Terms

This website, www.finzly.com, including all content, features, technologies, and functions (collectively, the “Site”) is provided by Finzly, Inc. (“Finzly, “we”, “us” or “our”). Finzly is a North Carolina company that exists to provide innovative banking solutions to banks and financial institutions so that they can better serve their banking customers (the “Services”).  The following Terms and Conditions (“Terms of Use”) govern your ability to use and access the Site, whether as a viewer of the Site or a user of the Services.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. THE SITE IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE SITE. BY CLICKING “I ACCEPT” OR BY OTHERWISE ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF USE AND YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO USE THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH CHILD’S USE OF THE SITE.

1. Modifications

You acknowledge and agree that we may revise these Terms of Use from time to time without notice to you. All revisions are effective upon posting. By continuing to access or use the Site, you agree to be bound by the revised Terms of Use. Finzly may terminate, suspend or restrict access to all or any part of the Site, in Finzly’s sole discretion, without notice or liability. From time to time, we may restrict access to some parts of the Site, or the entire Site to users. You should periodically review our website for the most up-to-date version of these Terms of Use.

2. Overview of the Site

The Site includes information regarding the Services offered by Finzly, including demonstrations of such Services and advertisements for such Services.  In order for you to access any of these Services for your use or use by your customers, you must enter into a separate written agreement with Finzly regarding the scope of such Services provided to you. These Terms of Use do not govern your provision of or receipt of any Services through the Site.

3. Eligibility to Use the Site

You must be at least 18-years old to use the Site. By agreeing to these Terms of Use, you represent and warrant to us that: (a) you are at least 18-years old; (b) you have not previously been suspended or removed from the Site; and (c) your use of the Site complies with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms of Use on your behalf represents and warrants that they have authority to bind you to these Terms of Use and you agree to be bound by these Terms of Use.

4. Privacy Policy

Finzly is the controller of the processing of all personal data collected through this Site.  We respect your privacy and our goal is to collect as little user information as possible while still providing a quality service to you.  Please review our Privacy Policy to better understand how we collect, protect, and use your information, as well as how we may collect and use information about your general use of the Site, which we may collect to, among other things, improve your experience and better provide products and services. Our Privacy Policy is incorporated by reference into, and may a part of, these Terms of Use.

5. Your Use of the Site

You may use the Site only for lawful purposes and in accordance with these Terms. When using this Site, you understand and agree that:

• You will only use this Site as intended, and will not use this Site in any way that violates any applicable federal, state, local or international law or regulation;
• You will not violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
• You will not disrupt, interfere, infect, or alter (or attempt to do any of the foregoing) the Site (or any security-related feature of the Site) in any way, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Site, except to the extent that the activity is expressly permitted by applicable law;
• You will not interfere with the operation of the Site or any authorized user’s use of the Site, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or by interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;
• You will not perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Site account without permission, or falsifying your age or date of birth;
• You will not sell or otherwise transfer the access granted under these Terms of Use or any right or ability to view, access, or use any content on the Site;
• You may not obstruct, remove, or otherwise alter any proprietary rights, compliance, or other notices that may be provided with the content or services on the Site;
• You will ensure all persons who access the Site through your internet connection are aware of these Terms and comply with them; and
• Finzly may, at any time and for any reason, terminate or block your access to this Site, or remove or alter the Site (or any portion thereof).

6. Intellectual Property

All intellectual property and database rights to the Site and in the materials published on it, including but not limited to all content, names, taglines, trademarks, logos, trade dress, brand identities, graphics, artwork, designs, images, audio and visual materials, text, software, and data (“Materials”) are owned by Finzly, our subsidiaries, affiliates, and/or any of our partners.  These Materials are protected by intellectual property laws around the world.  All rights are reserved to their respective owners and you may not reproduce, display, post on any other website, modify, distribute, perform, reuse, broadcast, or otherwise transmit any portion of this Site without Finzly’s written consent.

Except as expressly provided in these Terms of Use, the use of this Site does not grant you any rights, title, interest or license to any Materials you may access on this Site.  Unless otherwise specifically authorized by Finzly (by way of example only, explicit instructions such as “Click Here to Enlarge this Image”) you may not modify the paper or digital copies of any Materials you have downloaded in any way. All copying (whether in electronic, hard copy or other format) reproduction, transmission, public performance, distribution, commercial exploitation, adaptation, translation, modification, bundling, merging, sharing or making available to any person, or creation of any derivative works of the Site or the Materials is prohibited and may breach intellectual property laws and other laws worldwide.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you hereby grant Finzly an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

7. Third-Party Links

The Website may contain links to third-party websites and resources (collectively, “Linked Sites”).  These Linked Sites are provided solely as a convenience to you and not as an endorsement by Finzly of the content on such Linked Sites.  We make no representations or warranties regarding the correctness, accuracy, performance or quality of any content, software, service or application found at any Linked Site. We are not responsible for the availability of the Linked Sites or the content or activities of such sites.  If you decide to access Linked Sites, you do so at your own risk.  In addition, your use of Linked Sites is subject to any applicable policies and terms and conditions of use, including but not limited to, the Linked Site’s privacy policy.

8. Modifications

We may revise, update or otherwise modify any portion of these Terms of Use, or any policy or guideline with respect to the Site, at any time in its sole discretion.  Your continued usage of the Site after any changes to these Terms of Use will mean that you accept those changes. Any aspect of the Site may be changed, supplemented, deleted or updated without notice at the sole discretion of Finzly.  Finzly urges you to review the Terms of Use and any policies and documents incorporated in them from time to time to understand the terms and conditions that apply to your use of the Site.  These Terms of Use will always show the “last amended” date at the top.  If you do not agree with any amended Terms of Use, stop using the Site immediately. 

9. Disclaimer of Warranties.

THE SITE AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES RELATED TO THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION, AND ACCURACY OF DATA. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. WE AND OUR AFFILIATES DO NOT WARRANT THAT YOUR USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS FREE. WE ARE NOT THE PROVIDER OF AND MAKE NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY OFFERINGS. WE DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SITE OR SERVICES; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING THE SITE OR SERVICES.

NO REPRESENTATION OR WARRANTY IS MADE THAT THE SITE OR SERVICES PROVIDE COMPREHENSIVE OR ACCURATE INFORMATION. WE RESERVE THE RIGHT TO FILTER, ALTER, OR REMOVE CONTENT, MEDIA, INFORMATION, OR ANY OTHER MATERIAL FROM THE SITE OR SERVICES AND FROM THE OUTPUT OF THE SITE OR SERVICES. YOU UNDERSTAND THAT WE HAVE DEVELOPED OUR TECHNOLOGIES TO FIND INFORMATION THAT WE BELIEVE WILL BE MOST RELEVANT AND INTERESTING TO YOU. ACCORDINGLY, WE MAY IN OUR DISCRETION FILTER OUT LINKS TO CONTENT AGGREGATORS. SEARCH ENGINES OR OTHER ONLINE SERVICES WHOSE TECHNOLOGIES AND SERVICES, IN OUR OPINION, ARE INCONSISTENT WITH THESE OBJECTIVES.

10. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL: (A) FINZLY, ITS AFFILIATES OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, ASSIGNS, AND OTHER PERSONNEL (COLLECTIVELY, “FINZLY PARTIES”), BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES INCURRED BY YOU, UNDER ANY THEORY OF LIABILITY AND HOWEVER IT MAY BE CAUSED, EVEN IF FORESEEABLE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL OR REPUTATIONAL HARM, DATA LOSS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY MATERIALS OR OTHER CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES; AND (B) THE AGGREGATE LIABILITY OF THE FINZLY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. THIS LIMITATION INCLUDES, BUT IS NOT LIMITED TO, ANY DAMAGE OR HARM CAUSED BY INACCURACY OF THE DATA OR SERVICES PROVIDED (OR YOUR RELIANCE ON SUCH DATA OR SERVICES), CHANGES TO THE SITE, PERMANENT REMOVAL OF CONTENT FROM THE SITE (INCLUDING USER-PROVIDED CONTENT), OR BREACHES OF THESE TERMS BY YOU. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. Indemnification

To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend, indemnify and hold harmless any Finzly Party from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

12. Dispute Resolution

If you have any dispute with Finzly in relation to these Terms of Use, you must: (a) notify Finzly of the dispute by emailing a description of the dispute to info@finzly.com (the “Dispute Notice”); and (b) cooperate with Finzly or its authorized representative to resolve the dispute. Within fifteen (15) days of Finzly receiving your Dispute Notice, you and Finzly each agree to attempt to resolve the dispute by negotiation.

If the dispute is not satisfactorily resolved by negotiation between you and Finzly after the 15-day period (or, where both you and Finzly agree to a longer period, that longer period), the dispute will be referred to and resolved by binding arbitration. Such arbitration will be settled under the Federal Arbitration Act and administered: (i) by a single arbitrator of the American Arbitration Association (“AAA”) that is mutually agreed upon by you and Finzly (or if such agreement cannot be reached, an arbitrator appointed by the AAA); (ii) in accordance with the AAA Commercial Arbitration Rules in force at the time; and (iii) in Charlotte, North Carolina. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. Judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FINZLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.

During resolution of any dispute in accordance with this Section, these Terms of Use will remain in full force and effect. Neither you nor Finzly may commence any court proceedings without first complying with this Section. However, nothing in this Section denies Finzly the right to seek injunctive relief in a court of law in relation to any dispute arising under these Terms of Use.

If this Section is found to be unenforceable, then the entirety of this Section will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 13 will govern any action arising out

13. Miscellaneous

Governing Law and Venue. These Terms of Use and your use of this Site are subject by the laws of the State of North Carolina without regard to its conflict of laws provisions. You and Finzly submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Charlotte, North Carolina for resolution of any lawsuit or court proceeding permitted under these Terms of Use. Although you may access this Site in other states or countries, your use of this Site still subjects you to the exclusive jurisdiction of these courts.

International Use. The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited. These Terms of Use may be provided to you in a language other than English for your convenience, but only the English-language version of the Terms of Use will govern your use of the Site.

Assignment. You may not assign or transfer these Terms of Use or your rights or obligations under these Terms of Use, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms of Use at any time without notice or consent.

Notices and Communications. Finzly may occasionally provide you notices about changes to this Site, including the services and content provided in it. Such notices may be provided via email or through the Site. We may also send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact Information. The Site is offered by Finzly, Inc., headquartered at 10130 Perimeter Parkway, Suite 200, Charlotte, North Carolina 28216. You may contact us by emailing us at info@finzly.com.

No Waiver. You also understand and agree no waiver of by Finzly of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Finzly or any Finzly Parties to enforce their rights under these Terms of Use or at law will not be considered a waiver of such rights.

Severability. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies or a separate written agreement.

Entire Agreement. These Terms of Use constitute the entire agreement between you and Finzly regarding your access and use of the Site and supersede any previous terms, conditions, or agreements of the parties regarding your use of the Site. These Terms of Use may only be modified, changed, or amended by a written agreement signed by an authorized representative from both Finzly and you.