Terms of Service
PLEASE READ CAREFULLY
These Terms of Service constitute an agreement (this “Agreement”) by and between you (“Customer”, regardless of whether or not a paying customer), and Finch Computing, LLC (dba Finch AI) (“Finch”). The finchcomputing.com domain, the Finch Analyst application, the Finch DaaS services, and the Finch for Text demonstration application and API services offered through this website (collectively, the “Service” or “Services”, as more fully defined below) are owned and operated by Finch. This Agreement describes the terms and conditions governing Customer’s use of the Services. By accessing this website or any Service, you signify that you have read, understood, and agree to be bound by these terms and all applicable laws and regulations, including export and re-export control laws and regulations. If Customer is entering into this Agreement on behalf of a company or other legal entity, Customer represents that they have the authority to bind such entity to these terms and conditions. If Customer does not agree to these terms, please do not use the Services.
These Terms of Service represent a legal agreement between Customer and Finch for the use of the Services, and do not affect or amend any other contracts Customer may have with Finch for other offerings or items.
1.1 “Application Programming Interface (API)” means the set of clearly defined methods of communication between various software components. The Finch API will be the endpoint of the Finch software that receives the Customer data to enrich.
1.2 “API Key” means a code passed in by the Customer’s computer programs calling the Finch API to identify the calling program, its developer, or its user to the Finch software.
1.3 “Customer Content” means Content that is owned or licensed by Customer and which is provided to Finch solely for the purpose of the performance of the Services by Finch (e.g., to generate the Licensed Output).
1.4 “Data Set” shall mean a collection of Licensed Output.
1.5 “Finch Application” shall mean a Finch computer program or bundle of Finch computer programs designed to be used by individual end-users.
1.6 “Intellectual Property (IP)” means any and all forms of intellectual property including, without limitation, patents, copyrights, trademarks, trade secrets and proprietary know-how related to or covering Property, where patents shall include without limitation any patents allowed or issued on any pending, provisional or later filed applications, and any reissues, extensions, divisions, continuations and continuations-in-part, and any foreign patents or applications corresponding thereto throughout the world.
1.7 “Licensed Output” means the machine-readable format documents that have been generated by Finch Products that are delivered to the Customer. Licensed Output may include Entity Output to the extent that Entity Output is included by Finch.
1.8 “LN Licensed Content” shall mean content that is licensed from LexisNexis, a division of RELX Inc., and does not include the Web Content.
1.9 “Product(s)” shall mean the Finch Applications, APIs, Data Sets, Licensed Output, Entity Output, and Services made available by and within the finchcomputing.com domain, including all modifications, enhancements, improvements, updates, revisions, changes, releases, additions, copies, translations, compilations, and derivative works thereof and thereto.
1.10 “Property” means any and all compositions, articles of manufacture, processes, apparatus; know-how; data; writings, drawings and all other works of authorship including, without limitation, software, protocols, program codes, audiovisual effects created by program code, databases, specifications, algorithms, models, graphics and documentation related to all the foregoing; mask works; product platforms, architectures, signal formats and other system standards; tangible items including, without limitation, materials, samples, components, tools, operating devices (e.g., board assemblies, engineering models), hardware and communication systems; and any business or technical information in human or machine readable form which embodies or describes any of the foregoing items.
1.11 “Service(s)” (in the singular, as well as the plural) means the execution of the Finch software to deliver Products through a website application or API. Services shall include all of the components, accessories, APIs, plug-ins or features necessary for the provision of such services as well as any and all modifications, enhancements, improvements, updates, revisions, maintenance releases, additions, derivative works, associated media, printed materials, online or electronic documentation, and related material that may be made or provided to Customer from time to time.
1.12 “Web Content” shall mean any content, including online news articles, press releases and social media content, collected from third party websites and does not include LN Licensed Content.
2.0 Grant of License.
2.2 Customer agrees that all access to and use of the LN Licensed Content shall be provided for evaluation purposes only and is subject to the terms and conditions provided in the General Terms and Conditions for Use of the LexisNexis Services (and updates thereof) available online at www.lexisnexis.com/terms/general.
2.3 Finch may modify, revise or upgrade the Property which powers the Services from time to time, in its discretion, during the license term.
2.4 Finch shall make the Services available to Customer electronically, by use of a login to website applications or by a unique Finch API Key to access the Services. As a condition of receipt and use of the login and/or the API Key, Customer shall keep each private, and shall not share or otherwise disclose either to third parties, or to any of its personnel or other business units or Affiliates who do not have a need to know them, or for their use outside the scope of the use allowed by this Agreement. Customer acknowledges that it is its responsibility to protect the login and/or the API Key. If Customer suspects or learns that either has been compromised or disclosed to any unauthorized third party, Customer must promptly notify Finch.
2.5 Customer may use the Services, Licensed Output, or any data resulting or provided therefrom for internal purposes only, and, unless expressly authorized herein, Customer may not publicly release or disclose any data or usage statistics or other information (in the aggregate or otherwise) regarding the Services or the Licensed Output.
3.0 Use and Storage of Your Data.
3.1 Finch acknowledges and agrees that, as between Finch and Customer, Customer owns all right, title and interest in and to the Customer Content, and/or has a license to the same. By accessing the Services, Customer grants to Finch a non-exclusive, worldwide, limited-term license to host, replicate, transmit, and process the Customer Content submitted to the Service for enrichment, as necessary for Finch to provide the Services in accordance with this Agreement. Customer represents that it has all necessary rights to submit Customer Content to the Service, and to grant to Finch the foregoing license.
3.2 Finch may retain metadata (including content metrics and account metrics) based on or generated by Customer’s use of the Services (the “Metadata”). By accessing the Service, Customer grants to Finch a nonexclusive, worldwide, perpetual, irrevocable, sublicensable, royalty-free license to use the Metadata.
4.0 Term; Termination.
4.1 Customer is permitted to use the Products or Services for a period of 30 days. At any time during the course of this term, for any reason, Finch may immediately terminate or extend this Agreement.
4.2 The provisions of, and the obligations of the parties under, Sections 3.1, 3.2, 6, 7, 9, and 10 hereof shall survive the termination of this Agreement, together with any other provisions herein that may be necessary or convenient to give fullest effect to the stated purposes of this License.
5.1 Customer may not use the Products or Services for any purpose other than as specified herein.
5.2 Customer shall not make any reproduction of any proprietary Property without the prior written consent of Finch.
5.3 Customer may not represent itself as the patent-holder or inventor of the Services or any Finch IP.
5.4 Customer may not distribute, sublicense, lease, rent or re-syndicate the Licensed Output or the APIs. Customer may not authorize any third parties to do anything that would violate this content use restriction.
5.5 Customer shall not misuse the Services. The following is a non-exhaustive list of activities that constitute misuse of the Services; these are activities that Customer may not undertake:
- Translate, reverse engineer, decompile, disassemble, modify, or create derivative works based on the Services, features, or ideas from the Services, or any portion of them, including the act of training a model using the Licensed Output;
- Access or reverse engineer the Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, or functions as the Services, or (iii) copy any ideas, features, or functions of the Services;
- Utilize the Licensed Output provided by the Services or other Finch Property to create a service similar to Finch, including but not limited to: text analysis services; metadata extraction, retrieval, or entity extraction services; content categorization services; and sentiment assignment;
- Circumvent any technology used by Finch or its licensors to protect information accessible via the Services, including, but not limited to:
- probing of IP addresses (e.g. ping sweeps, etc.)
- port scanning
- Denial of Service or Distributed Denial of Service attacks
- any intentional action that results in a degradation of the Services;
- Publish any benchmark or performance tests or analysis relating to the Services or the use thereof without express authorization from Finch;
- Use the Services to impermissibly reproduce copyrighted materials (see Section 7.5);
- Sell, rent, lease, transfer, or sublicense any of the Services;
- Utilize or enable a third party to utilize the Services via any means that bypasses these License terms or the Finch registration process, including but not limited to: proxy servers, spiders, scraping robots, or other technology;
- Distribute, facilitate, or enable access to the Services in any manner deemed by Finch in its sole discretion to be objectionable or harmful to the business or reputation of Finch. The following is a non-exhaustive list of activities that are objectionable or harmful to the business or reputation of Finch:
- Contain or promote sexually explicit, lewd and/or pornographic materials, or depictions of violent or sexual acts;
- Promote violence, hate, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Be libelous, defamatory, knowingly false or misrepresent another person;
- Harass, threaten, abuse or insult end users or any other person;
- Offer or disseminate any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters, or pyramid (ponzi) schemes;
- Use the Services in any way that violates this Agreement; or
- Use the Services for any unlawful purposes or for the promotion of illegal activities.
5.6 Video Content Restrictions. If streaming video content is provided within the Finch Application as part of a Product, Customer may not download, store, retain, record, or re-distribute the video or any component or portion thereof, in any form or format, on any computer, server, or storage device for any use outside of viewing the TVEyes Video within the Finch Application, unless video editor is included with Product. Retention of video content or derivatives thereof in any manner is strictly forbidden. TVEyes reserves the right to change or discontinue use of its video at any time. Upon completion of this License Agreement and accompanying Sales Order, TVEyes will approve the utilization of specific video offerings that will be available through the initial Sales Order. Any subsequent request to change, or add to, the TVEyes Video willmust be approved by TVEyes and Finch.
6.1 Each party acknowledges that in the performance of this Agreement, each party may be provided access to (“Recipient”), and the other party may disclose to it (the “Discloser”), certain valuable and non-public and/or proprietary information and trade secrets including, but not limited to, information concerning the Services (including their nature and existence, features, functionality, and screen shots), a party’s Property, computer programs, user manuals, sales and marketing plans, business plans, processes, customer lists, and other trade secrets (“Confidential Information”). The parties agree to use the Confidential Information solely in conjunction with the terms of this Agreement, and shall not, without the Discloser’s prior written consent, disclose such Confidential Information to third parties, or use such Confidential Information other than as described herein for its own benefit or for the benefit of third parties.
6.2 An individual within Recipient’s organization may disclose Confidential Information only to those employees within its organization who need to know such information strictly for the purposes set forth in this Agreement. Recipient shall ensure that all of its employees to whom Confidential Information is disclosed observe the confidentiality obligations in this License. In addition, Customer agrees to treat any communications with and reports to Finch in connection with the Services as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Finch’s prior written consent.
6.3 This Agreement shall impose no obligation of confidentiality with respect to any information that would otherwise be deemed Confidential Information hereunder which: (1) is or becomes generally known or available to the public through no fault of the Recipient; (2) is known by Recipient at the time Discloser receives such Confidential Information; (3) is rightfully obtained from a third party who had the right to disclose it to Recipient without any restriction on disclosure; or (4) consists of third party software and/or documentation provided to Customer by Finch and is accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation. All Confidential Information shall remain the sole property of the Discloser and shall not be subject to any implied licenses or other rights in the Confidential Information not expressly specified in this Agreement.
7.0 Proprietary Rights.
7.1 The Products, Services, and Licensed Output are proprietary to, and the property of, Finch, its suppliers, and its licensors. All rights in all copyrights, trademarks, trade secrets, trade names, patent applications, patents, and other intellectual property rights in or associated with the Products or Services (including all registrations, applications, renewals, and extensions thereof) are and will remain the property of Finch, and Customer shall have no IP rights in the Products or Services other than the limited rights expressly granted herein. Customer may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings in or on any Finch Property.
7.2 Customer may not use the Services for any purpose other than as stated in this Agreement, or to disclose, reproduce, distribute, modify, or create derivative works of any part of the Products or Services. Customer shall not copy, decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, data models, or internal architecture or design of any part of the Products or Services or any other Finch Property (except as, and only to the extent, the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open source components included with any of the Products, Services, or such other Finch Property).
7.3 Customer is not obligated to provide Finch with comments, suggestions, or ideas regarding the Products or Services or otherwise; however, to the extent that any are provided, then Customer grants to Finch a non-exclusive, irrevocable, worldwide, royalty-free license to use and disclose such comments, suggestions, and ideas in any manner Finch chooses, and to utilize in any way any technology or products embodying such comments, suggestions and ideas, without reference to the source of such comments, suggestions, and ideas.
7.4 All Finch Property, including, but not limited to, Finch for Text, FinchDB, Finch Entity Knowledge Bases, Finch DaaS, Finch Analyst, and any other Finch Products or Services (including later versions released during the term of this Agreement), are solely the property of Finch; all right, title, and interest in and to the Property and all Finch IP shall remain at all times vested in Finch. Any enhancements, modifications, or other improvements to the Products or Services or any Finch IP that it or others working on its behalf may develop during the term of this Agreement shall be the property of Finch.
7.5 If Customer believes that material located on or linked to by the Products or Services violates its copyright, Customer is encouraged to notify Finch in accordance with the Millennium Copyright Act. Finch will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a user who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Finch or others, Finch may, at its discretion, terminate or deny access to and use of the Products or Services.
8.1 Finch represents, warrants, and covenants:
8.1.1 That it is the owner of the Finch Property, Products, and the Services, or it has the right to license the Products or Services on the terms set forth herein, and has the full legal power and authority to enter into this Agreement and to fully perform all of its obligations hereunder.
8.1.2 The Finch Property, Products, and Services do not infringe the rights of any third party.
8.2 Customer represents, warrants, and covenants:
8.2.1 That it has the full legal power and authority to enter into this Agreement and to fully perform all of its obligations hereunder.
8.2.2 That its performance hereunder will comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes.
9.0 Disclaimer and Limitation of Liability.
9.1 CUSTOMER ACCEPTS THE PRODUCTS OR SERVICES “AS IS.” FINCH MAKES NO WARRANTY OF ANY KIND REGARDING THE PRODUCTS OR SERVICES AND EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTIES RIGHTS. Without limiting the generality of the foregoing, Customer acknowledges and agrees that, to the fullest extent permitted by applicable law, the entire risk and liability arising out of the use of Licensed Output or performance of the Products or Services remains with Customer, and that in no event shall Finch be liable for any damage whatsoever arising out of the use of, or inability to use, the Products or Services, even if advised of the possibility of such damages.
9.2 Finch is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the website or the API. Finch hosts both the website and the API on third-party infrastructure and is not liable for any problems (costs, damages, etc.) caused by hosting failures.
9.3 Finch has not reviewed, and cannot review, all of the material, submitted, and processed by the Products or Services, including, without limitation, the Customer Content, and cannot therefore be responsible for that material’s content, use, or effects. By operating the Products or Services, Finch does not represent or imply that it endorses the material there displayed, processed, or returned; or that it believes such material to be accurate, useful, or non-harmful.
9.4 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL FINCH BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, THE PRODUCTS OR SERVICES, OR THE TRANSACTIONS CONTEMPLATED HEREIN, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRODUCTS OR SERVICES.
9.5 Finch expressly disclaims any and all liability with regard to Customer’s access to and use of any Web Content. Finch has not entered into a licensing agreement or linking agreement with the owners of the websites that provide Web Content and makes no representation that it has the right to sublicense access to the Web Content to Customer. Customer’s use of the Web Content including any distribution or redistribution thereof is solely at its own risk. Customer will indemnify and hold Finch, its partners, its affiliates and its and their employees, officers, and directors (the “Covered Parties”) harmless from any loss or damage suffered by the Covered Parties as a result of a third party claim brought against the Covered Parties as a result of Customer’s use of Web Content.
10.1 Customer agrees to indemnify Finch and its officers, directors, employees, and agents from any claim, suit, loss, action, damage, or expense, including reasonable attorneys’ fees, arising out of any breach of Customer’s warranties hereunder.
10.2 Finch hereby agrees to indemnify and hold Customer, its affiliates, and its and their officers, directors, employees, and agents harmless from any claim, suit, loss, action, damage, or expense, including reasonable attorneys’ fees, arising out of any breach of Finch’s warranties hereunder. In addition to the foregoing, if the Products, Services, or Finch Property become or are likely to become the subject of a claim of infringement, Finch shall, at its option and expense, either (i) procure for Customer the right to continue using the Products or Services in the terms set forth herein; (ii) replace or modify the Products or Services so that they become non-infringing, or if neither (i) nor (ii) are feasible, (iii) terminate this Agreement upon notice to Customer and return any amounts paid for periods after such termination.
10.3 The party seeking indemnification hereunder shall provide prompt written notice to the indemnifying party of any claims for which such indemnification is sought, and shall reasonably cooperate (at the indemnifying party’s expense) in the defense thereof.
11 Advertising; Attribution.
Finch shall have the right to identify Customer as a consumer of the Products or Services, and Customer shall have the right to identify Finch as a service provider in any marketing, advertising, press releases, or public statements; provided, that (a) none of the terms and conditions of this Agreement are disclosed; (b) none of either Party’s trademarks or service marks are used without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; and (c) no such identification of a Party (“Identified Party”) shall make any representation by, or quote of, any representative of the Identified Party endorsing the other Party and/or its Products or Services or patronage without the prior written consent of the Identified Party, which consent shall be granted or withheld in the sole discretion of the Identified Party.
12.0 Governing Law and Other Legal Matters.
12.1 This License shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts located within the Eastern District of Virginia. To the maximum extent permitted by law, Customer hereby consents to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, nor shall the Uniform Computer Information Transactions Act (“UCITA”) apply to this transaction.
12.2 The Property is of United States origin and may be subject to United States Export Restrictions. Customer agrees to comply with all applicable international and national laws that apply to the software, including the U. S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
12.3 No delay or failure by Finch to take action under this Agreement will constitute a waiver under any provision hereunder unless expressly waived in writing, signed by a duly authorized representative of Finch; and no single waiver will constitute a continuing or subsequent waiver. This Agreement and all rights granted pursuant to its terms shall be personal to Customer and shall not be assigned, sublicensed, or transferred in whole or in part without the prior written consent of Finch. Any contrary assignment shall be null and void. If any part of this License shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this License, which shall remain in full force and effect.
12.4 This License represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior agreements between the parties, whether written or oral, regarding the subject matter hereof. This License may not be modified or amended except by an agreement in writing signed by both Customer and Finch.