Terms of Use

The Services are intended primarily for business and professional use. You must be legally capable of entering into a binding contract under applicable law. If using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

Customer is responsible for ensuring that its Authorized Users comply with these Terms and all applicable laws. Customer is responsible for all activity conducted through its Accounts and Authorized Users, except to the extent such activity results directly from Findiy's breach of these Terms or a security failure attributable to Findiy.

Findiy provides an AI-enabled business productivity service designed to assist Users with email-related workflows and related business communications. Chase may connect to supported email, calendar, document or other third-party services authorized by Customer and may process information made available through those connections to provide the applicable functionality.

Features may include analyzing communications, identifying messages requiring attention, organizing or classifying correspondence, generating suggested email drafts, and providing other workflow assistance. Features may vary by subscription plan, product version, integration, geography or other applicable limitations.

Findiy may add, modify, improve, replace or discontinue features from time to time. Findiy will not materially reduce the core functionality of a paid Service during a Subscription Term except where reasonably necessary for security, legal, technical or operational reasons.

The Services are provided as assistive technology. Findiy does not guarantee that any classification, recommendation, draft, summary, suggested response or other output will be accurate, complete, current, appropriate or suitable for a particular purpose.

The Services use artificial intelligence and machine-learning technologies to generate, classify, summarize, organize or otherwise process information. AI-generated or AI-assisted outputs may contain errors, omissions, inaccuracies, inappropriate language, outdated information or unintended interpretations.

AI-generated outputs are suggestions and not statements of fact, professional advice, legal advice, financial advice, medical advice, or other advice from Findiy. Customer is solely responsible for reviewing and determining whether any output is accurate, appropriate and suitable for the intended use before relying upon, communicating, publishing or acting on it.

Where the Services generate an email draft or other proposed communication, Customer and the relevant User remain responsible for reviewing the communication, confirming its accuracy, determining whether it should be sent, and identifying the intended recipients and attachments.

Customer acknowledges that the use of AI systems involves inherent uncertainty and that outputs should not be treated as a substitute for appropriate human judgment, review or verification.

The Services may integrate with third-party products and services including email, calendar, cloud storage, productivity, authentication, payment and other platforms. Use of such services may require Customer to separately accept the third party's terms and privacy policies.

Customer authorizes Findiy to access and process information made available through a third-party integration to the extent necessary to provide the Services as permitted under these Terms and the applicable Data Processing Addendum.

Customer is responsible for obtaining and maintaining all permissions, licenses, consents and authorizations necessary for Findiy to connect to and process information from Customer's third-party accounts. Findiy is not responsible for the availability, functionality, security, accuracy or continued operation of any third-party service.

Customer is responsible for maintaining the confidentiality and security of its Account credentials and for restricting access to authorized persons. Customer must promptly notify Findiy if it becomes aware of unauthorized access to an Account, compromised credentials, or any other security incident involving its use of the Services.

Customer must not share individual login credentials between Users where the Services provide individual User accounts. Findiy may implement reasonable authentication, access-control and security requirements as part of the Services.

Customer is responsible for its use of the Services and for all Customer Data submitted to or processed through the Services. Customer represents and warrants that it has all rights, permissions, consents and legal bases necessary for Findiy to process Customer Data as contemplated by these Terms.

Customer must not use the Services in a manner that violates applicable law, infringes or misappropriates the rights of any person, violates the terms of a third-party service, or creates unreasonable security, legal or operational risks.

Where Customer connects a mailbox, calendar, document repository or other third-party account to the Services, Customer is responsible for determining whether the relevant data may lawfully be accessed, processed and used for the intended business purpose.

Customer and its Users must not use the Services to:

• a.Violate any applicable federal, state, local or foreign law or regulation;
• b.Infringe, misappropriate or otherwise violate any intellectual property, privacy, publicity, confidentiality or other rights of any person;
• c.Transmit or distribute malicious code, malware, ransomware, viruses or other harmful or disruptive material;
• d.Gain unauthorized access to the Services, another person's Account, or any system, network or data connected to the Services;
• e.Interfere with or disrupt the integrity, security, availability or performance of the Services;
• f.Circumvent usage limits, authentication controls, security measures or technical restrictions;
• g.Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying models, or non-public technology of the Services, except to the extent prohibited by applicable law;
• h.Use the Services to develop, train, fine-tune or improve a competing product or service, except as expressly permitted by Findiy in writing;
• i.Scrape, crawl, harvest or systematically extract data from the Services except through functionality expressly made available for that purpose;
• j.Use the Services to send unsolicited bulk communications, spam, phishing or deceptive messages;
• k.Impersonate another person or entity or falsely represent an affiliation with another person or entity; or
• l.Use the Services in a manner that could reasonably be expected to cause material harm to Findiy, its service providers, other customers or the security or integrity of the Services.

Findiy may suspend or restrict access where it reasonably believes that Customer or an Authorized User has violated this Section or that continued access creates a material security, legal or operational risk.

As between Customer and Findiy, Customer retains all right, title and interest in and to Customer Data.

Customer grants Findiy a limited, non-exclusive, worldwide, royalty-free right to host, copy, transmit, store, access, modify, reproduce and otherwise process Customer Data solely as necessary to provide, maintain, secure and support the Services, comply with Customer's instructions, and comply with applicable law.

Findiy will not sell Customer Data. Findiy will not use Customer Data to train general-purpose artificial intelligence models except where expressly agreed in writing by Customer.

To the extent Findiy processes Personal Data on behalf of Customer, such processing will be governed by the Data Processing Addendum (Schedule 1).

Where Customer Data includes Personal Data and Findiy processes such Personal Data on behalf of Customer, the Data Processing Addendum set forth in Schedule 1 forms part of these Terms.

The DPA establishes the parties' respective roles and obligations concerning the processing of Personal Data, including instructions, confidentiality, security, subprocessors, data subject requests, security incidents, international transfers, deletion and return of Personal Data, and related compliance obligations.

If there is a conflict between these Terms and the DPA concerning the processing of Personal Data, the DPA will control solely with respect to that conflict.

Findiy's collection and use of Personal Data in connection with the Services is described in the Findiy Privacy Policy, as amended from time to time. The Privacy Policy applies to Findiy's processing of Personal Data in its capacity as a controller. Where Findiy processes Customer Data solely on behalf of Customer, the applicable processing relationship is governed primarily by the DPA and Customer's documented instructions.

The Services and all Findiy Materials are owned by Findiy or its licensors and are protected by applicable intellectual property and other laws.

Subject to Customer's compliance with these Terms and payment of applicable fees, Findiy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services solely for Customer's internal business purposes.

Customer must not copy, modify, distribute, sell, lease, sublicense, transfer, publicly display, publicly perform or create derivative works of the Services or Findiy Materials except as expressly permitted under these Terms.

If Customer or any User provides suggestions, recommendations, ideas, improvements, corrections or other feedback concerning the Services ("Feedback"), Customer grants Findiy a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable right to use, reproduce, modify, create derivative works from, distribute and otherwise exploit such Feedback for any lawful purpose. Findiy will not be required to identify Customer as the source of Feedback or to pay compensation for its use.

Each party may receive non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information").

The receiving party will use the disclosing party's Confidential Information only to perform or exercise its rights under these Terms and will protect such Confidential Information using at least reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known without confidentiality obligations before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is lawfully received from a third party without a duty of confidentiality.

A receiving party may disclose Confidential Information where required by law or valid legal process, provided it gives the disclosing party reasonable notice and cooperates with efforts to seek confidential treatment where legally permitted.

Access to certain Services may require payment of subscription fees. Applicable fees, billing periods, Subscription Terms, User limits and other commercial terms will be set forth in the applicable Order or pricing page.

Unless otherwise stated in an Order, subscription fees are payable in advance and are non-refundable except where required by applicable law or expressly stated otherwise. Customer authorizes Findiy or its designated payment processor to charge the payment method provided for applicable fees, taxes and other amounts due.

Fees do not include applicable sales, use, excise, value-added or similar taxes. Customer is responsible for all taxes associated with its purchase or use of the Services, other than taxes imposed on Findiy's net income.

Findiy may change its pricing upon reasonable advance notice. Any pricing change will apply prospectively and will not alter fees already paid for the applicable prepaid Subscription Term.

Findiy may make certain Services available on a free trial, evaluation or beta basis. Unless otherwise stated, trial access may be limited in duration, functionality, usage or availability and may be discontinued at any time.

Beta or preview features are provided for evaluation purposes, may be changed or discontinued without notice, and may not be supported to the same level as generally available Services. Customer should not rely on beta functionality for critical business operations.

These Terms commence when Customer first accepts them or accesses the Services and continue until terminated in accordance with this Section.

Either party may terminate these Terms or an applicable Subscription if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. Where the breach is incapable of cure, termination may take effect immediately upon notice.

Findiy may suspend or terminate access immediately where reasonably necessary to prevent a security incident, protect the Services or other customers, comply with applicable law, respond to unlawful activity, or address a material violation of the Acceptable Use requirements.

Upon termination or expiration of a Subscription, Customer's right to access and use the applicable Services will cease. Customer remains responsible for all fees incurred through the effective date of termination.

Following termination, Findiy will handle Customer Data in accordance with the DPA and applicable Privacy Policy, subject to applicable law and any rights or obligations concerning legal retention, security, dispute resolution, fraud prevention or other legitimate purposes.

Customer acknowledges that termination of the Services does not necessarily delete information stored in a connected third-party service. Content created in a Customer's mailbox or other connected service may remain there unless Customer separately removes such information.

Findiy may temporarily suspend access to all or part of the Services if reasonably necessary to address a security threat, suspected abuse, violation of these Terms, non-payment, legal requirement, third-party platform restriction or other circumstance that materially threatens the Services or Findiy's users. Where reasonably practicable, Findiy will provide notice before suspension and will work to restore access promptly once the basis for suspension has been resolved. Findiy will not suspend the Services solely because Customer has exercised a privacy or data protection right in good faith.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL FINDIY MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

FINDIY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

FINDIY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETELY ACCURATE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION. FINDIY DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR SUITABLE FOR CUSTOMER'S PARTICULAR PURPOSE.

Nothing in these Terms excludes or limits any warranty or consumer protection right that cannot lawfully be excluded or limited under applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINDIY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO FINDIY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section apply regardless of the theory of liability, including contract, tort, negligence, strict liability or otherwise, and regardless of whether any limited remedy fails of its essential purpose. The foregoing limitations will not apply to liability that cannot lawfully be limited or excluded under applicable law.

Customer will defend, indemnify and hold harmless Findiy, its affiliates and their respective officers, directors, employees and agents from and against third-party claims, damages, liabilities, costs and reasonable attorneys' fees arising out of or relating to: (a) Customer Data; (b) Customer's or an Authorized User's unlawful use of the Services; (c) Customer's violation of these Terms; or (d) Customer's violation of the rights of another person.

Findiy will promptly notify Customer of any indemnifiable claim and will reasonably cooperate with Customer in the defense. Customer will not settle an indemnifiable claim in a manner that admits fault by Findiy or imposes any non-monetary obligation on Findiy without Findiy's prior written consent.

Findiy will defend Customer against a third-party claim alleging that Customer's authorized use of the Services infringes that third party's United States patent, copyright or trademark, provided that Customer: (a) promptly notifies Findiy of the claim; (b) gives Findiy reasonable control of the defense and settlement; and (c) reasonably cooperates with Findiy in the defense.

Findiy has no obligation under this Section to the extent a claim arises from: Customer Data; modifications to the Services not made by Findiy; combination of the Services with products not supplied or approved by Findiy; Customer's continued use after notice of alleged infringement; or use of the Services in violation of these Terms.

This Section states Findiy's entire liability and Customer's exclusive remedy for third-party intellectual property infringement claims relating to the Services.

Customer is responsible for determining whether its intended use of the Services is subject to industry-specific laws, regulations, contractual requirements or professional obligations. Unless expressly agreed in writing, the Services are not represented as being designed or certified for use in environments where failure or inaccuracy could result in death, serious bodily injury or significant property damage. If Customer requires specific regulatory commitments, security controls, data residency requirements or contractual terms, the parties may enter into an appropriate written agreement.

Findiy respects intellectual property rights and may respond to notices of alleged copyright infringement in accordance with applicable United States law, including the DMCA where applicable. A copyright owner or authorized representative who believes that content available through the Services infringes its copyright may submit an appropriate notice to Findiy's designated copyright contact.

DMCA Contact: Agentic Play Inc., Attn: Copyright Agent — copyright@findiy.ai

Customer must comply with applicable United States and foreign export control, trade sanctions and economic embargo laws in connection with its use of the Services. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive United States sanctions where use of the Services would be prohibited, and is not a person or entity listed on a United States government restricted-party list.

Neither party may use the other party's name, trademarks or logos in public announcements, marketing materials or customer lists without the other party's prior written consent, except that Findiy may identify Customer by name and logo as a customer where Customer has expressly authorized such use through the applicable Order or account settings.

Findiy may update these Terms from time to time to reflect changes in the Services, applicable law, security requirements or business practices. Where Findiy makes a material change, Findiy will provide reasonable notice through the Services, by email or by another commercially reasonable method. If Customer continues to use the Services after the effective date of the updated Terms, Customer will be deemed to have accepted the updated Terms.

Findiy may modify, enhance, replace or discontinue portions of the Services from time to time. Findiy will use commercially reasonable efforts to maintain the overall functionality of the Services during an active paid Subscription. Findiy may make changes immediately where necessary to address security vulnerabilities, legal requirements, third-party platform changes or other circumstances where delaying the change would create material risk.

Neither party will be liable for a delay or failure to perform its obligations under these Terms, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, widespread internet or telecommunications failures, utility failures, cyberattacks by third parties, epidemics, pandemics, or failures of third-party infrastructure. The affected party will use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable.

Notices to Findiy under these Terms must be sent to:

Agentic Play Inc.
Email: hello@findiy.ai

Findiy may provide notices to Customer through the email address associated with the Account, through the Services, or by other reasonable electronic means. A notice will be deemed received when delivered electronically, unless the sender receives a delivery failure notification.

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

The parties will first attempt in good faith to resolve any dispute through informal discussions between authorized representatives. If the dispute cannot be resolved through informal discussions within thirty (30) days after written notice, it will be resolved by confidential binding arbitration administered by the American Arbitration Association ("AAA") under its applicable commercial arbitration rules, conducted by one arbitrator.

To the maximum extent permitted by applicable law, where arbitration applies, each party agrees that any proceeding to resolve a dispute will be conducted only on an individual basis and not as a class, collective, consolidated or representative action. Neither party will participate in a class, collective or representative proceeding concerning any dispute governed by these Terms unless such waiver is prohibited by applicable law.

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

A failure or delay by either party to exercise any right or remedy under these Terms will not constitute a waiver of that right or remedy. A waiver must be in writing and will apply only to the specific circumstance for which it is given.

Customer may not assign or transfer these Terms or any rights or obligations under them without Findiy's prior written consent, except in connection with a merger, acquisition, corporate reorganization or sale of substantially all of Customer's assets where the successor assumes Customer's obligations. Findiy may assign these Terms without Customer's consent in connection with a merger, acquisition, corporate reorganization, financing or sale of assets. Any attempted assignment in violation of this Section is void.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, employment or franchise relationship between the parties. Neither party has authority to bind the other party or incur obligations on the other party's behalf unless expressly authorized in writing.

These Terms, together with any applicable Order, the Privacy Policy and the Data Processing Addendum, constitute the entire agreement between the parties concerning the Services and supersede all prior or contemporaneous agreements, proposals and representations concerning the same subject matter.

In the event of a conflict between these documents, the following order of precedence applies: (a) a mutually executed Order or negotiated agreement; (b) the Data Processing Addendum, solely with respect to the processing of Personal Data; (c) these Terms; and (d) the Privacy Policy.

Customer agrees that acceptance of these Terms electronically — including by clicking an acceptance button, creating an Account, entering into an Order, or accessing or using the Services after being presented with these Terms — constitutes a valid and binding electronic signature and acceptance. Customer agrees that electronic records of acceptance, account activity and contractual notices may be used as evidence of Customer's acceptance and agreement.

Any provision that by its nature should survive termination will survive termination or expiration of these Terms, including provisions concerning intellectual property, Customer Data, confidentiality, payment obligations, indemnification, disclaimers, limitations of liability, dispute resolution, governing law and other provisions intended to survive.

Questions concerning these Terms may be directed to:

Agentic Play Inc. d/b/a Findiy
Website: https://findiy.ai
Email: hello@findiy.ai

This Data Processing Addendum ("DPA") forms part of the Terms of Use between Agentic Play Inc. d/b/a Findiy ("Findiy") and the applicable Customer and governs Findiy's processing of Personal Data on behalf of Customer in connection with the Services.