Terms of Service

01Overview of Services

Fimi Data provides a software platform that helps organizations manage vendor data offboarding, including workflows for data return, deletion, evidence collection, and certification at the end of vendor relationships.

We may modify, suspend, or discontinue any aspect of the Services at any time. We will provide reasonable notice of material changes that adversely affect paid features.

02Eligibility

You must be at least 18 years old, have the legal authority to enter into these Terms, and be authorized to act on behalf of your organization. By using the Services, you represent that all of the foregoing is true.

03Accounts & Access

To use most features of the Services, you must register for an account. You agree to:

• Provide accurate, current, and complete information
• Maintain the security and confidentiality of your account credentials
• Promptly notify us of any unauthorized use or suspected security incident at security@fimidata.com
• Be responsible for all activities that occur under your account

We may require multi-factor authentication or other security controls. Sharing accounts among individuals is prohibited.

04Acceptable Use

You agree not to, and not to permit any third party to:

• Use the Services for any unlawful, fraudulent, or harmful purpose
• Interfere with, disrupt, or impose unreasonable load on the Services or related infrastructure
• Attempt to gain unauthorized access to the Services, other accounts, or related systems
• Probe, scan, or test the vulnerability of the Services without prior written authorization (see our security disclosure policy)
• Upload, transmit, or introduce any malicious code, virus, or other harmful component
• Reverse engineer, decompile, or disassemble the Services, except to the extent expressly permitted by applicable law
• Use the Services to develop a competing product, for benchmarking, or for competitive analysis without our prior written consent
• Use the Services or any output to train, fine-tune, or develop machine-learning models
• Resell, sublicense, or otherwise commercially exploit the Services without authorization

05Beta & Preview Services

From time to time we may offer features designated as “beta,” “preview,” “early access,” or similar (“Beta Services”). Beta Services are provided as-is for evaluation purposes only, are not subject to any service level commitments, and may be modified or discontinued at any time. We may use feedback from Beta Services to improve the Services without obligation to you.

06Customer Data & Processing

Ownership

As between the parties, you retain all right, title, and interest in and to data, content, and information that you or your authorized users submit to the Services (“Customer Data”). You grant Fimi Data a limited, non-exclusive license to host, process, and transmit Customer Data solely as necessary to provide the Services.

Our role

To the extent Customer Data includes personal data (or personal information), Fimi Data acts as a processor (under GDPR) or service provider (under CCPA/CPRA) on your behalf. You act as the controller or business and are responsible for the lawfulness of your processing instructions.

Aggregated & de-identified data

We may generate aggregated, anonymized, or de-identified data from your use of the Services for purposes of improving the Services, analytics, and benchmarking. Such data does not identify you or your end users and is not Customer Data.

Data return and deletion at termination

Upon termination of your subscription, you may export your Customer Data using the Services’ export functionality for up to thirty (30) days. After that period, we will delete or anonymize Customer Data in accordance with our data retention policy and the applicable DPA, except where retention is required by law.

07Intellectual Property

All right, title, and interest in and to the Services — including all software, technology, designs, documentation, and trademarks, but excluding Customer Data — are and remain the exclusive property of Fimi Data and its licensors. No rights are granted by implication, estoppel, or otherwise except as expressly set forth in these Terms.

You may not use the Fimi Data name, logo, or other branding without our prior written permission, except to factually identify Fimi Data as your service provider.

If you submit feedback, suggestions, or ideas about the Services (“Feedback”), you grant us a perpetual, irrevocable, royalty-free license to use the Feedback for any purpose without obligation to you.

08Confidentiality

Each party (the “Receiving Party”) agrees to (a) protect the other party’s (the “Disclosing Party’s”) Confidential Information using at least the same degree of care it uses for its own confidential information of similar nature (and in no event less than reasonable care) and (b) use Confidential Information only as necessary to perform under these Terms.

“Confidential Information” means any non-public information disclosed by one party to the other, whether marked as confidential or that should reasonably be understood to be confidential. Customer Data is your Confidential Information. The Services and our pricing, technology, and product roadmap are our Confidential Information.

09Fees & Payment

Fees, billing terms, payment methods, and renewal terms are set forth in the order form, subscription agreement, or written quote signed by both parties. Unless otherwise stated:

• Fees are payable in U.S. dollars
• Subscriptions are billed annually in advance
• Fees are non-cancelable and non-refundable except as required by law
• You are responsible for all applicable taxes other than taxes on our net income

Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Services for non-payment after providing written notice and a reasonable cure period.

10Term & Termination

These Terms remain in effect while you use the Services or have an active subscription.

We may suspend or terminate your access if:

• You materially breach these Terms and fail to cure within 30 days of written notice (or immediately if cure is not feasible)
• We are required to do so by law, regulation, or court order
• Suspension is reasonably necessary to protect the security or integrity of the Services or other users
• You fail to pay fees when due and do not cure within the applicable cure period

You may terminate by ceasing use of the Services and, if you have a paid subscription, in accordance with the terms of your order form. Upon termination, your right to access the Services ceases immediately.

11Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR A SIGNED ORDER FORM, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FIMI DATA DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT LOST OR DAMAGED.

The Services are designed to support your compliance efforts but do not constitute legal advice. You remain responsible for determining whether the Services meet your legal and regulatory requirements.

12Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) No indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Aggregate cap. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID OR OWE TO FIMI DATA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

(c) Exceptions. The limitations in this section do not apply to (i) a party’s indemnification obligations, (ii) a party’s breach of confidentiality obligations, (iii) your payment obligations, or (iv) liability that cannot be limited under applicable law.

13Indemnification

By you. You will defend, indemnify, and hold harmless Fimi Data and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, and reasonable attorneys’ fees arising from or related to (a) your or your users’ use of the Services in violation of these Terms or applicable law, (b) Customer Data, including any claim that Customer Data infringes a third party’s rights, or (c) your breach of these Terms.

By Fimi Data. We will defend you against any third-party claim alleging that the Services, when used as authorized under these Terms, infringe a U.S. patent, copyright, or trademark, and will pay damages and reasonable attorneys’ fees finally awarded against you (or agreed to in settlement) for such claim. Our obligation does not cover claims arising from (a) Customer Data, (b) modifications to the Services not made by us, (c) combination of the Services with other products or services not provided by us, or (d) use of the Services in violation of these Terms.

Process. The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement, and (iii) reasonably cooperate at the indemnifying party’s expense.

14Assignment

You may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.

15Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16Dispute Resolution

Informal resolution. Before filing any formal claim, the parties agree to attempt to resolve the dispute informally by sending written notice to legal@fimidata.com describing the dispute. The parties will negotiate in good faith for at least thirty (30) days.

Venue. Subject to the informal resolution requirement above, any action arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and the parties consent to personal jurisdiction in those courts.

Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

17Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email (to the address associated with your account) or through the Services at least thirty (30) days before the changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services.

18Survival; Miscellaneous

Survival. The following sections survive termination: 6 (Customer Data & Processing) with respect to obligations regarding deletion and surviving licenses; 7 (Intellectual Property); 8 (Confidentiality); 9 (Fees & Payment) with respect to amounts owed; 11 (Disclaimers); 12 (Limitation of Liability); 13 (Indemnification); 14 (Assignment); 15 (Governing Law); 16 (Dispute Resolution); and this Section 18.

Entire agreement. These Terms, together with any signed order form, DPA, or other written agreement between the parties, constitute the entire agreement regarding the Services and supersede all prior agreements on the same subject matter.

No waiver; severability. Failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain in effect.

Notices. Notices to Fimi Data must be sent to legal@fimidata.com with a copy to the address below. Notices to you may be sent to the email associated with your account.

Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, or internet or utility failures.

19Contact