Business Terms of Service

We kindly request you to review these Business Terms of Service before beginning to use our Services.

Overview of Agreement

These Business Terms of Service (“Terms”) are a binding legal agreement between Finley AI (INATIGO) and the business, establishment, or organisation that you are representing (“Customer”). These Terms cover the Customer’s utilisation of any Finley AI API key, the Finley AI Console, or any other Finley AI products that refer to these Terms (known as the “Services”). These Terms come into effect either on the date that the Customer first agrees to a version of these Terms electronically or the date that the Customer first uses the Services (“Effective Date”).

Special Notice: If your actions are not being taken on behalf of a company, organisation, or any other entity, our Individual Terms of Service will persist to govern your usage of any Finley AI products or services.

The current version was last revised on 5 January 2024.

Definitions:

Account: The customer’s registered profile or access point for using the Services.

API Key: Security credentials issued by Finley AI to allow Customer access to the API.

Appropriate Use Policy (AUP): Policy outlining acceptable and unacceptable uses of the Services by the Customer.

Assurances and Limits on Liability: Assurances related to entering into the agreement and disclaimers of warranties and limitations on liability.

Billing Issues: Concerns related to the charges or fees applied to the Customer’s account.

Commands: Instructions or queries submitted by the Customer to the Services.

Confidential Information: Any information exchanged between the parties identified as confidential or proprietary.

Console: The user interface or platform provided by Finley AI for managing the use of the Services.

Contract: The formal agreement between Finley AI and the Customer regarding the use of Services.

Costs: Fee payment, taxes, billing, and consequences of failure to pay amounts owed.

Customer: Refers to the business, entity, or organisation entering into an agreement with Finley AI and utilising the Services.

Data Confidentiality: Protection and handling of personal data or personally identifiable information (PII) submitted by the Customer to the Services.

Disputes: Process for resolving disputes, including informal resolution and arbitration.

Duration and Cessation: Terms relating to the duration of the agreement and conditions for termination or suspension.

Effective Date: The date when the Terms come into effect, either when the Customer first agrees to the Terms electronically or first uses the Services.

Feedback Provision: The terms regarding the non-confidential nature of feedback provided by the Customer to Finley AI.

Finley AI: Refers to Finley AI (INATIGO), the provider of the services and the business entity with which the Customer enters into an agreement.

Force Majeure: Exemption from fulfilling contractual obligations due to circumstances beyond control, like natural disasters or war.

Free Trial: Temporary, complimentary access to the Services for evaluation purposes.

General: General terms, including independence of parties, modifications, notices, assignments, compliance, entire agreement, governing law, waiver, and severability.

Geographical Limitations: Restrictions on where the Services can be used, based on supported countries and regions.

Indemnification: Obligations of both parties to defend and indemnify each other against certain claims.

Intellectual Property: Ownership and rights related to content and intellectual property of both parties.

LCIA Rules: Rules set by the London Court of International Arbitration for arbitration processes.

Liability Limitation: The limitation of Finley AI’s liability in connection with the Services.

Outcomes: Responses generated by the Services in response to the Customer’s Commands. Collectively, Commands and Outcomes are referred to as “Customer Content.”

Pricing Changes: Finley AI’s right to modify pricing for its Services, subject to a 60-day notice period.

Public Disclosure: Restrictions on public disclosure of the Customer’s use of the Services without permission from Finley AI.

Reservation of Rights: Finley AI’s retention of rights not explicitly granted to the Customer in the agreement.

Service Availability: The commitment of Finley AI to maintain service availability, acknowledging potential disruptions.

Services: Encompasses all offerings provided by Finley AI, including the API services which grant access to content, the Finley AI Offering, and any API Materials and API Documentation.

Termination and Suspensions: Terms and conditions related to the termination of the agreement and suspension of Services.

Trial Services: Temporary services offered by Finley AI for testing and experimentation, not intended for professional use.

Updates: Modifications or enhancements to the Services provided by Finley AI, which are included under the terms of the agreement.

Usage Restrictions: Restrictions on the Customer’s use of the Services, including prohibitions on reverse engineering, replication, and other unauthorised actions.

Warranty Disclaimer: The disclaimer of warranties by Finley AI regarding the provision of its Services.

Your Responsibilities: The Customer’s obligation to ensure proper use of Finley AI Services, compliance with laws and the AUP, and protection of their API Key.

1. Services

Overview

Subject to these Terms, the Customer can utilise the Services, including the submission of the Services (“Commands”) and the generation of responses to its Commands (“Outcomes”, together with Commands, “Customer Content”).

Trial Services

Finley AI may offer trial services for testing and experimentation purposes (“Trial Services”). These services are not intended for professional use and are provided on a temporary basis. Finley AI assumes no responsibility for the customer’s utilisation of or reliance on Trial Services.

Commentary

If the Customer opts, at its sole discretion, to provide Finley AI feedback regarding the Services, Finley AI may use that feedback at their own risk and without obligation to the Customer.

Customer Content

As far as legally permitted, Finley AI aligns that the Customer holds all rights on Outcomes and renounces any rights it receives to the Customer Content under these Terms. Finley AI does not stipulate acquiring any rights in Customer Content under these Terms. Subject to Customer’s obedience to these Terms, Finley AI hereby assigns the Customer its right, entitlement, and interest (if any) in and to Outputs. Finley AI cannot train models on Customer Content from paid Services.

 

Generated Content and Response

Finley AI is powered by advanced generative AI technologies, providing dynamic services and content. Despite rigorous efforts to ensure the content’s credibility and precision, no AI-generated content is wholly infallible. Therefore, it is paramount that API users, Business Term Users and their users approach this content with understanding of its potential fallibility and exercise discretion while using it. It is also important to acknowledge that content may not always be entirely accurate, suitable, or reliable, and should not serve as the only basis for making critical decisions or interpretations.

Finley AI denies any liability for inaccuracies, errors, or misinterpretations in the AI-generated content. We advise any businesses or API users deploying our AI (Finley AI) to inform their users to independently validate all AI-generated information they plan to significantly rely on, particularly in scenarios demanding the utmost accuracy and precision. Furthermore, businesses are responsible for emphasising that responses provided by our AI (Finley AI) may not be perpetually accurate or correct. Consequently, caution should be exercised before making decisions based on our AI-generated information.

 

Data Confidentiality

If the Customer submits personal data or personally identifiable information (jointly, “PII”) to the Services, the Finley AI Data Processing Addendum applies and is incorporated into these Terms by reference.

1. Trust and Safety; Limitations

Compliance

Each Party will adhere to all laws applicable to the rendering (for Finley AI) and use (for Customer) of the Services, this includes any valid data privacy laws.

Appropriate Use Policy

The Customer can only employ the Services in compliance with these Terms, including the Appropriate Use Policy (“AUP”), which these Terms have taken in by reference, which Finley AI may update. The Customer must make reasonable efforts to ensure the cooperation of its customers or other end-users (“Users”). The Customer has to cooperate with Finley AI’s reasonable requests for information to support compliance with its AUP, this includes the verification of Customer’s identity and utilisation of the Services.

Limitations of Outcomes; Information to Users

The responsibility of evaluating if Outcomes are suitable for the Customer’s use case, including when a human review is appropriate, before utilising or sharing Outcomes, lies with the Customer. The Customer acknowledges, and must inform its Users, that factual assertions in Outcomes should not be depended upon without independently checking their accuracy, as they might be false, incomplete, misleading, or not reflecting recent events or information. The Customer also agrees that Outcomes may contain content inconsistent with Finley’s views.

1. Usage Restrictions

In using the Services, Customers must adhere strictly to the following guidelines. The customer must not and must not attempt to:

1. Competitive Limitations: Access the Services to build a competing product or service, including training competitive AI models, except as explicitly approved by Finley AI.
2. No Replication or Reverse Engineering: Reverse engineer or replicate the Services.
3. Non-Assistance: Assist any third party’s attempt at any of the conduct restricted in this clause.
4. Geographical Limitations: Customers and its Users can only utilise the Services in the countries and regions that Finley AI currently supports.

In addition to the above, the following activities are strictly prohibited:

1. Storage Restrictions: Storing any output from the API or derivative works, whether in part or in whole, including API Materials and Content.
2. Prohibition on Redistribution: Renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making the API accessible, in part or in its entirety.
3. No Circumvention of Limits: Attempting to bypass or circumvent any rate or service limits, including creating multiple accounts to do so.
4. Respect for Proprietary Notices: Removing any proprietary notices attached to the API.
5. Intellectual Property Compliance: Using the API in any manner that violates intellectual property rights, misappropriation intellectual property, or breaches any applicable laws.
6. No Harm to Finley AI: Employing the API in a way that may harm Finley AI, its products, services, infrastructure, reputation, or goodwill.
7. Unauthorised Integrations: Integrating the API with unauthorised software, technology, services, or materials.
8. Non-Interference: Designing or permitting Applications to disrupt, override, or interfere with user communications, consent screens, settings, alerts, or similar functions implemented by Finley AI.
9. No Mimicking of Finley AI Experience: Using the API in Applications with the intention of mimicking or replacing the user experience of finleyai.co.uk offerings.
10. Identity Transparency: Concealing or obfuscating your identity or the identity of Applications when seeking authorization to use the API.
11. Content Usage Restrictions: Copying, storing, archiving, caching, or creating a database of the Content, whether in part or in its entirety.
12. Content Distribution Limitations: Redistributing, reselling, or sublicensing the Content.
13. Prohibition on Machine Learning Uses: Employing the Content in any machine learning or algorithmic activities.
14. Service Enhancement Restrictions: Using the Content to create, refine, evaluate, or enhance services provided by you or third parties.
15. Disposition of API Materials: Failing to eliminate all API Materials in your possession upon the termination of this Agreement.

Violation of any of these restrictions may result in immediate suspension or termination of your access to the Services and legal action as deemed appropriate by Finley AI.

1. Security

The Customer will promptly notify Finley AI if the Customer believes or knows that (a) the account used to access the Services has been compromised, or (b) the Customer is subjected to a denial of service or similar malicious attack that may negatively affect the Services.

1. Confidentiality

Confidential Information

The Parties may exchange information that is identified as confidential, proprietary, or similar, or that a Party would reasonably understand to be confidential or proprietary (“Confidential Information”). Customer Content is the Customer’s Confidential Information.

Duties of Parties

The receiving Party (“Recipient”) is allowed to use the Confidential Information of the disclosing Party (“Discloser”) solely to execute its rights and fulfil its commitments under these Terms. Recipient is only permissible to share Discloser’s Confidential Information with its personnel, advisors, and agents who have a requirement to be privy to such Confidential Information and who are obligated to adhere to terms of confidentiality at least as protective as those outlined in these Terms (“Agents”). The Recipient will safeguard Discloser’s Confidential Information against unauthorised access, use, or disclosure in the same manner as it protects its personal Confidential Information, and at minimum with reasonable diligence. Recipient bears responsibility for all acts and omissions by its Agents. The Recipient will swiftly notify the Discloser if it suspects or learns of any instances where Discloser’s Confidential Information has been breached and agrees to cooperate in mitigating further risks of loss or improper use.

Exemptions

The Recipient’s commitments with regards to Confidential Information do not pertain if the Recipient demonstrates that the Discloser’s Confidential Information was (a) already in its possession at the time of Disclosure’s revelation, (b) was judgement-free disclosed by a third party to the Recipient, (c) is publicly and commonly known through no fault of Recipient, or (d) was independently developed by the Recipient without employing Discloser’s Confidential Information. The Recipient may disclose the Discloser’s Confidential Information provided it is required by law or any administrative or judicial order, but unless it is expressly prohibited, the Disclosure will be notified of the required disclosure immediately and the Recipient will fully cooperate with the Disclosure.

Deletion Order

Upon request by the Disclosure, the Recipient will promptly destroy Discloser’s Confidential Information, excluding the copies in the Recipient’s standard back-up systems, which will remain subject to these terms of confidentiality while they are maintained.

1. Intellectual Property

Except where explicitly stated in these Terms, these do not grant either Party any rights to the other Party’s content or intellectual property, either impliedly or otherwise.

1. Public Disclosure

The absence of permission from the other Party restricts either Party from publicly declaring the Customer’s use of the Services.

1. Costs

Fee Payment

The Customer is accountable for the Services as outlined in the Console or in another document the Parties enter into. The Customer will provide the financial and billing information necessary to proceed with payment, and if the Customer has not paid after the due date, Finley AI may disable its account. Fees charged by Finley AI are not subject to reimbursement. The Customer is in charge of paying all applicable taxes connected to the Services except in cases of taxes imposed on Finley AI’s income.

Billing Issues

If the Customer reasonably believes there is an error in the billing of its account, the Customer should provide notice of the error within 120 days of the date of the billing statement in which the error occurred.

I. Pricing Changes

Finley AI retains the authority and right to adjust the pricing structure for the Services it provides. Any such changes will be pre-notified to the Customers by providing a sixty (60) days notice period, during which the existing pricing will prevail. Such price changes will be communicated via an electronic communication on the email provided by the Customer at the time of registration or through an official announcement displayed on the website of Finley AI. It is the responsibility of the Customer to ensure they are cognizant of such changes, and continued use of the Services post the sixty (60) days notice period will be deemed acceptance of the new pricing structure.

1. Your Responsibilities

The Customer will at all times maintain and observe proper conduct while using Finley AI Services, including adherence to all policies, laws, and regulations applicable. This includes actions conducted by any and all end users accessing the Service through the Customer’s account. The Customer agrees not to undertake any actions that infringes or violates the rights of any third party or that otherwise breaches any civil or criminal laws.

1. Updates

Finley AI may from time to time create updates, upgrades or modifications to its Services, in its sole discretion. Such updates, upgrades, and modifications shall be considered part of the Services, and their use by the Customer will be governed by this Agreement unless explicitly stated otherwise.

1. Information Collection and Use

During the provision of Services, Finley AI may collect specific types of data about the Customer or their delegates, such as employees, contractors, or agents. However, Finley AI expressly states that it does not use the data conveyed through the use of its API for the purpose of improving its services. When Customers access the Services, use them, and submit information through them, it is interpreted as their consent for Finley AI to use their data in accordance with Finley AI’s most recent Privacy Policy. The said Privacy Policy outlines our practices regarding data collection, storage, and usage and is referred to by this Agreement. To access the Privacy Policy, visit finleyai.com/legal/privacy. By using the Services, Customers are expressing their agreed terms of Finley AI’s Privacy Policy.

1. Service Availability

Finley AI aims to provide its Services available on a 24/7 basis, but it is recognized that there might be instances where the Service or any part thereof may be unavailable due to maintenance or technical issues. Finley AI does not provide any assurances of access or availability of the Service and is not liable for any damages or losses as a result of such unavailability.

1. Reservation of Rights

Except as expressly provided herein, nothing in this Agreement shall be construed as conferring to the Customer, in any manner, whether by implication, estoppel or otherwise, any licence, title, or ownership of or to any Intellectual Property belonging to Finley AI.

1. Feedback Provision

The Customer is free to provide feedback regarding the Services. By submitting feedback, the Customer grants Finley AI a non-exclusive, perpetual, irrevocable, royalty-free licence to use and incorporate into the Services any feedback or suggestions provided by the Customer without any obligation of acknowledgment or compensation.

1. Warranty Disclaimer

The Services are provided by Finley AI “as is” and on an “as available” basis without any express or implied warranty of any kind including warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property.

1. Liability Limitation

Finley AI’s aggregate liability will be limited to the amount paid by the Customer in the 12 months immediately preceding any claim.

1. Duration and Cessation

This Agreement commences on the date first accepted by the Customer and continues until terminated by either Finley AI or the Customer in accordance with the terms herein.

1. Miscellaneous

This Agreement incorporates by reference all policies and guidelines posted on the Finley AI website and constitutes the entire agreement between you and Finley AI. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law. This Agreement is governed by the laws of England and Wales. The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other party.

1. Term; Termination

Term

This agreement is valid until the Customer’s subscription or free trial is terminated. Customer usage should be in line with the Contract and its AUP. For free trials, the Customer’s agreement is effective until the trial expires or until terminated by Finley AI. The Customer can terminate its subscription at any time, by discontinuing its use of the Services and/or by disabling its account.

Termination

Finley AI may suspend or disable the Customer’s account at its own discretion if the Customer violates these Terms or if Finley AI has reasonable suspicion of the Customer’s non-compliance with these Terms. Finley AI can also terminate the Customer’s account if it faces unexpected technical issues or legal obligations. The Customer must provide a cancellation notice within 30 days of the date of the start of the term, so that such notice is effective on expiration of the term, if neither Party has taken any other action by then.

1. Disclaimers

No Guarantees

Finley AI cannot assure that the Services will operate uninterrupted or error-free. The Services may be limited or inaccessible due to various factors, including regular system maintenance. Finley AI will make reasonable efforts to inform the Customer in advance of such downtime.

1. Limitation of Liability

Subject to applicable laws, each Party’s overall liability to the other is restricted to the amount that the Customer pays to Finley AI for the Services in the 12 months before the event prompting liability.

1. Indemnification

The Customer commits to defending and indemnifying Finley AI from any third-party claims and liabilities connected to Customer’s use of the Services. The Customer has to make reasonable efforts to notify Finley AI of any such claims. The Customer is not authorised to settle a claim without Finley AI’s prior written consent, unless the settlement does not require any admission of guilt or responsibility or any financial commitment from Finley AI.

1. Miscellaneous

Notices

The Customer agrees to accept communication from Finley AI through electronic means, such as e-mails, texts, notices on the Console, or other electronic forms of communication. The Customer is responsible for keeping its contact information up-to-date. All notices provided by the Customer under these Terms must be sent to legal@finleyai.com.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of England and Wales, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the courts of England and Wales.

Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The number of arbitrators shall be one.

The seat, or legal place, of arbitration shall be the United Kingdom.

The language to be used in the arbitral proceedings shall be English.

The governing law of the contract shall be the substantive law of England and Wales.

Entire Agreement

These Terms constitute the whole and final agreement between the Parties regarding their subject matter and replace any previous or contemporaneous contracts or agreements, whether in writing or oral. There are no alterations to these Terms except when agreed upon in writing by both Parties.

Interpretation

For interpretation purposes, “or” denotes the inclusive “or,” and “including” means “including but not limited to.”

Assignment

Finley AI may assign these Terms or any part of it without Customer’s consent. The Customer may not assign these Terms or any part of it without Finley AI’s written consent.

Waiver

A Party’s failure to enforce a provision of these Terms does not constitute a waiver of the provision’s right to be enforced later. Each provision not enforced should be determined on its own merits.

Compliance with Laws

Each Party will adhere to all applicable laws when conducting itself under these Terms, and will not infringe on any rights of third parties.

Force Majeure

Each Party is not liable for any omission to perform any of its responsibilities under these Terms because of conditions beyond its control (including, but not limited to, flood, war, acts of terror, or internet or communications outages).

1. Contact

For further inquiries regarding these Terms, kindly contact us at legal@finleyai.com

Finley AI (INATIGO)

Address: 20-22 Wenlock Road, London N1 7GU

Email: info@finleyai.com