Terms of Service

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE "TERMS"), WHICH ALONG WITH ANY APPLICABLE ORDER FORM AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE "AGREEMENT") CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY SUBSCRIBING TO USE THE SERVICES ("YOU" OR "CUSTOMER"), AND FINDCLIENTS.AI AND ITS SUBSIDIARIES ("FINDCLIENTS.AI"). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SERVICES BETWEEN THE PARTIES AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING, OR SUBSCRIBING TO USE THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT (PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT WHEN USING THE SERVICES OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND ANY COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT TO THIS AGREEMENT. THE TERMS OF ALL ORDER FORMS ENTERED INTO HEREUNDER SHALL BE INCORPORATED HEREIN BY THIS REFERENCE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICES.

FindClients.AI may change these Terms from time to time at its sole discretion. Any material changes to these Terms will be effective upon the next renewal date of the Agreement pursuant to the applicable Order Form. If you disagree with the changes to the Agreement, you must terminate your use of the Services prior to the next renewal of the Agreement.

Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.

"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the FindClients.AI Platform.

"Authorized User" means each of Customer's employees, agents, partners and independent contractors who are authorized to access the FindClients.AI Platform pursuant to Customer's rights under this Agreement.

"FindClients.AI Platform" means the FindClients.AI software-as-a-service application identified in an Order Form that allows Authorized Users to access certain features and functions through a web interface.

"Documentation" means the technical materials provided by FindClients.AI to Customer in hard copy or electronic form describing the use and operation of the FindClients.AI Platform.

"Enriched Data" means information regarding businesses consisting of a combination of Business Information and Output Data generated or sourced by the Company or the Services.

"Error" means a reproducible failure of the FindClients.AI Platform to substantially conform to the Documentation.

"Order Form" means all written order forms or other ordering documentation, including online subscription forms, entered into by the parties hereunder and referencing this Agreement, identifying the applicable Services to be made available by FindClients.AI, and containing the pricing, subscription term, and other specific terms and conditions applicable to the Services.

"Output Data" means all content and data provided to Customer by the Company via the Services.

"Professional Services" means professional services provided by FindClients.AI to Customer as described in any Order Form (as may be further elaborated in any statement of work).

"Services" means any services provided by FindClients.AI to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the FindClients.AI Platform.

"Submitted Data" means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.

Subject to the terms and conditions of this Agreement, including Customer's payment of the fees set forth in the Order Form ("Fees"), FindClients.AI will provide Customer with access to the FindClients.AI Platform. On or as soon as reasonably practicable after the effective date set forth in an Order Form (the "Order Form Effective Date") FindClients.AI will provide Customer with Access Protocols for Customer and its Authorized Users to access the FindClients.AI Platform. Customer will prevent unauthorized access to, or use of, the FindClients.AI Platform, and notify FindClients.AI promptly of any such unauthorized use known to Customer.

Support Services. Subject to the terms and conditions of this Agreement, FindClients.AI will exercise commercially reasonable efforts to provide support for the use of the FindClients.AI Platform in accordance with its standard policies and procedures.

License Grant. Subject to the terms and conditions of this Agreement, FindClients.AI grants to Customer a non-exclusive, non-transferable, non-sublicensable license during the Term (as defined below), solely for Customer's internal business purposes and in accordance with the limitations (if any) set forth in the Order Form to access and use the FindClients.AI Platform in accordance with the Documentation.

Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the FindClients.AI Platform, Output Data or Documentation (collectively, the "FindClients.AI Materials"), except as expressly allowed herein; (b) modify, adapt, alter or translate the FindClients.AI Materials; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the FindClients.AI Platform or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code of the FindClients.AI Platform; (e) interfere in any manner with the operation of the FindClients.AI Platform or the hardware and network used to operate the FindClients.AI Platform; (f) modify, copy or make derivative works based on any part of the FindClients.AI Materials; (g) access or use the FindClients.AI Platform to build a similar or competitive product or service; (h) attempt to access the FindClients.AI Platform through any unapproved interface; (i) use the FindClients.AI Materials to violate any applicable laws; (j) use the FindClients.AI Materials to defraud, deceive or mislead anyone.

Ownership. The FindClients.AI Materials, and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of FindClients.AI and its suppliers. All rights in and to the FindClients.AI Platform and Documentation not expressly granted to Customer in this Agreement are reserved by FindClients.AI and its suppliers.

License to Output Data. Subject to the terms and conditions of this Agreement, FindClients.AI grants Customer a royalty-free, fully paid, non-exclusive, non-transferable, non-sublicensable license to use the Output Data for Customer's internal business purposes only. You may not resell, distribute, or create derivative works from the Service or the Output Data.

License to Submitted Data. Customer grants FindClients.AI a non-exclusive, worldwide, royalty-free and fully paid license during the Term to use the Submitted Data as necessary for purposes of providing and improving the Services.

Feedback. Customer hereby grants to FindClients.AI a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the Services.

FindClients.AI shall (a) maintain and enforce an information security program including safety, physical and technical security policies and procedures with respect to its processing of Submitted Data that meets or exceeds industry standard practices, (b) periodically test its systems for potential areas where security could be breached and monitor for suspected breaches, (c) promptly report to Customer any breach of security or unauthorized access to Submitted Data that FindClients.AI detects or becomes aware of, and (d) use diligent efforts to mitigate any breach of security or unauthorized access to Submitted Data in a timely manner.

Fees. The Fees and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the schedule set forth in an applicable Order Form. The length of your billing cycle will depend on the type of subscription that you choose when you sign up for the service, monthly or annual. Fees shall be due and payable upon receipt of an invoice provided by FindClients.AI.

Sometimes we offer the Service on a "self-serve" basis, in which case you will have the opportunity to click through these Terms and select the aspects of the Service you want to purchase, including an amount of credits that can be used for data. When you purchase credits, they have an expiration date, which is generally the end of your billing cycle.

Payment Methods. To use the Services you must provide one or more current, valid, accepted methods of payment (a "Payment Method"). You authorize FindClients.AI to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available for payment of Fees. You remain responsible for any uncollected amounts.

Updating your Payment Methods. To update your Payment Method, please email support@findclients.ai. FindClients.AI may also update your Payment Methods using information provided by the payment service providers.

Changes to the Price and Subscription Plans. FindClients.AI reserves the right to change subscription plans, required Payment Methods or adjust pricing for the Services in any manner and at any time as FindClients.AI may determine in its sole and absolute discretion. Any price changes or changes to your subscription plan will take effect at the beginning of the next applicable renewal term.

No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, you will continue to have access to the service through the end of your current billing period.

Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and Customer will be responsible for payment of all such taxes (other than taxes based on FindClients.AI's income).

Interest. Any amounts 30 days past due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

Customer Warranty. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Submitted Data. Customer will obtain all third party licenses, consents and permissions needed for FindClients.AI to use the Submitted Data to provide the Services.

Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Submitted Data and will be responsible for all changes to and/or deletions of Submitted Data and the security of all passwords and other Access Protocols required in order to access the FindClients.AI Platform.

Limited Warranty. FindClients.AI represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards.

Disclaimer. THE LIMITED WARRANTY SET FORTH ABOVE IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FINDCLIENTS.AI MATERIALS ARE PROVIDED "AS IS," AND FINDCLIENTS.AI MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO FINDCLIENTS.AI DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

Confidential Information. "Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party knows or should have known is the confidential or proprietary information of the Disclosing Party.

Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein.

By FindClients.AI. FindClients.AI will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the FindClients.AI Platform as permitted hereunder infringes or misappropriates such third party's intellectual property rights.

By Customer. Customer will defend FindClients.AI against any claim, demand, suit, or proceeding made or brought against FindClients.AI by a third party alleging that the Submitted Data, or Customer's use of the Services in violation of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law.

Term. This Agreement is effective as of the date you first access or use the Services and continues until terminated as set forth below ("Term").

Termination for Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement and, if such breach is capable of cure, fails to cure such breach within thirty (30) days after receiving written notice thereof.

Effect of Termination. Upon expiration or termination of this Agreement, Customer's right to access and use the Services will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive termination.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

No Assignment. Customer may not assign or transfer this Agreement without the prior written consent of FindClients.AI.

Notices. All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by certified mail, return receipt requested, or one day after being sent by overnight courier.

If you have any questions about these Terms of Service, please contact us at:

Email: support@findclients.ai
Website: www.findclients.ai