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Effective Date: Jan 22/2025
Last Updated: Jan 22/2025

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Prior Version: Your continued use of the Service constitutes your acceptance of these updated Terms. These updated Terms replace all previous versions.

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Thanks for using Fynite. Please read these Fynite Terms of Service (the “Terms”) carefully. They govern your access to and use of Fynite’s cloud-based automation and AI agent services, including the Fynite platform, FyniteOS, Execution-as-a-Service™ capabilities, Fynite APIs, and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the “Service”).

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Fynite is provided by Fynite, Inc. (or the applicable Fynite contracting entity identified in an order form), and in these Terms we refer to ourselves as “Fynite,” “we,” “us,” or “our.”

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“You” means the entity you represent in accepting these Terms. You represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of such employer or entity.

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Definitions

(a) “Acceptable Use Policy” or “AUP” means Fynite’s acceptable use policy, which is incorporated into these Terms.

(b) “Account Information” means information about your Fynite account and information that you and your users provide to Fynite in connection with (i) the creation or administration of your Fynite account; or (ii) Fynite’s maintenance of your account or the Service. Account Information includes names, usernames, passwords, email addresses, SSO/identity metadata, support contacts, and billing information.

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(c) “Affiliate” means an entity controlled by, controlling, or under common control with a party, where control means at least 50% ownership or the power to direct an entity’s management.

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(d) “Agents” means autonomous or semi-autonomous software agents configured within the Service that can reason, decide, and execute workflows and actions based on configured triggers, policies, and instructions.

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(e) “AI Decisions” means AI- or ML-driven decisioning steps within a workflow or Agent that interpret context, classify, recommend, summarize, extract, or decide actions based on configured models and instructions.

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(f) “Beta Release” means any alpha, beta, developmental, test, experimental, preview, or early-access releases of the Service or other Fynite products or services. Any of the preceding terms used on a feature, product, or program is notice of Beta Release status.

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(g) “Customer Content” means any information, content, or materials that you submit through the Service, transmit to the Service from Third-Party Services, configure within the Service, or that are generated and returned by the Service based on such submissions or transmissions, provided that Customer Content excludes the Service, Third-Party Services, Documentation, and Usage Information.

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(h) “Documentation” means Fynite-provided user documentation relating to the Service, as may be updated by Fynite from time to time.

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(i) “Execution-as-a-Service™” means Fynite’s execution functionality that runs configured actions and workflows across connected systems, including orchestration, logging, retries, and controls as supported.

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(j) “Fees” mean the fees applicable to your use of the Service in accordance with the applicable plan, pricing notice, and/or order form.

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(k) “High-Risk Activities” means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicle control, air traffic control, or use cases prohibited under applicable law.

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(l) “Sensitive Personal Data” means (i) patient, medical, or other protected health information regulated by HIPAA; (ii) credit, debit, bank account or other financial account numbers or payment card data subject to PCI DSS; (iii) social security numbers, driver’s license numbers, passport numbers, or other government ID numbers; and (iv) special categories of personal data under GDPR or other similar laws.

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(m) “Subscription Term” means the period during which you have agreed to subscribe to the Service.

 

(n) “Supplemental Terms” mean any additional terms presented to you at the time you sign up for or first access a Beta Release.

 

(o) “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Service, whether domestic or foreign.

 

(p) “Third-Party Services” means any third-party service, connection, site, platform, application, software, integration, data source, identity provider, or model provider that interoperates with, connects to, or is used with the Service.

 

(q) “Triggers” means events or conditions (including schedules, webhooks, detections, thresholds, and system events) that initiate workflows or Agent runs.

 

(r) “Usage Information” means (i) configuration data, including step structure, field mapping, field naming, actions, and workflows, (ii) instructions to configure or navigate the Service, and (iii) analytics and telemetry data, including metadata, relating to the provision, use, operations, security, and performance of the Service and Third-Party Services, and analytics derived therefrom.

 

(s) “Fynite Account” means the account you register and open to access and use the Service.

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Account Registration

(a) Account Registration and Use License. In order to access and use the Service, you must register for a Fynite Account. You must provide and maintain accurate, current, and complete Account Information. Subject to these Terms and during the applicable Subscription Term, Fynite will make the Service available to you solely for your internal business purposes and in accordance with the Documentation.

 

(b) Eligibility. You represent and warrant that you have the legal capacity to enter into contracts under the law of the jurisdiction in which you reside or are organized.

 

(c) Credentials. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to immediately notify Fynite of any suspected or actual unauthorized use of your account. You are responsible for compliance with all applicable laws, regulations, and Third-Party Service terms applicable to your use of the Service.

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Fees; Taxes; Term and Termination

(a) Fees. Some Service features may only be accessed after payment of applicable Fees. Except as expressly stated in these Terms or as required by applicable law, Fees paid are non-refundable and payment obligations are non-cancelable. Any Service provided during a free trial period is provided “as-is” without representations, warranties, or indemnities.

 

(b) Future Functionality. Customer agrees that its purchase of the Service is not contingent on the delivery of any future functionality or features or dependent on any oral or written comments by Fynite regarding future functionality or features.

 

(c) Taxes. You are responsible for any Taxes other than Fynite’s income tax. Fees are exclusive of Taxes. If Fynite has a legal obligation to pay or collect Taxes for which you are responsible, Fynite will invoice you and you will pay that amount unless you provide a valid tax exemption certificate.

 

(d) Subscription Term. Your Subscription Term begins once you register for your account or, if purchasing by order form, on the start date specified in the order form, and continues for the billing cycle or term selected.

 

(e) Auto-Renewal. Unless you cancel your subscription prior to your renewal date, your subscription will automatically renew for another Subscription Term on the same plan (or if no longer available, a successor plan) and for a period equal to your then-current Subscription Term, subject to then-current Fees and eligibility criteria.

 

(f) Plan Changes and Cancellation by You. You may upgrade, downgrade, cancel renewal, or delete your account through the Service’s billing or account settings (or as described in your order form). If you cancel a paid plan, your account may convert to a free or limited plan (if offered) at the end of your Subscription Term until you delete your account, subject to product availability.

 

(g) Termination and Suspension by Fynite. Fynite may suspend or terminate your access to the Service (i) for non-payment, (ii) for a violation of these Terms or the AUP, (iii) to address security risk, legal compliance, or operational integrity, or (iv) upon notice for convenience where permitted by applicable law and any order form. If Fynite terminates your paid subscription without cause, Fynite will refund a prorated portion of any prepaid Fees for the unused remainder of the Subscription Term. Fynite will not refund Fees if termination is for cause.

 

(h) Effect of Termination. Once you delete your account, your account and Customer Content may not be recoverable. Sections that by their nature should survive termination will survive, including accrued payment rights, use restrictions, confidentiality obligations, warranty disclaimers, limitations of liability, and indemnity obligations.

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Your Use of the Service and Restrictions

(a) Account and Use of Service. You may use the Service only (i) for lawful purposes and (ii) in accordance with these Terms and the Documentation.

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(b) Prohibited Use. You will not, and will not permit anyone else to (i) sell, sublicense, distribute, transfer, or rent the Service (in whole or part), grant non-users access to the Service, or use the Service to provide a hosted or managed service to others without Fynite’s written permission; (ii) reverse engineer, decompile, or seek to access source code of the Service except to the extent prohibited by law and then only upon advance notice to Fynite; (iii) copy, modify, create derivative works of, or remove proprietary notices from, the Service; (iv) conduct security or vulnerability tests of the Service, interfere with its operation, or circumvent its access restrictions; (v) use the Service to develop a product or service competitive to Fynite; (vi) use AI components of the Service to develop or train foundation models or other large-scale models except as expressly permitted in writing by Fynite; or (vii) otherwise use the Service outside the scope of rights expressly granted in these Terms.

 

(c) No High-Risk Activities or Prohibited Sensitive Personal Data. You may not use the Service for any High-Risk Activities or to upload or transmit Sensitive Personal Data unless expressly authorized in a signed addendum. Fynite has no liability under these Terms for High-Risk Activities or Sensitive Personal Data processed in violation of this section.

 

(d) Enforcement. Fynite may monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of these Terms, the AUP, or applicable law, including suspending access or removing Customer Content. Where practicable, Fynite will use reasonable efforts to provide advance notice of removals and suspensions, but may act immediately if necessary to protect the Service, customers, or third parties.

 

(e) Your Use of the Service to Send Communications. You are exclusively responsible for the timing, content, and distribution of any communications sent or initiated through the Service, and you warrant that such communications comply with all applicable laws and regulations, including applicable consent and opt-out requirements.

 

(f) Export Controls and Sanctions. You represent that you will comply with applicable export control and sanctions laws, and that you are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions, nor a prohibited or restricted party.

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Security and Data Privacy

(a) Privacy Policy. Fynite’s Privacy Policy is incorporated into and made part of these Terms by reference.

 

(b) Data Processing Addendum. To the extent Fynite processes Personal Information contained in Customer Content subject to applicable data protection laws, the parties’ Data Processing Addendum, if any, will apply.

 

(c) Security. Fynite maintains physical, technical, and administrative security measures designed to protect the Service and Customer Content from unauthorized access, destruction, use, modification, or disclosure.

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Terms that Apply to Your Data

(a) Your Data and License to Operate. You retain ownership of your Customer Content. By transmitting, processing, or storing Customer Content in the Service, you grant Fynite a worldwide, non-exclusive, limited-term license to access, use, process, copy, store, transmit, export, and display Customer Content as reasonably necessary (i) to provide, maintain, operate, improve, and update the Service; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law.

 

(b) Your Compliance Obligations. You are responsible for the accuracy, quality, content, and legality of Customer Content and for actions triggered by Customer Content. You represent and warrant that you have obtained all necessary rights, releases, and permissions to transmit Customer Content through the Service and to authorize actions the Service performs on your behalf, and that your Customer Content and its use will not violate any laws, these Terms, or Third-Party Service terms.

 

(c) Autonomous Execution and Customer Control. The Service may perform actions automatically through configured workflows and Agents. You are responsible for selecting, configuring, testing, and enabling workflows, permissions, approvals, and safeguards. If you disable or do not configure approvals or human-in-the-loop controls, you accept the risks of automated execution.

 

(d) AI Output Disclaimer. AI-generated outputs may be inaccurate, incomplete, or inappropriate. You are responsible for reviewing AI outputs before relying on them for decisions that could impact legal, financial, safety, employment, or other material outcomes.

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Proprietary Rights and Improving the Service

(a) Fynite Service. The Service is made available on a limited access basis, and no ownership rights are conveyed to you. Fynite and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, Usage Information, and derivative works.

 

(b) Feedback and Improvements. If you provide feedback, comments, ideas, proposals, or suggestions, Fynite may use them without restriction or compensation. Fynite may collect, analyze, and use Usage Information to operate, secure, enhance, and improve the Service and to develop new products or services, including by generating aggregated or de-identified analytics.

 

(c) Trademarks. Fynite names and logos are trademarks of Fynite. Nothing in these Terms grants any license or right to use Fynite trademarks without Fynite’s prior written consent. You grant Fynite the right to identify you as a customer and to use your name and logos for that purpose, unless you notify Fynite in writing to opt out.

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Third-Party Services

(a) Links and Integrations. The Service may enable integrations with Third-Party Services. Fynite does not control Third-Party Services and is not responsible for their content, functionality, availability, or security. Your use of Third-Party Services is subject to their terms.

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(b) Data Sharing with Third-Party Services. If you connect a Third-Party Service, you instruct Fynite to transmit Customer Content to and from that Third-Party Service as required to perform your configured workflows. Fynite may share limited information with a Third-Party Service to prevent or resolve service, security, support, or technical issues related to that integration.

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Service Warranty; Indemnification

(a) Service Warranty. If you are a paying subscriber, Fynite warrants that it will provide the Service during the Subscription Term substantially as described in the Documentation under normal use. Your exclusive remedy for breach of this warranty will be Fynite’s re-performance of the deficient Service or, if Fynite does not reperform, you may terminate and receive a prorated refund of prepaid Fees for the unused remainder of the Subscription Term. You must notify Fynite in writing of any warranty deficiency within ten (10) days after you become aware of the deficiency.

(b) Disclaimers. Except as expressly stated above, the Service is provided “as is” and “as available.” Fynite disclaims all implied, statutory, or other warranties, including merchantability, fitness for a particular purpose, title, and noninfringement. Fynite does not warrant that the Service will be uninterrupted, error-free, or that all errors will be corrected. You assume all risk for results obtained through use of the Service.

(c) Your Indemnification Obligations. You agree to defend, indemnify, and hold harmless Fynite, its affiliates, directors, officers, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your violation or alleged violation of these Terms or the AUP, (ii) your Customer Content, (iii) your use of Third-Party Services, or (iv) actions executed through the Service at your direction or via your configuration.

(d) Fynite’s Indemnification Obligations. If you are a paying subscriber, Fynite will defend you against any third-party claim alleging that your authorized use of the paid Service infringes a U.S. patent, copyright, or trademark right, and will pay costs and damages finally awarded, provided that you (i) promptly notify Fynite, (ii) give Fynite sole control of the defense and settlement, and (iii) provide reasonable assistance. This does not apply to claims arising from Customer Content, Third-Party Services, combinations not provided by Fynite, or use outside these Terms. If the Service is likely to infringe, Fynite may obtain rights, modify, replace, or terminate the affected Service and refund prorated prepaid Fees for the unused portion.

(e) Sole Rights and Obligations. This Section states the parties’ sole and exclusive remedy for third-party claims covered by this Section.

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Limitation of Liability

(a) To the maximum extent permitted by applicable law, and except for (i) amounts owed by you for Fees, (ii) your indemnification obligations, (iii) your breach of Section 4, and (iv) liabilities that cannot be limited under applicable law, neither party will be liable for any indirect, incidental, consequential, punitive, special, exemplary, or statutory damages, including loss of profits, revenue, data, goodwill, or business interruption, even if advised of the possibility.

(b) To the maximum extent permitted by applicable law, and except for the carve-outs in Section 10(a), each party’s aggregate liability arising out of or relating to these Terms will not exceed the Fees paid or payable by you to Fynite during the twelve (12) months preceding the event giving rise to the claim.

(c) The limitations in this Section apply regardless of the form of action and will survive even if any limited remedy fails of its essential purpose.

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Confidential Information

(a) Confidential Information. “Confidential Information” means any non-public information disclosed by a party that reasonably should be understood to be confidential, including business, product, roadmap, pricing, security, and technical information. Confidential Information does not include information that (i) is or becomes public without breach, (ii) was known without breach, (iii) is received from a third party without breach, or (iv) is independently developed.

(b) Protection and Use. The receiving party will take reasonable measures to protect Confidential Information and will use it only as necessary to perform under these Terms. Access will be limited to those with a need to know and bound by confidentiality obligations at least as protective as these Terms.

(c) Compelled Disclosure. A party may disclose Confidential Information if required by law, provided it gives prior notice where legally permitted and reasonable assistance at the disclosing party’s cost.

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Notices

(a) Fynite Notice to You. Fynite may provide notices through the Service, a trust center, or email to the address on record.

(b) Your Notice to Fynite. You must send notices to the contact and address specified in the Service or applicable order form, or to Fynite’s legal notice address if provided.

1. Modifications to Terms

Fynite may revise these Terms by posting a modified version with an updated effective date. If material changes are made, Fynite will provide reasonable notice prior to the effective date. Continued use after the effective date constitutes acceptance of the modified Terms.

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General

(a) Jury Trial Waiver. You and Fynite each waive the right to a trial by jury to the extent permitted by applicable law.

(b) Class Action Waiver. To the extent permitted by applicable law, you agree not to bring claims as a plaintiff or class member in a class, collective, representative, or multi-party proceeding.

(c) Force Majeure. Neither party will be liable for delays or failures due to events beyond reasonable control, including denial-of-service attacks, third-party hosting failures, strikes, riots, fires, acts of God, war, terrorism, and governmental action.

(d) Assignment. Neither party may assign these Terms without the other party’s prior written consent, except in connection with a merger, reorganization, acquisition, or sale of all or substantially all assets, with notice.

(e) Severability; Waiver. If any provision is held invalid or unenforceable, the remainder will remain in effect. A waiver is not a continuing waiver unless in writing.

(f) No Third-Party Beneficiaries. These Terms do not create rights for any third party.

(g) Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of laws principles. All disputes arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of the state or federal courts located in Cook County, Illinois, and each party consents to personal jurisdiction and venue there.

(h) Entire Agreement. These Terms and policies incorporated by reference, together with any applicable order form, constitute the entire agreement and supersede all prior or contemporaneous agreements regarding the Service. Any additional or different terms in a purchase order or vendor portal are rejected and will not amend these Terms unless expressly agreed in a signed writing by both parties.

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Contact Us

Fynite, Inc.
2135 City Gate Ln, Suite 300
Naperville, IL 60563
contact@fynite.ai
www.fynite.ai