Important Notice – Cloud-Based License Terms
This cloud-based software license (“License”) is subject to the terms outlined in this software license agreement (“Agreement”). License includes the software provided through this service, includes access to the cloud service, any accompanying documentation, and all copies and derivative works of such software and materials. By accessing and using the License, you consent to abide by this Agreement with Financial Cloud Software LLC, (“Fin CW”) located at 60 Faulkner Street, New Smyrna Beach, Florida 32168. Fin CW is also referred to as “we,” “us” or “our” in this agreement.
Cloud-Based Limited Use License
Fin CW grants you a non-exclusive, non-transferable, limited right to access and use the License via the cloud, solely for your personal and professional use. This software is designed to facilitate the creation of financial presentations tailored to the unique situations of your clients. You are not authorized to share this software or its calculators or presentations to another financial professional for their use. Fin CW may, at its discretion, issue additional licenses for your use. Concurrent use of multiple licenses is prohibited. All rights not explicitly granted in this Agreement are reserved by Fin CW. The License is provided as a service, not sold, and this license does not imply any title or ownership of the License, nor should it be considered a sale of any rights in the License.
Cloud-Based User Ownership Terms
Ownership Rights
Full title and all intellectual property rights in the cloud-based License, including but not limited to its software, code, themes, objects, concepts, artwork, and associated materials, are the exclusive property of Fin CW. The License is safeguarded by U.S. copyright laws, international treaties, and other applicable legislation. It includes licensed materials, and Fin CW reserves the right to enforce these rights in case of any breach of this agreement.
Usage Restrictions
• You may not use, or allow the use of, the License on multiple devices or terminals simultaneously, except for the licensed user.
• The License may not be used, or allowed to be used, in any networked, multi-user, or remote access setup, including online, unless explicitly permitted by this license.
• You are prohibited from reverse engineering, altering source code, modifying, decompiling, disassembling, or creating derivative works from the License.
• You must not remove, disable, or bypass any proprietary notices or labels on or within the License.
• You may not export the License, or any copy or adaptation, in contravention of any relevant laws or regulations.
By using this cloud-based License, you acknowledge and agree to these terms.
Payment of Fees
You agree to compensate Fin CW for the License and materials (collectively “License Fees”). For purchases initiated through Fin CW’s online portal, License Fees will be collected via credit card. Purchases made by check, EFT or as required in an applicable sales invoices, unless otherwise stated in the sales invoice, require remittance in US dollars within 30 days following the date of Fin CW’s billing statement. Outstanding balances past the due date will incur a finance charge at a rate of 1.0% monthly. Failure to settle payments or uphold the License’s account status may result in Fin CW limiting or discontinuing your access to the License.
Term of Purchase
Each License Term takes effect from the date of purchase and remains active for one year, known as the “Initial License Term,” if not otherwise specified. This term may end earlier if terminated according to the Annual Fee Increases or Termination for Convenience paragraphs below. The Initial License Term will automatically renew for successive periods equal to the Initial License Term and is known as “Renewal License Term.” This automatic renewal can be declined by either party through written notification at least 30 days before the end of the current License Term. Each Initial and Renewal Term is individually acknowledged as the “License Term” in this Agreement.
Annual Fee Increases
The License Fees are subject to an annual adjustment. These adjustments will commence from the start of each Renewal Term. Fin CW will inform you of any fee adjustments before they take effect, which may include notification via an invoice. Should you disagree with the fee adjustment, you reserve the right to discontinue your License. Such termination will be valid upon the completion of the current License Term. You recognize that the conclusion of any discount or incentive Licenses previously available to you is not considered a fee increase.
Termination For Convenience
You reserves the right to conclude any License Term at your discretion, provided that all minimum duration commitments outlined in this Agreement have been fulfilled. This termination requires a written notification to Fin CW at least 30 days before the intended end date. Should you opt to terminate under this provision, you will not be eligible for a refund of any License Fees already paid, nor will you be exempt from any outstanding License Fees due under the said Agreement.
Termination and Modification
You acknowledge that Fin CW retains the right to terminate this Agreement at any time, for any reason, at its sole discretion, with a seven day notice to you. Additionally, Fin CW may alter, pause, or cease any part of the License at any time, for any reason, at its sole discretion, also with a seven day notice. Upon termination of this agreement, you are required to cease all use of the License, and your access to the software will be deactivated.
Effect of Termination
No expiration or termination of this Agreement or of any License Term will relieve you of your obligation to pay any amounts accruing under such License Term prior to such expiration or termination.
Verification
You shall furnish, or authorize Fin CW to produce, a software-generated report verifying adherence to the License limitations upon our request for the defined period. Fin CW reserves the right to request such verification at its discretion, provided no significant variance indicating non-compliance is evident. Should there be any usage beyond the agreed License entitlements, you are obliged to immediately remit the appropriate License Fees for the overuse, as outlined in this agreement. Following the payment of these fees, FinCW will accordingly adjust the License to encompass the additional usage.
Protection Against Unauthorized Use
You are responsible for immediately informing Fin CW of any unauthorized exploitation of the License that comes to your attention. In case of such unauthorized activity by anyone, you are committed to deploying all commercially viable measures to cease and avert any subsequent instances of this unauthorized usage.
Restrictions on Use and Disclosure
“Confidential Information” encompasses all data exchanged between the parties in relation to this Agreement, which is either marked as confidential or should reasonably be considered confidential due to the context of its disclosure. The
recipient of such information is obligated to refrain from sharing it with any external parties and to safeguard it with the same level of diligence as their own confidential data, ensuring at least a reasonable standard of care. The use of Confidential Information by the recipient is strictly limited to the stipulations and duration of this Agreement. For Fin CW, Confidential Information pertains to details about its offerings, upcoming products, software, services, materials, pricing strategies, marketing initiatives, and financial records. Both Fin CW and you agree to maintain the confidentiality of this Agreement’s terms; however, they may share this information with their direct legal and financial professionals necessary for standard business operations.
Exclusions
The term “Confidential Information” does not cover data that the recipient can demonstrate: (i) was publicly available without violating any commitments to the disclosing party; (ii) was obtained lawfully from a third party not bound by confidentiality; (iii) was already in the recipient’s possession free of any use or disclosure limitations before receiving it from the disclosing party; or (iv) was independently conceived by the recipient without reliance on the disclosing party’s information.
Disclosure Required By Law
Should any legal, regulatory, or official order mandate the disclosure of the disclosing party’s Confidential Information (“Disclosure Order”), the receiving party will, unless mandated otherwise by the Disclosure Order, promptly inform the disclosing party in writing before such disclosure. This allows the disclosing party to attempt safeguarding their Confidential Information. Subsequent to this notification, the receiving party will assist the disclosing party in securing protection for the Confidential Information, with any reasonable costs incurred to be borne by the disclosing party.
Independent Development
The confidentiality obligations stipulated in this Agreement shall not restrict either party’s capability to independently create or procure products, provided that such development or acquisition does not rely on the utilization of the other party’s Confidential Information.
Enhancement Analysis
FinCW reserves the right to evaluate your operational patterns and data metrics, referred to as “Enhancement Data,” for the sole purpose of internal enhancement, including the betterment of the License and associated services. In the absence of specific instructions in this Agreement, you consent to and shall not obstruct the transmission of Enhancement Data from the License to Fin CW. Fin CW is permitted to disclose outcomes from its analysis of Enhancement Data to the public, ensuring that such disclosed data is both collective and de-identified. Under this Agreement, collective and de-identified Enhancement Data is defined as information that has been combined with other data and stripped of any identifiers related to you or its users. It is important to note that such collective and de-identified data does not fall under the category of your Confidential Information.
Cloud-Based Limited Warranty:
Fin CW guarantees the original purchaser of the cloud service License will perform in all material respects for 30 days from the purchase date. This warranty applies exclusively to the cloud service as initially delivered by Fin CW and is void if the defect results from misuse, abuse, or neglect.
Statutory implied warranties are strictly confined to the 30-day period mentioned. Beyond the above-stated terms, this warranty supersedes all other warranties, explicit or implied, including any warranties of merchantability, suitability for a specific purpose, or non-infringement. No other representations or claims will bind or obligate Fin CW.
Cloud-Based User Limitations of Liability:
Fin CW will not be held liable for any special, incidental, or consequential damages which may arise from the use, possession, or malfunction of the License, including but not limited to property damage, loss of goodwill, computer failure, device failure, or personal injury, to the extent the law allows. Fin CW’s liability will not exceed the amount paid
for the License. Local laws may provide additional rights, and some jurisdictions do not permit limitations on implied warranties or the exclusion of certain damages, so these limitations may not apply to you.
U.S. Government Users
The License is “Commercial Computer Software” and is provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is governed by DFARS 252.227-7013 and FAR 52.227-19, as applicable. Financial Cloud Works LLC, 60 Faulkner Street, Suite 6, New Smyrna Beach, FL 32168, is the contractor/manufacturer.
Injunction
You acknowledge Fin CW would suffer significant harm if this Agreement’s terms were not strictly enforced. Therefore, you agree Fin CW is entitled to seek equitable remedies, without the need for a bond, additional security, or demonstration of damages, as permitted by law.
Indemnity
You agree to indemnify, and hold harmless Fin CW and its associates, including partners, board of directors, board of advisors, affiliates, contractors, and employees, from any liabilities, losses or costs incurred due to your actions or inactions related to the use of the Product under this Agreement.
Miscellaneous:
This Agreement is the definitive license agreement between you and Fin CW, overriding all previous discussions and agreements. Fin CW reserves the right to modify this agreement at any time, provided you are notified in writing. By continuing to use the License, you are implicitly agreeing to any such amendments. Should any part of this Agreement be deemed unenforceable, it will be modified to the minimum extent necessary to remain valid, without affecting the rest of the Agreement. This Agreement is governed by Pennsylvania law, applicable to contracts made and performed within the state, except where federal law prevails. By agreeing to this license, you consent to the exclusive jurisdiction of Pennsylvania’s state and federal courts.
For inquiries regarding this License, please contact Financial Cloud Works, LLC, at 60 Faulkner Street, New Smyrna Beach, FL 32168.