Updated section:\u00a0<\/strong><\/em>Google API Services User Data Policy Compliance<\/h3>\nThese Customer Terms of Service (the \u201cCustomer Terms<\/strong>\u201d) describe your rights and responsibilities when using our online workplace productivity tools and platform (the \u201cServices<\/strong>\u201d). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a workspace set up by a Customer, the\u00a0User Terms of Service<\/a>\u00a0(the \u201cUser Terms<\/strong>\u201d) govern your access and use of the Services. We are grateful you\u2019re here.<\/p>\n<\/div>\n<\/div>\n\n\nFirst Things First<\/h2>\nThese \u201cCustomer Terms\u201d Form a Part of a Binding \u201cContract\u201d<\/h3>\n
These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding \u201cContract<\/strong>\u201d between Customer and us. If any terms in the\u00a0Customer Specific Supplement<\/a>\u00a0apply to Customer those terms are also incorporated herein by reference and form part of the Contract. \u201cWe,\u201d \u201cour\u201d and \u201cus\u201d refers to the applicable Fiskl entity in the section entitled \u201cWhich Fiskl Entity is Customer Contracting With?\u201d below.<\/p>\nYour Agreement On Behalf of \u201cCustomer\u201d<\/h3>\n
If you purchase subscription(s), create a workspace (i.e., a digital space where a group of users may access the Services, as further described in our\u00a0Knowledge Base<\/strong><\/a>\u00a0pages), invite users to that workspace, or use or allow use of that workspace after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.<\/p>\n<\/div>\n<\/div>\n\n\nCustomer Choices and Instructions<\/h2>\nWho is \u201cCustomer\u201d?<\/h3>\n
\u201cCustomer\u201d is the organization that you represent in agreeing to the Contract. If your workspace is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the workspace. For example, if you signed up using a personal email address and invited a couple of friends to work on a new start-up idea but haven\u2019t formed a company yet, you are the Customer.<\/p>\n
Signing Up Using a Corporate Email Domain<\/h3>\n
If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your workspace (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.<\/p>\n
What This Means for Customer\u2014and for Us<\/h3>\n
Individuals authorized by Customer to access the Services (an \u201cAuthorized User<\/strong>\u201d) may submit content or information to the Services, such as messages or files (\u201cCustomer Data<\/strong>\u201d), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or de-provision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the\u00a0Knowledge Base\u00a0pages for more information about these choices and instructions.<\/p>\nCustomer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.<\/p>\n
Ordering Subscriptions<\/h3>\n
A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface. Please see the\u00a0Knowledge Base<\/a>\u00a0for more information on procuring subscriptions and inviting new Authorized Users. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services \u201ccheck-out\u201d interface. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. Check out our\u00a0Knowledge Base<\/a>\u00a0pages for additional information on setting up a workspace, inviting Authorised Users and assigning roles.<\/p>\nLegal compliance<\/h3>\n
You represent and warrant that (i) you are not located in a country that is subject to a United Kingdom or U.S. Government embargo, or that has been designated by the UN, United Kingdom or U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any United Kingdom or U.S. Government list of prohibited or restricted parties. List of currently restricted countries are:\u00a0Afghanistan, Belarus, Burundi, Central African Republic, Chad, Congo, Democratic Republic of the Congo, Cuba, Regions of Ukraine: Crimea, Donetsk and Luhansk, Eritrea, Iran, Iraq, Democratic People\u2019s Republic of Korea, Libya, Myanmar, Somalia, Republic of South Sudan, Russia, Sudan, Syria, Yemen, Venezuela.<\/p>\n
Banking Account Information Services<\/h3>\n
In order to enable access to information on Users\u2019 financial accounts and related data enrichment services, Fiskl has partnered with a trusted third party, Salt Edge Limited (hereinafter \u201cSalt Edge\u201d). Salt Edge is an account information service provider registered in the United Kingdom, FCA reference number 822499, registered address: 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, United Kingdom. Account information services are provided by Salt Edge in accordance with its\u00a0Terms of\u00a0Service<\/a>\u00a0and\u00a0Privacy Policy<\/a>, which are incorporated by reference into these Terms. Specifically, for institutions that require compliance with PSD2 regulations, Fiskl partners with Salt Edge Limited. By using the account information services as part of the Fiskl Services, User agrees to be bound by Salt Edge\u2019s Terms of Service and Privacy Policy.<\/p>\nThe third party requires the information that you provide when you connect accounts through the\u00a0account information services, including the details of the financial institutions that you deal with and your financial user id\u2019s and passwords, in order to provide the\u00a0account information services. By providing the requested information and connecting an account, you consent to the disclosure of such information to the third party and the use of such information by the third party as necessary to provide the\u00a0account information services.<\/p>\n
You agree to follow the third party\u2019s standard operating procedures, including without limitation security procedures, with respect to your use of the\u00a0account information services.<\/p>\n
You agree to hold harmless and release Fiskl Limited from any liability relating to your use of such account information services. You represent and warrant that you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.<\/p>\n
Google API Services User Data Policy Compliance<\/h3>\n
When utilizing Google APIs within Fiskl, customers acknowledge and agree that the use and transfer of information received from Google APIs will adhere strictly to the Google API Services User Data Policy, including full compliance with Google\u2019s Limited Use requirements. Fiskl hereby attests that it will not use or transfer to any other app the information received from Google APIs for any purpose that is not permitted under the Google API Services User Data Policy.<\/p>\n
Furthermore, Fiskl assures customers that any data obtained through OAuth-sensitive scopes is not shared with any third party. For Artificial Intelligence (AI) functionalities, Fiskl does not share any user data obtained through the Services with third-party AI models. Instead, Fiskl employs its own Vector Database and utilizes Retrieval-Augmented Generation (RAG) for AI queries on sensitive data. RAG enhances Fiskl\u2019s AI capabilities by referencing authoritative knowledge bases without transmitting sensitive user data externally.<\/p>\n
By using Fiskl\u2019s Services, you acknowledge and agree to this Google API Services User Data Policy Compliance clause. For more information, please refer to the Google API Services User Data Policy:\u00a0https:\/\/developers.google.com\/terms\/api-services-user-data-policy<\/a>.<\/p>\nPurchasing Decisions<\/h3>\n
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.<\/p>\n
Choosing to be a Beta Tester<\/h3>\n
Occasionally, we look for beta testers to help us test our new features. These features will be identified as \u201cbeta\u201d or \u201cpre-release,\u201d or words or phrases with similar meanings (each, a \u201cBeta Product<\/strong>\u201d). Beta Products may not be ready for prime time so they are made available \u201cas is,\u201d and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.<\/p>\nFeedback is Welcome<\/h3>\n
The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.<\/p>\n
Non-Fiskl Products<\/h3>\n
Our Services include integrations with third parties\u2019 applications and software that complement Customer\u2019s use of the Services (each, a \u201cNon-Fiskl Product<\/strong>\u201d). THESE ARE NOT OUR SERVICES, SO WE DO NOT WARRANT OR SUPPORT NON-FISKL PRODUCTS, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-FISKL PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.<\/p>\nIf a Non-Fiskl Product is enabled for Customer\u2019s workspace, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-Fiskl Product. Check out our\u00a0Knowledge Base<\/a>\u00a0pages for more information.<\/p>\nPrivacy Policy<\/h3>\n
Please review our\u00a0Privacy Policy<\/a>\u00a0for more information on how we collect and use data relating to the use and performance of our websites and products.<\/p>\n<\/div>\n<\/div>\n\n\nPayment Obligations<\/h2>\nPayment Terms<\/h3>\n
For Customers that purchase our Services, fees are specified at the Services interface \u201ccheck-out\u201d and in the Order Form(s) \u2014 and must be paid in advance. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Check out our\u00a0Knowledge Base<\/a>\u00a0pages for more information about payment options. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, \u201cTaxes<\/strong>\u201d). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.<\/p>\nDowngrade for Non-Payment<\/h3>\n
If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days\u2019 prior notice that its account is overdue. Notwithstanding the second paragraph of the \u201cProviding the Services\u201d section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data, as illustrated by comparing the plans in the\u00a0Pricing Guide<\/a>.<\/p>\nNo refunds<\/b><\/h3>\n
No refund is due to you if you terminate your subscription, if you fail to cancel your subscription prior to its renewal or if Fiskl terminates it in accordance with the agreement terms.<\/p>\n<\/div>\n<\/div>\n
\n\nOur Responsibilities<\/h2>\nProviding the Services<\/h3>\n
Customer isn\u2019t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer\u2019s prior written instructions; provided, however, that \u201cprior written instructions\u201d will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.<\/p>\n
Be assured that (a) the Services will perform materially in accordance with our then-current\u00a0Knowledge Base<\/u><\/a>\u00a0pages; and (b) subject to the \u201cNon-Fiskl Products\u201d and \u201cDowngrade for Non-Payment\u201d sections, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer\u2019s exclusive remedies are those described in the sections titled \u201cTermination for Cause\u201d and \u201cEffect of Termination\u201d.<\/p>\nKeeping the Services Available<\/h3>\n
For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide Customer with advance notice (e.g., through the Services), if we think it may exceed thirty (30) continuous minutes.<\/p>\n
Protecting Customer Data<\/h3>\n
The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards, including measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer\u2019s or its representatives\u2019 or agents\u2019 possession or control or when Customer chooses to use unencrypted gateways to connect to the Services. We are not responsible for what Customer\u2019s Authorized Users or Non-Fiskl Products do with Customer Data. That is Customer\u2019s responsibility.<\/p>\n
Artificial Intelligence (AI) and Customer Data<\/h3>\n
Fiskl is committed to the responsible and ethical use of Artificial Intelligence (AI) technologies within its Services. We understand the importance of protecting customer data and ensuring transparency in how such data is utilized in conjunction with AI functionalities.<\/p>\n
Customer Data Usage in AI<\/h3>\n
Fiskl does not share any customer data obtained through the Services with third-party AI models or providers. All AI functionalities within the Fiskl platform are carried out using our proprietary AI systems, which are designed to prioritize data privacy and security.<\/p>\n
Retrieval-Augmented Generation (RAG) for AI Queries<\/h3>\n
For AI-based queries and functionalities that involve sensitive customer data, Fiskl employs a technique called Retrieval-Augmented Generation (RAG). RAG enables our AI systems to reference authoritative knowledge bases and generate responses without the need to transmit sensitive customer data to any external AI models or providers.<\/p>\n
Transparency and Customer Consent<\/h3>\n
Fiskl is committed to maintaining transparency regarding the use of customer data in AI functionalities. We will provide clear information to users about how their data may be used in conjunction with AI technologies within the Fiskl platform. Where required by applicable laws and regulations, we will obtain explicit user consent before using customer data for AI purposes.<\/p>\n
Compliance with AI Regulations<\/h3>\n
Fiskl closely monitors the development of AI regulations and best practices across jurisdictions in which we operate. We are committed to aligning our AI practices with the latest regulatory requirements and industry standards to ensure the responsible and ethical use of AI technologies.<\/p>\n
Data Retention and Deletion<\/h3>\n
Customer data used for AI functionalities within Fiskl will be retained only for as long as necessary to fulfill the specified purposes. Users have the right to request the deletion of their data, and Fiskl will promptly honor such requests in accordance with applicable laws and regulations.<\/p>\n
By using Fiskl\u2019s Services, you acknowledge and agree to the terms outlined in this Artificial Intelligence (AI) and Customer Data section. If you have any questions or concerns regarding the use of AI technologies within Fiskl, please contact our privacy team at\u00a0privacy@fiskl.com<\/a>.<\/p>\nThe Fiskl Extended Family<\/h3>\n
We may leverage our employees, those of our corporate affiliates and third party contractors (the \u201cFiskl Extended Family<\/strong>\u201d) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Fiskl Extended Family\u2019s compliance with our obligations under the Contract.<\/p>\n<\/div>\n<\/div>\n\n\nOwnership and Proprietary Rights<\/h2>\nWhat\u2019s Yours is Yours\u2026<\/h3>\n
As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Fiskl Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-Fiskl Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.<\/p>\n
And What\u2019s Ours is Ours<\/h3>\n
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.<\/p>\n<\/div>\n<\/div>\n
\n\nTerm and Termination<\/h2>\nContract Term<\/h3>\n
As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.<\/p>\n
Auto-Renewal<\/h3>\n
Unless there is a separate agreement, (a) all subscriptions automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing. Automatic subscription renewal will be canceled if the Customer cancels the subscription from within the platform or downgrades their account to a Free account before the end of the renewal term.<\/p>\n
Termination for Cause<\/h3>\n
We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.<\/p>\n
Termination Without Cause<\/h3>\n
Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer\u2019s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.<\/p>\n
Effect of Termination<\/h3>\n
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.<\/p>\n
Data Portability and Deletion<\/h3>\n
We are custodians of Customer Data. During the term of a workspace\u2019s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a workspace\u2019s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.<\/p>\n<\/div>\n<\/div>\n
\n\nRepresentations Disclaimer of Warranties<\/h2>\n
Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.<\/p>\n
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN \u201cAS IS\u201d AND \u201cAS AVAILABLE\u201d BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.<\/p>\n<\/div>\n<\/div>\n
\n\nLimitation of Liability<\/h2>\n
OTHER THAN IN CONNECTION WITH A PARTY\u2019S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER\u2019S OR THE FISKL EXTENDED FAMILY\u2019S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER\u2019S PAYMENT OBLIGATIONS UNDER THE \u201cPAYMENT TERMS\u201d SECTION ABOVE.<\/p>\n
IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE FISKL EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.<\/p>\n
Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.<\/p>\n
The limitations under this \u201cLimitation of Liability\u201d section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this \u201cLimitation of Liability\u201d section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.<\/p>\n
Our Indemnification of Customer<\/p>\n
We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party\u2019s intellectual property rights (a \u201cClaim Against Customer<\/strong>\u201d), and will indemnify Customer for all reasonable attorney\u2019s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-Fiskl Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting our defence and settlement of such matter. This section states our sole liability with respect to, and Customer\u2019s exclusive remedy against us and the Fiskl Extended Family for, any Claim Against Customer.<\/p>\nCustomer\u2019s Indemnification of Us<\/p>\n
Customer will defend Fiskl and the members of the Fiskl Extended Family (collectively, the \u201cFiskl Indemnified Parties\u201d<\/strong>) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer\u2019s or any of its Authorized Users\u2019 violation of the Contract or the User Terms (a \u201cClaim Against Us\u201d<\/strong>), and will indemnify the Fiskl Indemnified Parties for all reasonable attorney\u2019s fees incurred and damages and other costs finally awarded against a Fiskl Indemnified Party in connection with or as a result of, and for amounts paid by a Fiskl Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting Customer\u2019s defence and settlement of such matter. This section states your sole liability with respect to, and the Fiskl Indemnified Parties\u2019 exclusive remedy against Customer for, any Claim Against Us.<\/p>\nLimitations on Indemnifications<\/p>\n
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.<\/p>\n<\/div>\n<\/div>\n
\n\nConfidentiality<\/h2>\nConfidential Information<\/h3>\n
Each party (\u201cDisclosing Party<\/strong>\u201d) may disclose \u201cConfidential Information<\/strong>\u201d to the other party (\u201cReceiving Party<\/strong>\u201d) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labelled \u201cConfidential,\u201d that\u2019s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.<\/p>\nProtection and Use of Confidential Information<\/h3>\n
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.<\/p>\n
Compelled Access or Disclosure<\/h3>\n
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party\u2019s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party\u2019s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.<\/p>\n<\/div>\n<\/div>\n
\n\nSurvival<\/h2>\n
The sections titled \u201cFeedback is Welcome,\u201d \u201cNon-Fiskl Products,\u201d \u201cOur Removal Rights,\u201d \u201cA Condition of Use,\u201d \u201cPayment Terms,\u201d \u201cThe Fiskl Extended Family,\u201d \u201cWhat\u2019s Yours is Yours \u2026,\u201d \u201cAnd What\u2019s Ours is Ours,\u201d \u201cEffect of Termination,\u201d \u201cData Portability and Deletion,\u201d \u201cRepresentations; Disclaimer of Warranties,\u201d \u201cLimitation of Liability,\u201d \u201cOur Indemnification of Customer,\u201d \u201cCustomer\u2019s Indemnification of Us,\u201d \u201cLimitations on Indemnifications,\u201d \u201cConfidentiality\u201d and \u201cSurvival,\u201d as well as all of the provisions under the general heading \u201cGeneral Provisions,\u201d will survive any termination or expiration of the Contract.<\/p>\n<\/div>\n<\/div>\n
\n\nGeneral Provisions<\/h2>\nPublicity<\/h3>\n
Customer grants us the right to use Customer\u2019s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer\u2019s standard trademark usage guidelines as provided to us from time-to-time. We don\u2019t want to list customers who don\u2019t want to be listed, so Customer may send us an email to\u00a0feedback@fiskl.com<\/a>\u00a0stating that it does not wish to be used as a reference.<\/p>\nForce Majeure<\/h3>\n
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.<\/p>\n
Relationship of the Parties; No Third Party Beneficiaries<\/h3>\n
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.<\/p>\n
Email and Fiskl Messages<\/h3>\n
Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., an application notification). Notices to Fiskl will be sent to\u00a0feedback@fiskl.com<\/a>, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to\u00a0legal@fiskl.com<\/a>. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.<\/p>\nModifications<\/h3>\n
As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer\u2019s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer\u2019s acceptance of any revised terms and conditions.<\/p>\n
Waiver<\/h3>\n
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.<\/p>\n
Severability<\/h3>\n
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.<\/p>\n
Assignment<\/h3>\n
Except with respect to the Fiskl Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Fiskl of any changes. Any purported assignment in violation of this section is void. A party\u2019s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party\u2019s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.<\/p>\n
Which Fiskl Entity is Customer Contracting With?<\/h3>\n
The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law of England and Wales, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts.\u00a0Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract.\u00a0<\/strong>In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney\u2019s fees.<\/p>\nEntire Agreement<\/h3>\n
The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the\u00a0Customer Specific Supplement<\/a>\u00a0that apply to Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.<\/p>\n<\/div>\n<\/div>\n","protected":false},"parent":0,"template":"","format":"standard","class_list":["post-1348","legal","type-legal","status-publish","format-standard","hentry"],"aioseo_notices":[],"_links":{"self":[{"href":"https:\/\/fiskl.com\/x-api\/wp\/v2\/legal\/1348","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/fiskl.com\/x-api\/wp\/v2\/legal"}],"about":[{"href":"https:\/\/fiskl.com\/x-api\/wp\/v2\/types\/legal"}],"wp:attachment":[{"href":"https:\/\/fiskl.com\/x-api\/wp\/v2\/media?parent=1348"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
First Things First<\/h2>\nThese \u201cCustomer Terms\u201d Form a Part of a Binding \u201cContract\u201d<\/h3>\n
These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding \u201cContract<\/strong>\u201d between Customer and us. If any terms in the\u00a0Customer Specific Supplement<\/a>\u00a0apply to Customer those terms are also incorporated herein by reference and form part of the Contract. \u201cWe,\u201d \u201cour\u201d and \u201cus\u201d refers to the applicable Fiskl entity in the section entitled \u201cWhich Fiskl Entity is Customer Contracting With?\u201d below.<\/p>\n If you purchase subscription(s), create a workspace (i.e., a digital space where a group of users may access the Services, as further described in our\u00a0Knowledge Base<\/strong><\/a>\u00a0pages), invite users to that workspace, or use or allow use of that workspace after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.<\/p>\n<\/div>\n<\/div>\n \u201cCustomer\u201d is the organization that you represent in agreeing to the Contract. If your workspace is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the workspace. For example, if you signed up using a personal email address and invited a couple of friends to work on a new start-up idea but haven\u2019t formed a company yet, you are the Customer.<\/p>\n If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your workspace (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.<\/p>\n Individuals authorized by Customer to access the Services (an \u201cAuthorized User<\/strong>\u201d) may submit content or information to the Services, such as messages or files (\u201cCustomer Data<\/strong>\u201d), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or de-provision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the\u00a0Knowledge Base\u00a0pages for more information about these choices and instructions.<\/p>\n Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.<\/p>\n A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface. Please see the\u00a0Knowledge Base<\/a>\u00a0for more information on procuring subscriptions and inviting new Authorized Users. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services \u201ccheck-out\u201d interface. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. Check out our\u00a0Knowledge Base<\/a>\u00a0pages for additional information on setting up a workspace, inviting Authorised Users and assigning roles.<\/p>\n You represent and warrant that (i) you are not located in a country that is subject to a United Kingdom or U.S. Government embargo, or that has been designated by the UN, United Kingdom or U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any United Kingdom or U.S. Government list of prohibited or restricted parties. List of currently restricted countries are:\u00a0Afghanistan, Belarus, Burundi, Central African Republic, Chad, Congo, Democratic Republic of the Congo, Cuba, Regions of Ukraine: Crimea, Donetsk and Luhansk, Eritrea, Iran, Iraq, Democratic People\u2019s Republic of Korea, Libya, Myanmar, Somalia, Republic of South Sudan, Russia, Sudan, Syria, Yemen, Venezuela.<\/p>\n In order to enable access to information on Users\u2019 financial accounts and related data enrichment services, Fiskl has partnered with a trusted third party, Salt Edge Limited (hereinafter \u201cSalt Edge\u201d). Salt Edge is an account information service provider registered in the United Kingdom, FCA reference number 822499, registered address: 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, United Kingdom. Account information services are provided by Salt Edge in accordance with its\u00a0Terms of\u00a0Service<\/a>\u00a0and\u00a0Privacy Policy<\/a>, which are incorporated by reference into these Terms. Specifically, for institutions that require compliance with PSD2 regulations, Fiskl partners with Salt Edge Limited. By using the account information services as part of the Fiskl Services, User agrees to be bound by Salt Edge\u2019s Terms of Service and Privacy Policy.<\/p>\n The third party requires the information that you provide when you connect accounts through the\u00a0account information services, including the details of the financial institutions that you deal with and your financial user id\u2019s and passwords, in order to provide the\u00a0account information services. By providing the requested information and connecting an account, you consent to the disclosure of such information to the third party and the use of such information by the third party as necessary to provide the\u00a0account information services.<\/p>\n You agree to follow the third party\u2019s standard operating procedures, including without limitation security procedures, with respect to your use of the\u00a0account information services.<\/p>\n You agree to hold harmless and release Fiskl Limited from any liability relating to your use of such account information services. You represent and warrant that you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.<\/p>\n When utilizing Google APIs within Fiskl, customers acknowledge and agree that the use and transfer of information received from Google APIs will adhere strictly to the Google API Services User Data Policy, including full compliance with Google\u2019s Limited Use requirements. Fiskl hereby attests that it will not use or transfer to any other app the information received from Google APIs for any purpose that is not permitted under the Google API Services User Data Policy.<\/p>\n Furthermore, Fiskl assures customers that any data obtained through OAuth-sensitive scopes is not shared with any third party. For Artificial Intelligence (AI) functionalities, Fiskl does not share any user data obtained through the Services with third-party AI models. Instead, Fiskl employs its own Vector Database and utilizes Retrieval-Augmented Generation (RAG) for AI queries on sensitive data. RAG enhances Fiskl\u2019s AI capabilities by referencing authoritative knowledge bases without transmitting sensitive user data externally.<\/p>\n By using Fiskl\u2019s Services, you acknowledge and agree to this Google API Services User Data Policy Compliance clause. For more information, please refer to the Google API Services User Data Policy:\u00a0https:\/\/developers.google.com\/terms\/api-services-user-data-policy<\/a>.<\/p>\n We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.<\/p>\n Occasionally, we look for beta testers to help us test our new features. These features will be identified as \u201cbeta\u201d or \u201cpre-release,\u201d or words or phrases with similar meanings (each, a \u201cBeta Product<\/strong>\u201d). Beta Products may not be ready for prime time so they are made available \u201cas is,\u201d and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.<\/p>\n The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.<\/p>\n Our Services include integrations with third parties\u2019 applications and software that complement Customer\u2019s use of the Services (each, a \u201cNon-Fiskl Product<\/strong>\u201d). THESE ARE NOT OUR SERVICES, SO WE DO NOT WARRANT OR SUPPORT NON-FISKL PRODUCTS, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-FISKL PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.<\/p>\n If a Non-Fiskl Product is enabled for Customer\u2019s workspace, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-Fiskl Product. Check out our\u00a0Knowledge Base<\/a>\u00a0pages for more information.<\/p>\n Please review our\u00a0Privacy Policy<\/a>\u00a0for more information on how we collect and use data relating to the use and performance of our websites and products.<\/p>\n<\/div>\n<\/div>\n For Customers that purchase our Services, fees are specified at the Services interface \u201ccheck-out\u201d and in the Order Form(s) \u2014 and must be paid in advance. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Check out our\u00a0Knowledge Base<\/a>\u00a0pages for more information about payment options. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, \u201cTaxes<\/strong>\u201d). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.<\/p>\n If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days\u2019 prior notice that its account is overdue. Notwithstanding the second paragraph of the \u201cProviding the Services\u201d section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data, as illustrated by comparing the plans in the\u00a0Pricing Guide<\/a>.<\/p>\n No refund is due to you if you terminate your subscription, if you fail to cancel your subscription prior to its renewal or if Fiskl terminates it in accordance with the agreement terms.<\/p>\n<\/div>\n<\/div>\n Customer isn\u2019t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer\u2019s prior written instructions; provided, however, that \u201cprior written instructions\u201d will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.<\/p>\n Be assured that (a) the Services will perform materially in accordance with our then-current\u00a0Knowledge Base<\/u><\/a>\u00a0pages; and (b) subject to the \u201cNon-Fiskl Products\u201d and \u201cDowngrade for Non-Payment\u201d sections, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer\u2019s exclusive remedies are those described in the sections titled \u201cTermination for Cause\u201d and \u201cEffect of Termination\u201d.<\/p>\n For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide Customer with advance notice (e.g., through the Services), if we think it may exceed thirty (30) continuous minutes.<\/p>\n The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards, including measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer\u2019s or its representatives\u2019 or agents\u2019 possession or control or when Customer chooses to use unencrypted gateways to connect to the Services. We are not responsible for what Customer\u2019s Authorized Users or Non-Fiskl Products do with Customer Data. That is Customer\u2019s responsibility.<\/p>\n Fiskl is committed to the responsible and ethical use of Artificial Intelligence (AI) technologies within its Services. We understand the importance of protecting customer data and ensuring transparency in how such data is utilized in conjunction with AI functionalities.<\/p>\n Fiskl does not share any customer data obtained through the Services with third-party AI models or providers. All AI functionalities within the Fiskl platform are carried out using our proprietary AI systems, which are designed to prioritize data privacy and security.<\/p>\n For AI-based queries and functionalities that involve sensitive customer data, Fiskl employs a technique called Retrieval-Augmented Generation (RAG). RAG enables our AI systems to reference authoritative knowledge bases and generate responses without the need to transmit sensitive customer data to any external AI models or providers.<\/p>\n Fiskl is committed to maintaining transparency regarding the use of customer data in AI functionalities. We will provide clear information to users about how their data may be used in conjunction with AI technologies within the Fiskl platform. Where required by applicable laws and regulations, we will obtain explicit user consent before using customer data for AI purposes.<\/p>\n Fiskl closely monitors the development of AI regulations and best practices across jurisdictions in which we operate. We are committed to aligning our AI practices with the latest regulatory requirements and industry standards to ensure the responsible and ethical use of AI technologies.<\/p>\n Customer data used for AI functionalities within Fiskl will be retained only for as long as necessary to fulfill the specified purposes. Users have the right to request the deletion of their data, and Fiskl will promptly honor such requests in accordance with applicable laws and regulations.<\/p>\n By using Fiskl\u2019s Services, you acknowledge and agree to the terms outlined in this Artificial Intelligence (AI) and Customer Data section. If you have any questions or concerns regarding the use of AI technologies within Fiskl, please contact our privacy team at\u00a0privacy@fiskl.com<\/a>.<\/p>\n We may leverage our employees, those of our corporate affiliates and third party contractors (the \u201cFiskl Extended Family<\/strong>\u201d) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Fiskl Extended Family\u2019s compliance with our obligations under the Contract.<\/p>\n<\/div>\n<\/div>\n As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Fiskl Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-Fiskl Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.<\/p>\n We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.<\/p>\n<\/div>\n<\/div>\n As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.<\/p>\n Unless there is a separate agreement, (a) all subscriptions automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing. Automatic subscription renewal will be canceled if the Customer cancels the subscription from within the platform or downgrades their account to a Free account before the end of the renewal term.<\/p>\n We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.<\/p>\n Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer\u2019s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.<\/p>\n Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.<\/p>\n We are custodians of Customer Data. During the term of a workspace\u2019s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a workspace\u2019s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.<\/p>\n<\/div>\n<\/div>\n Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.<\/p>\n EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN \u201cAS IS\u201d AND \u201cAS AVAILABLE\u201d BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.<\/p>\n<\/div>\n<\/div>\n OTHER THAN IN CONNECTION WITH A PARTY\u2019S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER\u2019S OR THE FISKL EXTENDED FAMILY\u2019S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER\u2019S PAYMENT OBLIGATIONS UNDER THE \u201cPAYMENT TERMS\u201d SECTION ABOVE.<\/p>\n IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE FISKL EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.<\/p>\n Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.<\/p>\n The limitations under this \u201cLimitation of Liability\u201d section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this \u201cLimitation of Liability\u201d section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.<\/p>\n Our Indemnification of Customer<\/p>\n We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party\u2019s intellectual property rights (a \u201cClaim Against Customer<\/strong>\u201d), and will indemnify Customer for all reasonable attorney\u2019s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-Fiskl Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting our defence and settlement of such matter. This section states our sole liability with respect to, and Customer\u2019s exclusive remedy against us and the Fiskl Extended Family for, any Claim Against Customer.<\/p>\n Customer\u2019s Indemnification of Us<\/p>\n Customer will defend Fiskl and the members of the Fiskl Extended Family (collectively, the \u201cFiskl Indemnified Parties\u201d<\/strong>) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer\u2019s or any of its Authorized Users\u2019 violation of the Contract or the User Terms (a \u201cClaim Against Us\u201d<\/strong>), and will indemnify the Fiskl Indemnified Parties for all reasonable attorney\u2019s fees incurred and damages and other costs finally awarded against a Fiskl Indemnified Party in connection with or as a result of, and for amounts paid by a Fiskl Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting Customer\u2019s defence and settlement of such matter. This section states your sole liability with respect to, and the Fiskl Indemnified Parties\u2019 exclusive remedy against Customer for, any Claim Against Us.<\/p>\n Limitations on Indemnifications<\/p>\n Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.<\/p>\n<\/div>\n<\/div>\n Each party (\u201cDisclosing Party<\/strong>\u201d) may disclose \u201cConfidential Information<\/strong>\u201d to the other party (\u201cReceiving Party<\/strong>\u201d) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labelled \u201cConfidential,\u201d that\u2019s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.<\/p>\n The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.<\/p>\n The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party\u2019s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party\u2019s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.<\/p>\n<\/div>\n<\/div>\n The sections titled \u201cFeedback is Welcome,\u201d \u201cNon-Fiskl Products,\u201d \u201cOur Removal Rights,\u201d \u201cA Condition of Use,\u201d \u201cPayment Terms,\u201d \u201cThe Fiskl Extended Family,\u201d \u201cWhat\u2019s Yours is Yours \u2026,\u201d \u201cAnd What\u2019s Ours is Ours,\u201d \u201cEffect of Termination,\u201d \u201cData Portability and Deletion,\u201d \u201cRepresentations; Disclaimer of Warranties,\u201d \u201cLimitation of Liability,\u201d \u201cOur Indemnification of Customer,\u201d \u201cCustomer\u2019s Indemnification of Us,\u201d \u201cLimitations on Indemnifications,\u201d \u201cConfidentiality\u201d and \u201cSurvival,\u201d as well as all of the provisions under the general heading \u201cGeneral Provisions,\u201d will survive any termination or expiration of the Contract.<\/p>\n<\/div>\n<\/div>\n Customer grants us the right to use Customer\u2019s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer\u2019s standard trademark usage guidelines as provided to us from time-to-time. We don\u2019t want to list customers who don\u2019t want to be listed, so Customer may send us an email to\u00a0feedback@fiskl.com<\/a>\u00a0stating that it does not wish to be used as a reference.<\/p>\n Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.<\/p>\n The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.<\/p>\n Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., an application notification). Notices to Fiskl will be sent to\u00a0feedback@fiskl.com<\/a>, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to\u00a0legal@fiskl.com<\/a>. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.<\/p>\n As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer\u2019s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer\u2019s acceptance of any revised terms and conditions.<\/p>\n No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.<\/p>\n The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.<\/p>\n Except with respect to the Fiskl Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Fiskl of any changes. Any purported assignment in violation of this section is void. A party\u2019s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party\u2019s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.<\/p>\n The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law of England and Wales, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts.\u00a0Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract.\u00a0<\/strong>In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney\u2019s fees.<\/p>\n The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the\u00a0Customer Specific Supplement<\/a>\u00a0that apply to Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.<\/p>\n<\/div>\n<\/div>\n","protected":false},"parent":0,"template":"","format":"standard","class_list":["post-1348","legal","type-legal","status-publish","format-standard","hentry"],"aioseo_notices":[],"_links":{"self":[{"href":"https:\/\/fiskl.com\/x-api\/wp\/v2\/legal\/1348","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/fiskl.com\/x-api\/wp\/v2\/legal"}],"about":[{"href":"https:\/\/fiskl.com\/x-api\/wp\/v2\/types\/legal"}],"wp:attachment":[{"href":"https:\/\/fiskl.com\/x-api\/wp\/v2\/media?parent=1348"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}Your Agreement On Behalf of \u201cCustomer\u201d<\/h3>\n
Customer Choices and Instructions<\/h2>\n
Who is \u201cCustomer\u201d?<\/h3>\n
Signing Up Using a Corporate Email Domain<\/h3>\n
What This Means for Customer\u2014and for Us<\/h3>\n
Ordering Subscriptions<\/h3>\n
Legal compliance<\/h3>\n
Banking Account Information Services<\/h3>\n
Google API Services User Data Policy Compliance<\/h3>\n
Purchasing Decisions<\/h3>\n
Choosing to be a Beta Tester<\/h3>\n
Feedback is Welcome<\/h3>\n
Non-Fiskl Products<\/h3>\n
Privacy Policy<\/h3>\n
Payment Obligations<\/h2>\n
Payment Terms<\/h3>\n
Downgrade for Non-Payment<\/h3>\n
No refunds<\/b><\/h3>\n
Our Responsibilities<\/h2>\n
Providing the Services<\/h3>\n
Keeping the Services Available<\/h3>\n
Protecting Customer Data<\/h3>\n
Artificial Intelligence (AI) and Customer Data<\/h3>\n
Customer Data Usage in AI<\/h3>\n
Retrieval-Augmented Generation (RAG) for AI Queries<\/h3>\n
Transparency and Customer Consent<\/h3>\n
Compliance with AI Regulations<\/h3>\n
Data Retention and Deletion<\/h3>\n
The Fiskl Extended Family<\/h3>\n
Ownership and Proprietary Rights<\/h2>\n
What\u2019s Yours is Yours\u2026<\/h3>\n
And What\u2019s Ours is Ours<\/h3>\n
Term and Termination<\/h2>\n
Contract Term<\/h3>\n
Auto-Renewal<\/h3>\n
Termination for Cause<\/h3>\n
Termination Without Cause<\/h3>\n
Effect of Termination<\/h3>\n
Data Portability and Deletion<\/h3>\n
Representations Disclaimer of Warranties<\/h2>\n
Limitation of Liability<\/h2>\n
Confidentiality<\/h2>\n
Confidential Information<\/h3>\n
Protection and Use of Confidential Information<\/h3>\n
Compelled Access or Disclosure<\/h3>\n
Survival<\/h2>\n
General Provisions<\/h2>\n
Publicity<\/h3>\n
Force Majeure<\/h3>\n
Relationship of the Parties; No Third Party Beneficiaries<\/h3>\n
Email and Fiskl Messages<\/h3>\n
Modifications<\/h3>\n
Waiver<\/h3>\n
Severability<\/h3>\n
Assignment<\/h3>\n
Which Fiskl Entity is Customer Contracting With?<\/h3>\n
Entire Agreement<\/h3>\n