Effective Date: February 17, 2026
These Terms and Conditions ("Terms") govern your access to and use of the products, services, and platform (collectively, the "Services") provided by FINCH AI Inc., a Delaware corporation ("Finch," "we," "us," or "our"). By accessing or using our Services, you ("Customer," "you," or "your") agree to be bound by these Terms.
"Platform" means the Finch compliance infrastructure software, including the Living Vault, Officer Copilot, Decision Engine, and Institutional Memory modules.
"Customer Data" means any data, documents, policies, records, or information uploaded to or processed by the Platform by or on behalf of the Customer.
"Authorized Users" means individuals authorized by the Customer to access and use the Platform under the Customer's account.
"Order Form" means the mutually executed document specifying the Services, deployment mode, fees, and term applicable to the Customer's subscription.
Subject to these Terms and payment of applicable fees, Finch grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the subscription term solely for Customer's internal business purposes.
The Platform is provided as on-premise or private cloud software deployed within Customer's infrastructure. Finch does not access, view, or process Customer Data except as required for installation, configuration, and support as authorized by Customer in writing.
Customer shall:
Fees are specified in the applicable Order Form. Unless otherwise stated, fees are billed annually in advance and are non-refundable. Finch reserves the right to adjust pricing with 60 days' written notice prior to any renewal term. Late payments are subject to interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Finch retains all right, title, and interest in the Platform, including all intellectual property rights therein. Customer retains all right, title, and interest in Customer Data. Nothing in these Terms transfers ownership of either party's intellectual property to the other.
Any feedback, suggestions, or improvement ideas provided by Customer regarding the Platform may be used by Finch without restriction or obligation.
In Private VPC and Air-Gapped deployment modes, Customer Data remains exclusively within Customer's infrastructure. Finch does not have access to Customer Data unless explicitly granted by Customer for support purposes.
In Public Cloud deployment mode (evaluation only), Customer Data is processed on Finch-managed infrastructure. Finch applies encryption at rest (AES-256) and in transit (TLS 1.3) and does not share Customer Data with third parties. Public Cloud mode is not recommended for production use with sensitive data.
For complete data handling details, refer to the Finch Security & Architecture Whitepaper.
Each party agrees to keep confidential any non-public information received from the other party ("Confidential Information") and to use such information only for the purposes of performing under these Terms. This obligation survives termination for a period of three (3) years.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully obtained from a third party without restriction.
Finch warrants that the Platform will perform materially in accordance with its documentation during the subscription term. If the Platform fails to meet this warranty, Customer's sole remedy is for Finch to use commercially reasonable efforts to correct the non-conformance.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Finch does not warrant that the Platform will guarantee compliance with any specific law or regulation. The Platform is a tool to assist compliance teams; ultimate compliance responsibility remains with the Customer.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FINCH'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL FINCH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY.
The initial subscription term is specified in the Order Form. Thereafter, the subscription automatically renews for successive one-year periods unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.
Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 30 days of notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.
Upon termination, Customer's access to the Platform ceases. All Customer Data stored within Customer's infrastructure remains under Customer's control. Any Customer Data on Finch-managed systems will be permanently deleted within 30 days of termination, with a certificate of destruction available upon request.
Finch shall indemnify and defend Customer against any third-party claim that the Platform infringes a valid U.S. patent or copyright, provided Customer gives prompt notice, cooperates in the defense, and grants Finch sole control of the defense and settlement.
Customer shall indemnify and defend Finch against any third-party claim arising from: (a) Customer's use of the Platform in violation of these Terms or applicable law; or (b) Customer Data.
These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware. Each party consents to the personal jurisdiction of such courts.
Entire Agreement. These Terms, together with the applicable Order Form and Privacy Policy, constitute the entire agreement between the parties concerning the subject matter hereof.
Amendments. Finch may update these Terms from time to time. Material changes will be communicated to Customer with at least 30 days' notice. Continued use of the Platform after such notice constitutes acceptance.
Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
Assignment. Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Force Majeure. Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, pandemic, or government action.
Notices. All notices shall be in writing and sent to the addresses specified in the Order Form or to legal@finch.io.
FINCH AI Inc.
Registered in the State of Delaware
legal@finch.io