Terms and Conditions

These Terms and Conditions (these “Terms”) govern your use of our Services. These Terms are a binding contract by and between Finisterra Labs, Inc., a Delaware corporation with offices located at 2093 Philadelphia Pike, Suite 1742 Claymont, DE 19703, USA (“Finisterra,” “we,” “us” and “our”) and you or the entity on whose behalf you are accepting these Terms (“Customer,” “you” and “your”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms incorporate the terms and conditions of our Privacy Policy, as may be updated and amended from time to time. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

You represent and warrant that you are an individual of legal age to form a binding contract. If you are accepting these on behalf of an organization or entity, you hereby represent and warrant that you are duly authorized by the entity on whose behalf you accept these Terms to so accept these Terms and bind the entity to these Terms on the entity’s behalf (in which case, the references to “Customer,” “you” and “your” in these Terms, except for in this paragraph, refer to that organization or entity).

You and Finisterra may each be referred to herein as a “Party” and collectively as the “Parties.” The Parties agree as follows:

Access and Use.
1. Provision of Access. Subject to and conditioned on Customer’s compliance with the terms and conditions of these Terms, including, without limitation, the Usage Limitations (including the Applicable License, each as defined below) and any limitations and restrictions set forth herein or identified to Customer through the Services or Ordering Process, Customer may access and use the Services and Licensed Data during the Subscription Term on a non-exclusive, non-transferable and non-sublicensable basis. Such use is limited to Customer’s internal business purposes and the use cases, features and functionalities specified during the Ordering Process and/or in the Applicable License. If Customer is using or accessing the Services on a free, unpaid, trial, beta, testing or similar basis (“Free Services”) then certain of Finisterra’s obligations under these Terms will not apply, as further described below. If Customer’s or any Authorized User’s use of the Services is prohibited by Applicable Laws, then Customer and/or such Authorized User is not authorized to access or use the Services. Finisterra cannot and will not be responsible for use of the Services in a way that breaches Applicable Laws.
2. Documentation License. Subject to and conditioned on Customer’s compliance with the terms and conditions of these Terms, Finisterra hereby grants to Customer a non-exclusive, non-transferable and non-sublicensable license to use the Documentation during the Subscription Term solely for Customer’s internal business purposes in connection with its use of the Platform.
3. Third Party Accounts; Digital Wallets. You may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”). By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account. You may also be required to sign in or authenticate your identity using a third-party digital wallet, such as Privy. By connecting your Privy wallet to the Services, you authorize us to associate your wallet address and related authentication credentials with your user account. You acknowledge and agree that: (i) your wallet (including any tokens, assets, or information stored in or accessible through it) is not hosted or maintained by us, and we have no control over or responsibility for its security, functionality, or availability; (ii) you are solely responsible for maintaining the security of your wallet and ensuring that access to it is properly controlled; (iii) any actions taken through your wallet will be deemed authorized by you, including transactions, submissions, or account activity performed after authentication; (iv) we do not store your private keys, and we cannot access or recover your wallet or its contents if you lose access to it; (v) if your Privy wallet is compromised, inaccessible, or otherwise unavailable, you may lose access to your account or certain features of the Services; and (vi) use of the Privy wallet and any associated third-party services is governed by their own terms and privacy policies, and we are not responsible for any actions or omissions of Privy or other third-party providers.
4. Service Updates. From time to time, Finisterra may update the Services, and such updates will become part of the Services and subject to these Terms; provided, that Finisterra shall have no obligation under these Terms or otherwise to provide any such updates. Customer understands that Finisterra may suspend, restrict or discontinue any part of, or otherwise make improvements and modifications to, the Services at any time in its sole discretion. Finisterra also reserves the right to remove any Licensed Data from the Services at any time, for any reason, in Finisterra’s sole discretion.
5. Use Restrictions. Neither Customer nor any Authorized User shall use the Services for any purposes beyond the scope of the access expressly granted in these Terms. Except with respect to use of Licensed Data in compliance with an Applicable License, Customer represents, warrants and agrees that neither Customer nor any Authorized User shall at any time, directly or indirectly: (i) copy, modify, translate or create derivative works of the Services, whether in whole or in part, or otherwise incorporate any portion of the Services into Customer’s or any Authorized User’s products or services; (ii) rent, lease, reproduce, outsource, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the Services or Documentation to any third party or act as a service bureau with respect thereto; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component or source code of the Services, in whole or in part, or any other trade secrets of Finisterra; (iv) use the Services for the benefit of any third party; (v) export, remove or alter any trademark, logo, copyright or other proprietary notices associated with or made available through the Services; (vi) use the Services in any manner or for any purpose that is dangerous, harmful, defamatory, obscene, libelous, fraudulent, deceptive, threatening, harassing or otherwise objectionable, or that otherwise infringes, misappropriates or violates any intellectual property right or other right of any person; (vii) use the Services in any manner or for any purpose that violates Applicable Laws or is otherwise not reasonably intended by Finisterra; (viii) access or use the Services (or any component thereof) for purposes of competitive or benchmarking analysis of Finisterra or the Services, the development, provision or use of any software or database derived from the Services or any competing service or product, or any other purpose that is to Finisterra’s or Finisterra’s licensors’ detriment or commercial disadvantage; (ix) override, circumvent, bypass or breach any security device, feature, control, use limit or protection within the Platform or attempt to do any of the foregoing or otherwise jeopardize the security of any account credentials; (x) permit any access to or use of the Platform by anyone other than an Authorized User accessing the Platform through the use of valid access credentials; (xi) transmit spam through the Services, “crawl,” “scrape,” or “spider” any page, data or portion of the Services, or otherwise interfere with or disrupt the integrity or performance of the Services; or (xii) input, upload, transmit or otherwise provide to or through the Platform any information or material, including, without limitation, any Customer Data, that is unlawful or injurious or that infringes or otherwise violates any third party’s intellectual property or other rights, or that contains, transmits or activates any Harmful Code. A violation of any of the foregoing is grounds for termination of Customer’s and/or Authorized User’s right to use or access the Services.
6. Reservation of Rights. Finisterra reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants to Customer or any third party, by implication, waiver, estoppel or otherwise, any intellectual property rights or other right, title or interest in or to the Services.
7. Suspension. Notwithstanding anything to the contrary in these Terms, Finisterra may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Finisterra reasonably determines that (a) there is a threat posed to or attack on any of the Services; (b) Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to the Services or to any other customer or vendor of Finisterra; (c) Customer, or any Authorized User, is using the Services for fraudulent or illegal activities; (d) subject to Applicable Laws, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) Finisterra’s provision of the Services to Customer or any Authorized User is prohibited by Applicable Laws; or (f) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services may infringe or otherwise violate any third party’s intellectual property or other rights or Applicable Laws; (ii) any vendor of Finisterra has suspended or terminated Finisterra’s access to or use of any Licensed Data; or (iii) in accordance with Section 3.2 (any such suspension described in subclauses (i), (ii), or (iii), a “Service Suspension”). Finisterra shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Finisterra shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Finisterra will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
8. Referrals. From time to time Finisterra may offer rewards or incentives for referring others to the Services. The referring user (“Referrer”) may refer individuals or entities who are neither current customers of Finisterra nor registered users of the Services (“Referee”). A registered user is a person or entity that already has an existing account with Finisterra. There is no limit to the number of referrals that Referrer can make, nor the cumulative rewards or incentives that the Referrer may receive through such special offer, unless otherwise indicated. Referrer will receive the stated reward or incentive for each Referee sent by the Referrer that completes the required action described in that specific offer (such as signing up for an account or making a purchase). All Referees must be first-time recipients of the offer, and multiple referrals to the same individual or entity will be disregarded. Finisterra reserves the right to modify or terminate any special offers at any time and to revoke from Referrer and Referee the special offer at Finisterra’s discretion for any reason or for no reason whatsoever. If Finisterra determines that Referrer or Referee is attempting to obtain unfair advantage or otherwise violate the terms or spirit of such special offer, Finisterra reserves the right to (i) revoke any rewards or incentives issued to either Referrer or Referee and/or (ii) charge the Referrer or Referee for any rewards or incentives (a) used by Referrer or Referee prior to such revocation or (b) issued by Finisterra to any ineligible Referrer or Referee. All special offers are subject to any other terms, conditions and restrictions set forth on the Services or presented in connection with the special offer.
Customer Responsibilities.
1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Customer acknowledges and agrees that Customer is and will be responsible for all acts and omissions of Authorized Users and for all use of Authorized Users’ accounts, including, without limitation, anyone accessing the Services using an Authorized Users’ account credentials. Customer also acknowledges and agrees that any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions. Customer will immediately notify Finisterra if Customer suspects or becomes aware of any unauthorized use of the Services, including, without limitation, any breach of Section 1.5 and any loss or theft of any Authorized User’s username, password or other credentials used to access the Services.
2. Licensed Data. Licensed Data is subject to the terms and conditions of the Applicable License, which is entered into solely between Customer and such third party licensor. Customer is solely responsible for complying with the Applicable License. Except as otherwise expressly permitted by any such terms and conditions, Customer acknowledges and agrees that any restriction on the use of the Services in Section 1.5 of these Terms shall also apply to Customer’s and each Authorized User’s use of Licensed Data, and that neither Customer nor any Authorized User shall export any Licensed Data to Customer’s or such Authorized User’s systems. Finisterra makes no representations or warranties of any kind with respect to Licensed Data or their respective licensors. Finisterra will not and cannot monitor, verify, censor or edit the content of any Licensed Data. Upon the termination of Customer’s rights to access Licensed Data, Customer will and will require all Authorized Users to cease all access to and delete all Licensed Data, including any backup copies thereof, and Customer will certify such destruction in writing upon Finisterra’s request. If Customer does not agree to abide by the Usage Limitations for any such Licensed Data, then Customer should not use such Licensed Data.
3. Licenses to Customer Data. For all Customer Data, you hereby grant Finisterra a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such Customer Data, in each case to enable us to operate the Services, as described in more detail below.
  1. Private Customer Data. If you store Customer Data in your own personal Baselight account, in a manner that is not viewable by any other user except you (“Private Customer Data”), you grant Finisterra the license above, as well as a license to display, perform, and distribute your Private Customer Data for the sole purpose of making that Private Customer Data accessible to you and providing the Services necessary to do so.
  2. Limited Audience Customer Data. If you share Customer Data in a manner that only certain specified users can view (for example, a private message to one or more other users) (“Limited Audience Customer Data”), then you grant Finisterra the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience Customer Data accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience Customer Data, and to use and exercise all rights in it, as permitted by the functionality of the Services.
  3. Public Customer Data. If you share Customer Data publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, other than Licensed Data, “Public Customer Data”), then you grant Finisterra the licenses above, as well as a license to display, perform, and distribute your Public Customer Data for the purpose of making that Public Customer Data accessible to all Platform users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public Customer Data in connection with the Services and/or otherwise in connection with Finisterra’s business. Also, you grant all other users of the Services a license to access that Public Customer Data, and to use and exercise all rights in it, as permitted by the functionality of the Services.
4. Scope of License Grants. You agree that the licenses you grant above are royalty-free, fully paid, sublicensable, transferable, and worldwide. When you delete your Baselight account, we will delete Customer Data (though we will retain Usage Data (as defined below)), but you understand and agree that it may not be possible to completely delete that your Customer Data may remain viewable elsewhere to the extent that they were copied or stored by other users.
5. Licensed Data. If you make Customer Data available as Licensed Data, you must select a license to govern use of such Licensed Data. You may: (i) choose from one of our standard open licenses (e.g., Creative Commons, etc.); or (ii) upload and apply a custom license of your choosing, provided it complies with applicable law and does not conflict with these Terms. You are solely responsible for ensuring that the license you choose accurately reflects the rights you intend to grant. If you choose to delete Licensed Data, we will remove such Licensed Data from the Services, but will retain Usage Data (as defined below).
6. Third Party Accounts. Certain features of the Services allow you to share information with others, including through your social networks or other Third Party Accounts. If you share information from the Services with others through your Third Party Accounts, you authorize Finisterra to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information.
7. Technical Modifications. Finally, you understand and agree that Finisterra, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your Customer Data to conform and adapt Customer Data to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
8. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer’s information technology infrastructure, including, without limitation, email, computers, software, databases, electronic systems (including database management systems) and networks (“Customer Systems”); (iv) the security and use of Customer’s and its Authorized Users’ access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including, without limitation, all results obtained from and all conclusions, decisions and actions based on such access or use.
9. Customer Authorization. Customer represents, warrants and covenants that Customer has obtained all necessary consents and authorizations required by Applicable Laws and Customer’s contractual obligations to Finisterra and/or any third party to make the Customer Data available to Finisterra, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Any agreements created between Customer and any third party through use of the Services are not binding on Finisterra, and Finisterra is not liable for, or obligated to enforce, any such agreements.
10. DMCA. In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.
  1. Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Finisterra’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
    2. Identification of works or materials being infringed;
    3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Finisterra is capable of finding and verifying its existence;
    4. Contact information about the notifier including address, telephone number and, if available, email address;
    5. A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
    6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
  2. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:
    1. remove or disable access to the infringing material;
    2. notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
    3. terminate such content provider’s access to the Services if he or she is a repeat offender.
  3. Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
    1. A physical or electronic signature of the content provider;
    2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
    3. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
    4. Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Finisterra is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
  4. If a counter-notice is received by the Designated Agent, Finisterra may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Finisterra may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Finisterra’s discretion.

Please contact Finisterra’s Designated Agent at the following address:

Finisterra Labs, Inc.

Attn: DMCA Designated Agent

Finisterra Labs, Inc.

2093 Philadelphia Pike

STE 1742

Claymont, DE 19703

Fees and Taxes.
1. Fees. Customer shall pay Finisterra the fees for the Services as set forth in connection with the Ordering Process or otherwise set forth on our fee schedule (the “Fees”) without offset or deduction at the cadence identified during the Ordering Process or through the Services (e.g., monthly or annually). Fees paid by Customer are non-refundable and not subject to set off. Customer shall make all payments hereunder in US dollars. Finisterra uses a third-party payment processor (the “Payment Processor”) to bill you for all Fees through a payment account linked to your account on the Services (your “Billing Account”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use the Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms, and you authorize Finisterra, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
2. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand. If Customer fails to make any payment when due, then, without limiting Finisterra’s other rights and remedies: (i) Finisterra may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Finisterra for all reasonable costs incurred by Finisterra in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) Finisterra may suspend Customer’s and its Authorized Users’ access to all or any part of the Services until such amounts are paid in full.
3. Recurring Billing. Some of the Services may be made available for an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. FINISTERRA MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.
4. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
5. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
6. Auto-Renewal. Unless you opt out of auto-renewal, which can be done through your account settings, any Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the Subscription Term originally set forth in the Ordering Process, at the then-current non-promotional rate. To change or resign your subscription to the Services at any time, go to your account settings. If you terminate any Services, you may use your subscription until the end of your then-current Subscription Term, and your subscription will not be renewed after your then-current Subscription Term expires. However, you will not be eligible for a prorated refund of any portion of the Fees paid for the then-current Subscription Term. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL YOUR SUBSCRIPTION FOR THE APPLICABLE SERVICES THROUGH YOUR ACCOUNT SETTINGS OR TERMINATE YOUR BASELIGHT ACCOUNT BEFORE THE END OF THE RECURRING TERM. SUBSCRIPTIONS FOR THE SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, FINISTERRA WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
7. Reaffirmation of Authorization. Your non-termination or continued use of any Services reaffirms that Finisterra is authorized to charge your Payment Method for those Services. Finisterra may submit those charges for payment and you will be responsible for such charges. This does not waive Finisterra’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described during the Ordering Process for the Services.
8. Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Finisterra’s income.
Intellectual Property Ownership; Feedback.
1. Finisterra IP. Customer acknowledges that (i) as between Customer and Finisterra, Finisterra owns all right, title, and interest, including all intellectual property rights, in and to the Services (excluding the Licensed Dta); and (ii) the applicable Data Providers own all right, title and interest, including all intellectual property rights, in and to the Licensed Data.
2. Customer Data. Finisterra acknowledges that, as between Finisterra and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data.
3. Security Measures. Finisterra will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data (including Personal Data) from unauthorized access, use, alteration, or disclosure.
4. Processing of Personal Data; No Sensitive Data. Finisterra’s rights and obligations with respect to Personal Data are set forth in our Privacy Policy foregoing, Customer acknowledges and agrees that: (i) the Platform is not designed to store Sensitive Data; and (ii) Customer will not use the Platform to store Sensitive Data and will not submit, post, or otherwise transmit through the Platform any Customer Data that includes or constitutes Sensitive Data.
5. Usage Data. Notwithstanding anything to the contrary in these Terms, Finisterra may monitor Customer’s use of the Services and collect and compile Usage Data. As between Finisterra and Customer, all right, title and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Finisterra. Customer acknowledges that Finisterra may compile Usage Data based on Customer Data input into the Services. Notwithstanding anything to the contrary in these Terms, Customer acknowledges that Finisterra may use and disclose Usage Data for any lawful purpose. “Usage Data” means usage data collected and processed by Finisterra in connection with Customer’s use of the Services including without limitation data used to optimize and maintain performance of the Services and to investigate and prevent system abuse.
6. Feedback. If Customer, any Authorized User or any of Customer’s employees or contractors sends or transmits any comments, questions, suggestions or other communications or materials to Finisterra by mail, email, telephone or otherwise suggesting or recommending changes to the Services, including, without limitation, any new features or functionalities (“Feedback”), Finisterra is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
Warranty Disclaimer. THE FINISTERRA PARTIES (AS DEFINED BELOW) MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICES AND THE FINISTERRA PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES OR ANY CLAIMS (AS DEFINED BELOW) ARISING OUT OF USE OF, OR IN ANY WAY RELATED TO YOUR ACCESS TO, THE SERVICES. WITHOUT LIMITING THE FOREGOING, THE SERVICES (INCLUDING ALL FREE SERVICES) AND LICENSED DATA ARE PROVIDED “AS IS” AND FINISTERRA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FINISTERRA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. FINISTERRA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, LICENSED DATA, OR ANY OUTPUTS OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, FINISTERRA HEREBY DISCLAIMS (FOR ITSELF AND THE FINISTERRA PARTIES) ANY WARRANTY THAT LICENSED DATA, OR ANY OTHER INFORMATION CONTAINED IN OR MADE AVAILABLE IN CONNECTION THEREWITH HAS BEEN COLLECTED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR THAT ANY LICENSED DATA IS ERROR-FREE. CUSTOMER MUST VERIFY THE ACCURACY AND APPROPRIATENESS OF ANY LICENSED DATA BEFORE RELYING ON ANY SUCH LICENSED DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS IT TAKES BASED ON THE SERVICES OR LICENSED DATA, AND FINISTERRA HEREBY DISCLAIMS THE RESULTS OF ANY SUCH DECISIONS OR ACTIONS. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE SERVICES AND LICENSED DATA.
Indemnification. Customer shall indemnify, hold harmless, and, at Finisterra’s option, defend Finisterra and Finisterra’s affiliates, officers, directors, agents, representatives, personnel, suppliers, partners and licensors (collectively, “Finisterra Parties”) from and against any and all claims, actions, suits, proceedings, costs, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) (collectively, “Claims”) arising out of or resulting from any claims relating to: (i) Customer’s or any Authorized User’s use of the Services (including any actions taken by a third party using Customer’s or any Authorized User’s account) or any Licensed Data; (ii) Customer Data; and/or (iii) Customer’s or any Authorized User’s breach of these Terms, negligence or willful misconduct. In the event of any Claims, Finisterra will attempt to provide notice of the Claims to Customer using the contact information for Customer that Finisterra has for Customer’s Baselight account (provided that failure to deliver such notice shall not eliminate or reduce Customer’s indemnification obligations hereunder). Customer may not settle any Claims against Finisterra unless Finisterra consents to such settlement and Finisterra will have the right, at its option, to defend itself against any such Claims or to participate in the defense thereof by counsel of its own choice.
Limitations of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE FINISTERRA PARTIES BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY; (V) COST OF REPLACEMENT GOODS OR SERVICES; OR (VI) FOR ANY MATTER BEYOND FINISTERRA’S REASONABLE CONTROL, IN EACH CASE REGARDLESS OF WHETHER THE FINISTERRA PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00); AND (B) THE TOTAL AMOUNTS PAID TO FINISTERRA UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT WILL FINISTERRA BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY LIABILITY ARISING OUT OF THE LICENSED DATA OR CUSTOMER’S OR ANY AUTHORIZED USER’S USE THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND FINISTERRA SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE FINISTERRA’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00.
Termination.
1. Termination. In addition to any other express termination right set forth in these Terms, you are free to terminate these Terms at any time through the “Cancel Plan” option in your account settings or by contacting us at help@baselight.ai; please refer to our Privacy Policy as well as the licenses above to understand how Finisterra treats information you provide to Finisterra after you have stopped using the Services. Finisterra may also terminate your use of (or suspend access to) the Services or your account for any reason in Finisterra’s discretion, including your breach of these Terms. Finisterra has the sole right to decide whether you are in violation of any restrictions set forth in these Terms. Account termination may result in destruction of any Customer Data associated with your or any Authorized User’s account, so keep that in mind before you decide to terminate your account If you have deleted your account by mistake, contact Finisterra immediately at help@baselight.ai Finisterra will try to help, but unfortunately, Finisterra cannot promise that Finisterra can recover or restore anything.
2. Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms, Customer shall immediately discontinue use of the Services; provided, however, that Customer shall have no obligation to delete, destroy or return Licensed Data and may continue to use such data for Customer’s internal business purposes subject to the Usage Limitations. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
3. Survival. This Section 8.3 and Sections 1.5, 1.6, 2, 3, 4, 5, 6, 7, 9, 10 survive any termination or expiration of these Terms. No other provisions of these Terms survive the expiration or earlier termination of these Terms.
ARBITRATION AGREEMENT. PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT (THE “ARBITRATION AGREEMENT”), WHICH MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. THIS ARBITRATION AGREEMENT CONTAINS PROCEDURES FOR FINAL AND BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION (COLLECTIVELY, “CLASS ACTION”) IN ARBITRATION OR LITIGATION. YOU AND FINISTERRA ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND TO FILE OR PARTICIPATE IN A CLASS ACTION SUBJECT TO THE LIMITED EXCLUSION BELOW. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR, NOT A JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. Most customer concerns can be resolved by emailing us at help@baselight.ai. In the event we are unable to resolve a complaint to your satisfaction, this section explains how any Dispute (as defined below) will be resolved.
1. General.
  1. For purposes of this section, the terms “Finisterra,” “our,” “we,” or “us” includes Finisterra Labs, Inc. as well as any of their respective present or future affiliates or subsidiaries, and any persons or entities (including agents, representatives, or employees) related to Finisterra or its present or future affiliates or subsidiaries. Both you and Finisterra acknowledge and agree that for the purpose of any dispute arising out of relating to the subject matter of these Terms, Finisterra’s officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary hereof.
  2. YOU AND FINISTERRA AGREE THAT ANY DISPUTE (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION EXCEPT AS OTHERWISE PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT IF THOSE CLAIMS QUALIFY FOR SMALL CLAIMS COURT AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION) BASIS. ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE.
  3. You and Finisterra agree that these Terms affect interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration.
  4. For purposes of this Arbitration Agreement, “Dispute” shall include, but is not limited to, any claims or controversies between you and Finisterra that are related in any way to these Terms, including, but not limited to, your use of Services or Finisterra’s policies, privacy practices, advertising, and/or any communications between you and Finisterra (to the extent applicable to a dispute regarding Finisterra), whether occurring on the Services, or otherwise, even if the Dispute arises after the termination of your relationship with Finisterra. “Dispute” also includes, without limitation, claims that: (a) you bring against Finisterra; (b) Finisterra brings against you; (c) in any way relate to or arise out of any aspect of the relationship between you and Finisterra, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) arose before you entered into these Terms or out of a prior agreement with Finisterra (including, without limitation, claims relating to advertising); (e) are subject to ongoing litigation where you are not a party or a member of a certified class; and/or (f) arise after the termination of these Terms. “Dispute” does not include any disagreement or dispute arising out of and relating to (1) your use of third-party services; (2) any breach of your privacy rights caused by a third party; (3) your reliance on claims or statements made by a third party; and (4) patents, copyrights, trademarks, and trade secrets, including piracy, infringement, or unauthorized use of intellectual property (collectively, “Excluded Disagreements”); provided further, with respect to (1) to (3) of the foregoing, you acknowledge and agree to release and hold us harmless from any and all liability arising from, made, or caused by an applicable third-party provider as set forth and described in these Terms. Excluded Disagreements shall not be subject to arbitration or the notice and informal process described below. The arbitrator shall decide all issues except for: (a) those that are specifically reserved for a court herein; (b) those issues relating to the scope, validity, and enforceability of the Arbitration Agreement or any of the provisions of this section; (c) any issues arising from or relating to the arbitrability of any Dispute and/or the forum in which a dispute should be arbitrated; and (d) whether the arbitration administrator cannot or will not administer the arbitration in accordance with this Arbitration Agreement—all of which are for a court of competent jurisdiction to decide. These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency.
2. Mandatory Pre-Arbitration Informal Dispute Resolution.
  1. You and Finisterra agree to engage cooperatively, and in good faith, to try to resolve any Dispute prior to you or Finisterra initiating an arbitration proceeding. You or Finisterra must first send a written notice (“Pre-Arbitration Notice”) to the other party, and your Pre-Arbitration Notice to Finisterra must include the following: (a) a detailed description of the nature and the basis for the Dispute and any relief sought (including a detailed calculation of any damages); (b) your full name and the email address associated with your Baselight account; and (c) sufficient information to enable you or us to identify any transaction. Your notice to us must be personally signed by you (and your attorney if you are represented by legal counsel).
  2. Your Pre-Arbitration Notice to Finisterra must be sent to [ADDRESS], with a copy via email to [EMAIL]. Our Pre-Arbitration Notice to you will be sent to the most recent contact information that you have provided to us.
  3. For a period of 60 days from the date of receipt of a completed Pre-Arbitration Notice from the other party, you and we will work together using reasonable efforts to try to resolve the Dispute. If requested by us in connection with a Pre-Arbitration Notice initiated by you, you agree to personally participate in an individualized telephone settlement conference (and if you are represented by an attorney, your attorney may also participate) to discuss a potential early resolution of the matter. If the Dispute is not resolved within this 60-day period (which can be extended by agreement of the parties), you or Finisterra may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration.
  4. Any applicable limitations period (including statutes of limitations) shall be tolled while the parties engage in this informal dispute resolution process.
  5. This pre-arbitration process is essential so that you and Finisterra have a meaningful chance to resolve disputes informally. If the sufficiency of a Pre-Arbitration Notice or compliance with this informal dispute resolution process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed pending resolution of the issue. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.
3. Arbitration Rules and Procedures.
  1. If, after the foregoing informal negotiations, the parties cannot resolve the dispute, it shall be finally settled by binding arbitration in New Castle County, Delaware. The arbitration will proceed in the English language and shall be administered by the American Arbitration Association (the “AAA”) pursuant to its Consumer Arbitration Rules, and, if applicable, its Mass Arbitration Supplementary Rules, that are in effect at the time the arbitration is initiated (the “Rules”), as modified by the terms set forth in this Agreement. Copies of the Rules can be obtained at the AAA’s website (www.adr.org). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the claims presented, the arbitrator shall have the discretion to select a different set of Rules, but in no event, unless you and Finisterra agree otherwise, shall the arbitrator consolidate more than one person’s claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator, forum, and/or third party neutral upon mutual written agreement.
  2. To commence an arbitration proceeding, you must send an arbitration demand to the AAA and serve a courtesy copy to Finisterra, located at: [ADDRESS], with an electronic copy sent to [EMAIL], or we must send an arbitration demand to AAA and serve a courtesy copy on you at the most current address we have on file. The physical courtesy copy must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice.
  3. Any complaint or arbitration demand must be accompanied by a copy of the Pre-Arbitration Notice, and a certification personally signed by you or your attorney, if you are represented by legal counsel (if you are initiating arbitration) or by a Finisterra representative or our attorney, if we are represented by legal counsel (if we are initiating arbitration). By filing a complaint or arbitration demand, the party and its attorney initiating the arbitration represent that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (a) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator is expressly authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel if the arbitrator determines that a frivolous and/or improper claim was initiated by parties and/or their counsel.
4. Cost of Arbitration.
  1. The Rules will govern payment of all arbitration fees as modified by this Arbitration Agreement, unless the parties mutually agree to a different arbitration provider. You and we agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA regarding fees, and you and we agree that the parties (and your and our counsel, if you and we are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
  2. The arbitration will be conducted by a single arbitrator who will apply these Terms as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only.
  3. Although under some laws Finisterra may have a right to an award of attorneys’ fees and non-filing fee expenses if it prevails in an arbitration, Finisterra will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous or that you or your counsel have violated the standards of Federal Rule of Civil Procedure 11, which the parties agree shall be applicable in arbitration. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall also apply and be enforced by the arbitrator after entry of an award. An award that has been satisfied may not be entered in court. Finisterra will consider a request to reimburse the consumer filing fee upon a demonstration of financial hardship.
  4. UNLESS BOTH YOU AND WE AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. ADDITIONALLY, YOU AND FINISTERRA AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT (INCLUDING, WITHOUT LIMITATION, DAMAGES, DECLARATORY, INJUNCTIVE, OR OTHER EQUITABLE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S PARTICULAR CLAIM. THE ARBITRATOR MAY NOT ISSUE A “PUBLIC INJUNCTION.” THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THESE RESTRICTIONS ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF OR ANY PRIVATE ATTORNEY GENERAL CLAIM), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF.
5. Additional Procedures for Coordinated Disputes/Filings.
  1. You and Finisterra agree that these procedures (in addition to all others provided in this section) shall also apply if your claim is part of a “Mass Filing” (defined below).
  2. If 25 or more similar Disputes (including yours) are asserted against Finisterra by the same or coordinated counsel or are otherwise coordinated (“Mass Filing”), the AAA’s Mass Arbitration Supplementary Rules and the additional procedures set forth herein shall apply. You understand and agree that by choosing to be part of a Mass Filing, these additional procedures shall apply, and the resolution of your Dispute might be delayed. The parties agree that throughout this process, their counsel shall meet and confer in an effort to informally resolve the Disputes, streamline procedures, address the informal exchange of information, modify the number of Disputes to be adjudicated and to promote efficiency, conservation of resources, and the resolution of claims.
  3. If your claim is part of a Mass Filing, the statute of limitations applicable to the claims and relief set forth in that Notice shall be tolled from the date the Pre-Arbitration Notice is received until your Dispute proceeds in arbitration or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this section.
  4. A court of competent jurisdiction shall have the authority to enforce these Additional Procedures for Coordinated Disputes/Filings section of the Arbitration Agreement, including by enjoining the Mass Filing, the prosecution or administration of arbitrations, and the assessment or collection of arbitration fees.
  5. The Additional Procedures for Coordinated Disputes/Filings section of the Arbitration Agreement and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that this section applies to your Dispute and is not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Terms.
  6. STAGE ONE: Assuming there are at least 50 Disputes submitted as part of the Mass Filing, your counsel and our counsel shall each select 25 Disputes (per side) to proceed as cases in individual arbitration proceedings as part of an initial staged process. Alternatively, either side’s counsel may elect to have their 25 cases selected randomly. The number of Disputes to be selected to proceed as part of this initial staged process can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage One). Each of the 50 (or fewer) cases shall be assigned to a different arbitrator and proceed in individual arbitrations. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If after this initial set of proceedings the parties are unable to informally resolve the remaining Disputes, they shall participate in a global mediation session with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and Finisterra shall pay the mediator’s fee.
  7. STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for Finisterra shall each select 50 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Alternatively, either side’s counsel may elect to have their 50 Disputes selected randomly. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 100 Disputes, all shall proceed individually in Stage Two). No more than 3 cases may be assigned to a single arbitrator to proceed individually unless the parties agree otherwise. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and Finisterra shall again pay the mediator’s fee.
  8. Upon the completion of the global mediation session set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall proceed with the adjudication of the remaining Disputes in individual arbitration proceedings consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel for the parties) or through another mutually-agreeable process.
  9. A court of competent jurisdiction shall have the authority to enforce this staging requirement of the Arbitration Agreement, including by enjoining the Mass Filing, the prosecution or administration of arbitrations, and the assessment or collection of arbitration fees.
6. Waiver of Jury Trial; Waiver of Class Actions.
  1. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU AND FINISTERRA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. YOU AND FINISTERRA ALSO WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN ARBITRATION OR IN LITIGATION IN COURT. You and Finisterra are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Finisterra over whether to vacate or enforce an arbitration award, YOU AND FINISTERRA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
  2. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Finisterra is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in below.
7. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: [ADDRESS], postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of this Agreement’s arbitration agreement.
8. Exclusive Venue; Governing Law. If you send the opt-out notice described above, and/or in any circumstances where the foregoing Arbitration Agreement permits either you or Finisterra to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Finisterra agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, Delaware, or the federal district in which that county falls.
9. Severability. Except as specifically provided in the Arbitration Agreement (e.g., the Additional Procedures for Coordinated Disputes/Filings), if any part or parts of this Arbitration Agreement is/are found by a court of competent jurisdiction to be invalid or unenforceable as to your Dispute, such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of your relationship with Finisterra and/or these Terms.
10. Future Changes to Arbitration Agreement. If we make any future changes to this Arbitration Agreement (other than a change to our mailing address), you may reject any such change by sending your personally signed, written notice to the following address: [ADDRESS], postmarked within 30 days of the change. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and Finisterra in accordance with this version of the Arbitration Agreement.
Miscellaneous.
1. Entire Agreement; Construction. These Terms, together with any other documents incorporated herein by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements and representations and warranties, both written and oral, with respect to such subject matter. Headings herein are for convenience of reference only and shall in no way affect interpretation of these Terms. The term “including” or “includes” as used in these Terms means including, without limiting the generality of any description preceding such term. If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) to Finisterra shall be in writing and delivered by hand or by certified mail or overnight delivery service to:

Finisterra Labs, Inc.

Attn: Legal Department

Address: 2093 Philadelphia Pike, #1742, Claymont, DE 19703, USA

Email: legal@finisterra.ai

All Notices to Customer shall be sent by email to the email address associated with Customer’s Baselight account or will be posted to the Platform.

Force Majeure. In no event shall Finisterra be liable to Customer, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms if and to the extent such failure or delay is caused by any circumstances beyond Finisterra’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or the passage of law or taking of any action by a governmental or public authority, including, without limitation, imposition of an embargo.
Amendment and Modification. Finisterra may change these Terms from time to time at its discretion. The date on which these Terms were last modified will be updated at the top of these Terms. Finisterra will use commercially reasonable efforts to provide Customer with notice of any amendments or modifications to these Terms, by placing a notice on Finisterra’s website, by emailing the email address associated with Customer’s Baselight account on the Services or by another method reasonably designed to provide notice to Customer. If Customer does not agree with the new Terms, Customer is free to reject them; unfortunately, that means Customer and Authorized Users will no longer be able to use the Services. If Customer or any Authorized Users access or use the Services after the effective date of the revised Terms, such access and use will constitute Customer’s acceptance of the revised Terms and all changes thereto. Except for changes by Finisterra as described in this Section 10.4, no other amendment or modification to these Terms will be effective unless in writing and signed by both Finisterra and Customer.
Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection with these Terms will constitute a waiver of such right or remedy. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.
Governing Law. These Terms are governed by and construed in accordance with the Federal Arbitration Act, applicable federal law and the laws of the State of Delaware excluding its conflict of laws provisions.
Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Finisterra. Any purported assignment or delegation in violation of this Section 10.7 will be null and void. Finisterra may transfer, assign, or delegate these Terms and Finisterra’s rights and obligations without consent. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
Publicity. Customer hereby grants Finisterra a non-exclusive, royalty-free, worldwide license to use and reproduce Customer’s name and logo in connection with Finisterra’s marketing activities.
Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach of Section 1.5 would cause Finisterra irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Finisterra will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
Definitions.
1. “Applicable Laws” means all applicable U.S. and foreign federal, state, or local statutes, laws, rules and regulations including, without limitation, the California Online Privacy Protection Act of 2003, the California Consumer Privacy Act as amended by the California Privacy Rights Act of 2003, the General Data Protection Regulation (Regulation (EU) 2016/679) and the EU Directive 2002/58/EC, in each case, as updated, amended or replaced from time to time, and all other applicable statutes, laws, rules and regulations with respect to the collection, use and disclosure of data from or about end users and/or specific devices or otherwise relating to relating to privacy, protection of intellectual property and proprietary rights and/or marketing.
2. “Applicable License” means the applicable license terms for a set of data, as specified by the Data Provider.
3. “Authorized User” means Customer’s employees, consultants, contractors and agents: (i) who are authorized by Customer to access and use the Services under these Terms; and (ii) for whom access to the Services has been purchased from Finisterra through the Ordering Process.
4. “Customer Data” means data that is submitted, posted or otherwise transmitted to Finisterra or the Services by or on behalf of Customer or an Authorized User. To the extent Customer makes available Licensed Data on the Platform, Customer Data shall also include such Licensed Data.
5. “Data Provider” means a Platform user who makes available Licensed Data on the Platform.
6. “Documentation” means Finisterra’s end user documentation relating to the Platform, if any.
7. “Harmful Code” means any software, hardware or other technology, device, or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby.
8. “Licensed Data” means any data made available to other users through the Platform under an Applicable License.
9. “Ordering Process” means Finisterra’s online self-service ordering and onboarding process for the Platform.
10. “Personal Data” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personally identifiable information”, or something similar under applicable laws, rules, or regulations relating to data privacy.
11. “Platform” means Baselight, whether made available as a proprietary hosted software platform and/or API (as applicable), as made available to Authorized Users from time to time.
12. “Sensitive Data” means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) protected health information as defined in the Health Insurance Portability and Protection Act, as amended (“HIPAA”); (iii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act (“COPPA”) or the Gramm-Leach-Bliley Act (“GLBA”), in each case as amended, or related rules or regulations; or (vi) any data similar to the above protected under applicable laws, rules, or regulations.
13. “Services” means the Platform and any other related products and/or services that are provided by Finisterra to Customer, including without limitation, the Licensed Data.
14. “Subscription Term” means the time period identified through the Ordering Process during which Customer’s Authorized Users may access and use the Services.
15. “Usage Limitations” means the usage limitations set forth in these Terms and in connection with the Ordering Process, including the terms of an Applicable License that apply to Licensed Data.