.

5.2 Free credit. When a person creates their first organization, Finic grants that organization free credit in the amount shown in the Portal. Each person can receive free credit once. Free credit does not expire while this Agreement is in effect, has no cash value and is not refundable. Finic may change or end free credit for new organizations, and may withdraw free credit obtained or used in breach of this Agreement.

5.3 Buying credit. Customer buys credit in advance through Finic's payment processor, within the purchase limits shown in the Portal, and authorizes Finic and its payment processor to charge its payment method for each purchase. Each purchase is confirmed with a receipt. Amounts are in US dollars.

5.4 Running out. When the balance reaches zero, the API and the playground decline requests until an admin adds credit. Requests already in progress when credit runs out are completed and may take the balance slightly below zero; that amount is deducted from the next purchase.

5.5 Expiry and refunds. Credit does not expire while this Agreement is in effect. Purchased credit is non-refundable and has no cash value, except that Finic will refund unused purchased credit if Customer terminates this Agreement under Section 12.2(a) for Finic's uncured material breach, if Finic terminates this Agreement for convenience under Section 12.2, as provided in Sections 9.1 and 10.1 and in the Data Processing Addendum, or where Laws require it. Otherwise, unused credit ends when this Agreement ends.

5.6 Taxes. Prices exclude taxes. Customer will pay all sales, use, value-added, withholding and similar taxes on its purchases, other than taxes on Finic's net income, and Finic will add them to purchases where required.

5.7 Invoiced Orders. If a signed Order provides for invoicing, invoiced amounts are due thirty (30) days after the invoice date. Overdue amounts accrue interest at 1% per month or the maximum rate Laws allow, whichever is lower, and if an amount is more than thirty (30) days overdue, Finic may suspend the Services after giving Customer ten (10) days' notice.

5.8 Price changes. Finic may change its rates by giving at least thirty (30) days' notice. A change applies only to usage after it takes effect, and does not affect rates fixed in a signed Order during its term.

6. Suspension

Finic may suspend Customer's access to the Services, in whole or in part, if (a) Customer breaches Section 2.3, Section 4 or the Acceptable Use Policy, (b) Customer's use poses a security risk to the Services or others, or (c) Laws require it. Finic will give notice before suspending where practicable, will limit the suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved.

7. Confidentiality

7.1 Definition. "Confidential Information" means information a party (the "Discloser") discloses to the other (the "Recipient") that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information. Non-public information about the Services, API Keys and pricing is Finic's Confidential Information.

7.2 Obligations. The Recipient will use the Discloser's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and advisers who need to know it and are bound by confidentiality obligations at least as protective as these.

7.3 Exclusions. These obligations do not apply to information that the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) it knew before receiving it, (c) it received from a third party without a duty of confidentiality, or (d) it developed independently.

7.4 Required disclosure. The Recipient may disclose Confidential Information when Laws or legal process require it, after giving the Discloser prompt notice where legally permitted and reasonable cooperation in seeking confidential treatment.

8. Intellectual property

Finic and its licensors own the Services, the models, the Documentation, Usage Data and all related intellectual property. Except for the rights expressly granted in this Agreement, neither party grants the other any rights. If Customer gives Finic feedback about the Services, Finic may use it without restriction or obligation.

9. Warranties and disclaimers

9.1 Service warranty. Finic warrants that the paid Services will perform materially as described in the Documentation. If they do not, Customer's exclusive remedy is for Finic to use reasonable efforts to correct the non-conformity and, if Finic cannot do so within thirty (30) days of Customer's written notice, for either party to terminate this Agreement or the affected Order, in which case Finic will refund unused purchased credit and any Fees prepaid for the remainder of the Order's term.

9.2 Mutual. Each party warrants that it has the authority to enter into this Agreement and will comply with the Laws that apply to its performance under it.

9.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS," AND FINIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. OUTPUT IS PROBABILISTIC AND MAY BE INACCURATE OR INCOMPLETE. FINIC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE SUITABLE FOR ANY PARTICULAR DECISION.

10. Indemnification

10.1 By Finic. Finic will defend Customer against any third-party claim alleging that the Services, as provided by Finic, infringe or misappropriate that third party's intellectual property rights, and will pay the damages and costs finally awarded or agreed in a settlement Finic approves. If the Services are, or Finic believes they are likely to be, subject to such a claim, Finic may modify them to be non-infringing, obtain the right for Customer to keep using them, or terminate this Agreement or the affected Order and refund unused purchased credit and any Fees prepaid for the remainder of the Order's term. Finic has no obligation for claims arising from Customer Data, Customer Applications, use of the Services in combination with anything Finic did not provide, or use in breach of this Agreement.

10.2 By Customer. Customer will defend Finic against any third-party claim arising from Customer Data, Customer Applications, Customer's decisions based on Output, or Customer's breach of Section 2.3, Section 4 or the Acceptable Use Policy, and will pay the damages and costs finally awarded or agreed in a settlement Customer approves.

10.3 Procedure. The indemnified party will give prompt written notice of the claim, give the indemnifying party sole control of its defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle a claim in a way that admits fault by, or imposes obligations on, the indemnified party without its consent.

11. Limitation of liability

11.1 Exclusion of damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

11.2 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY AND (B) US$500.

11.3 Excluded Claims. "Excluded Claims" means (a) Customer's obligation to pay Fees, (b) a party's indemnification obligations, (c) a party's breach of Section 7 (Confidentiality), excluding breaches relating to Customer Data, which are subject to Section 11.2, and (d) liability that cannot be limited under Laws.

12. Term and termination

12.1 Term. This Agreement starts when Customer accepts it and continues until it is terminated. An Order lasts for the term it states.

12.2 Termination. Customer may terminate this Agreement at any time by asking Finic to close its account at support@finic.ai, except that an Order continues for its stated term unless it is terminated under this Section. Finic may terminate this Agreement on thirty (30) days' notice if Customer has no Order in effect. Either party may terminate this Agreement or an Order by notice if the other party (a) materially breaches it and does not cure the breach within thirty (30) days after notice, or (b) becomes subject to bankruptcy, insolvency or similar proceedings that are not dismissed within sixty (60) days.

12.3 Effect. When this Agreement or an Order ends, Customer's access to the affected Services ends, Customer will pay all Fees accrued to that date, and Finic will delete Customer's saved playground requests and account data as described in the Data Processing Addendum and the Privacy Policy. Sections 3, 4.4, 5 (for amounts accrued), 7, 8, 9.3, 10, 11, 12.3 and 13 survive.

13. General

13.1 Governing law and venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts in San Francisco, California have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to their jurisdiction.

13.2 Changes to this Agreement. Finic may update this Agreement by posting a new version and notifying Customer in the Portal or by email at least thirty (30) days before the update takes effect, or sooner where Laws require. The Acceptable Use Policy may be updated as it provides. Authorized Users accept updated versions in the Portal when they take effect. Updates do not apply retroactively. If Customer objects to an update, Customer may terminate before it takes effect. Changes to a signed Order require a writing signed by both parties.

13.3 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of all or substantially all of its assets or of the business to which this Agreement relates, with notice to the other party.

13.4 Subcontractors. Finic may use subcontractors and remains responsible for their performance under this Agreement.

13.5 Publicity. Neither party will use the other's name or marks, or announce this Agreement, without the other's prior written consent.

13.6 Notices. Notices to Finic must be sent to support@finic.ai with a copy to Finic Technologies Inc., 209 Kearny St., San Francisco, CA 94108. Finic will send notices to the email address of Customer's account administrators or as stated in an Order. Notices are effective on receipt.

13.7 Force majeure. Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, other than failure to pay.

13.8 Export and sanctions. Each party will comply with applicable export control and sanctions Laws. Customer represents that it is not located in, or owned or controlled by a person located in, a comprehensively sanctioned jurisdiction, and is not on a US government restricted-party list.

13.9 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, agency or joint venture.

13.10 Entire agreement; order of precedence. This Agreement, including its Orders and incorporated documents, is the parties' entire agreement on its subject matter and supersedes prior agreements on it. Terms in Customer's purchase orders or other forms have no effect. If documents conflict, the following order applies: an Order (for its commercial terms), the Data Processing Addendum (for data protection), this Agreement, the Acceptable Use Policy, then the Documentation.

13.11 Waiver and severability. A waiver must be in writing. If a provision is unenforceable, it will be enforced to the maximum extent permissible and the rest of this Agreement remains in effect.