Last updated February 25, 2023.
- Customer Data. “Customer Data” means your information, documents, or electronic files that are provided to Finwello through the App.
- Service. “Service” means Finwello’s App that empowers you to have more understanding of your finances and make more informed financial decisions about how you manage your financial resources.
- Service. You understand that you have a free license to access the App solely for the purposes of beta testing the App.
- Testing and Feedback. In consideration for being given free access to the Service during the beta period Customer shall notify Finwello of all errors, functional limitations, suggestions for improvement, and suggestions for new features that come to Customer’s attention, and hereby assigns to Finwello all right, title and interest to such recommendations and all intellectual property rights therein. You shall provide responses to questions, surveys, and other requests for feedback on the Service as reasonably requested by Finwello.
- Restrictions on Use. Except as expressly permitted herein, You shall not, and shall not permit any third party to: (a) access and use the Service in excess of use contemplated by this Agreement; (b) allow access to the Service to any third party, except as expressly permitted in advance in writing by Finwello; (c) upload, download, recreate, display, perform, post, copy, reproduce, replicate, frame, mirror, disclose, publish, modify, create derivative works of, or translate the Service or attempt to reverse assemble, reverse compile, reverse engineer, decompile, disassemble, or access the source code for, the Service or any part of the Service; (d) modify, adapt, translate into other programming forms or languages or extend the Service to operate in other environments or on other platforms; (e) use the Service in the operation of a service bureau or on an application or software as a service provider basis to support anyone, otherwise provide services using the Service or in any way represent an entitlement to provide or use the Service for the benefit of third parties who would otherwise have to purchase a license themselves; (f) rent, lease, sublicense, sell, assign, market, transfer, distribute, resell or loan by any means the Service including without limitation granting sublicenses of or transferring (including transfer by rental or remote access) the Service or the right to use same to benefit any third party; (g) export or re-export, directly or indirectly, the Service into any country prohibited by the applicable federal or state laws of the United States of America; or (h) design or create any software program or system or content, in whole or in part, with features or functions similar to the features or functions of the Service or any part of the Service through use, evaluation, or viewing of the Service.
- Customer Data. You own all right, title and interest in the Customer Data. You hereby grant to Finwello, a non-exclusive, non-transferable, non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of providing the Service to Customer hereunder. Notwithstanding anything to the contrary, Finwello shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Finwello will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Finwello offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. Except as set forth above, Finwello shall not use the Customer Data except as necessary to perform its obligations hereunder. You further acknowledge that that the Services contain features and functionality that is licensed from a third party (“Third-Party Materials”) that such aspects of the Services will also be subject to such additional terms, conditions and restrictions contained in such Third Party licensing terms and conditions (the “Additional License Terms”). You acknowledge that the availability of some or all features of the Services may be contingent on your compliance with such Additional License Terms that are readily apparent from the Services that such Additional License Terms apply. You are solely responsible for compliance with such Additional License Terms.
- Term. The term of this Agreement commences on the date You execute these terms (the “Effective Date”) hereof and will continue until the one (1) month anniversary of the Effective Date.
- Exclusions. Notwithstanding the above, the term “Confidential Information” does not include any information that is either:
- readily discernible from publicly-available products or literature; or
- approved for disclosure by prior written permission of an executive officer of Finwello.
- Use of Confidential Information. You shall only use Confidential Information furnished hereunder in furtherance of the Services contemplated by this Agreement, and you shall not disclose the Confidential Information to any other persons without Finwello’s express written authorization.
- Return of Information. If Finwello so requests at any time, you shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in your possession.
- Survival. The parties hereto covenant and agree that this Section 3 will survive the expiration, termination, or cancellation of this Agreement for a period of one year, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.
- Disclaimers and Limitations
- Acknowledgment of Risk. You acknowledge and agrees that, because the use of the Service hereunder is provided free of charge (i) the Service is provided to you hereunder for testing and evaluation purposes only, and (ii) the Service is provided to you hereunder “AS IS WHERE IS” with all faults, and (iii) you assume all risk of use of the Service.
- Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FINWELLO MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE PROVIDED OR THE RESULTS OF USE OF THE SERVICE. FINWELLO HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
- Disclaimer of Consequential Damages. FINWELLO HAS NO LIABILITY WITH RESPECT TO THE SERVICES OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF FINWELLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitations of Liability. FINWELLO’S TOTAL LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO $1,000.
- Governing Law; Venue. The laws of the State of Georgia (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Atlanta Georgia, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement.
- Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.
- Entire Agreement. This constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement.
- Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.
- Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 4 and 5 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.