1. Parties & Agreement

These Software Development Terms & Conditions (the “Agreement”) govern the provision of software development, consulting, integration, maintenance, and related services (collectively, the “Services”) by FinnyPi LLC (“FinnyPi”, “we”, “us”, or “our”) to the client identified in a proposal, estimate, statement of work, order form, or similar document referencing this Agreement (the “Client”, “you”, or “your”).

By requesting, purchasing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

2. Scope of Services

The specific scope, deliverables, timelines, and fees for a given engagement will be described in one or more written documents such as a proposal, estimate, or statement of work (each, an “SOW”).

In the event of any conflict between this Agreement and an SOW, the SOW will control only with respect to the conflicting terms for that particular engagement.

3. Client Responsibilities

You are responsible for providing accurate and complete information, access credentials, decisions, feedback, and approvals reasonably necessary for FinnyPi to perform the Services. You acknowledge that delays or inaccuracies on your part may affect timelines, costs, and deliverables.

You are solely responsible for:

• Backing up all data, content, and systems before and during the engagement.
• Ensuring you have all rights and permissions to any data, content, or systems you provide.
• Deciding how and when to deploy, enable, or rely upon any deliverable in a production environment.

4. No Legal, Financial, or Compliance Advice

FinnyPi does not provide legal, financial, tax, or regulatory compliance advice. Any information or recommendations provided as part of the Services are for general technical and operational purposes only. You are solely responsible for obtaining appropriate legal, accounting, and compliance advice relating to your use of any deliverables, integrations, workflows, or automations.

5. Intellectual Property

Unless otherwise specified in an SOW, upon full payment of all amounts due for the applicable engagement, FinnyPi grants you a non-exclusive, worldwide, irrevocable license to use, modify, and deploy the final deliverables created specifically for you as part of the Services for your internal business purposes.

Notwithstanding the foregoing, FinnyPi retains:

• All rights to any pre-existing tools, libraries, templates, frameworks, know-how, and reusable components (collectively, “FinnyPi Materials”), and
• The right to reuse, re-license, or repurpose any generalized concepts, patterns, or techniques developed in the course of performing the Services, provided we do not disclose your confidential information.

6. Third-Party Services & Dependencies

The Services may rely on or integrate with services, APIs, libraries, platforms, or infrastructure provided by third parties (collectively, “Third-Party Services”). Examples include, but are not limited to, cloud hosting providers, CRMs, payment processors, email gateways, AI APIs, and open-source libraries.

You acknowledge and agree that:

• FinnyPi does not control and is not responsible for the availability, performance, security, pricing, or terms of any Third-Party Services.
• Your use of Third-Party Services is subject to the applicable third-party terms, and you are solely responsible for maintaining any required accounts, licenses, or subscriptions.
• FinnyPi will not be liable for any outages, data loss, increased fees, changes in behavior, or other issues caused by Third-Party Services.

7. Confidentiality

Each party may receive non-public, confidential, or proprietary information from the other party (“Confidential Information”) in the course of the engagement. Each party agrees to use the other party’s Confidential Information solely for purposes of performing or receiving the Services and to take reasonable precautions to protect such information from unauthorized use or disclosure.

The foregoing obligations do not apply to information that is:

• Already publicly known without breach of this Agreement;
• Already in the receiving party’s possession without obligation of confidentiality;
• Independently developed without use of the disclosing party’s Confidential Information; or
• Required to be disclosed by law or court order (with reasonable prior notice, where permitted).

8. Testing, Acceptance & Change Requests

FinnyPi will use commercially reasonable efforts to deliver high-quality work and to collaborate with you in testing and refinement. Unless otherwise stated in an SOW, deliverables will be considered accepted upon the earlier of: (a) your written acceptance, (b) your deployment of the deliverable to any production environment, or (c) ten (10) business days after delivery if no written rejection specifying material issues is provided.

Any changes in scope, features, integrations, or requirements after an SOW is agreed may be treated as a change request and may require a separate estimate, additional fees, and revised timelines.

9. Warranties & Disclaimer of Warranties

FinnyPi will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry practices for similar services.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN APPLICABLE SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINNYPI LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, FINNYPI LLC DOES NOT WARRANT THAT ANY DELIVERABLE, INTEGRATION, WORKFLOW, OR AUTOMATION WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR SUITABLE FOR ANY PARTICULAR BUSINESS OUTCOME, NOR THAT IT WILL ENSURE YOUR COMPLIANCE WITH ANY LAW, REGULATION, OR INDUSTRY STANDARD.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FINNYPI LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR ANY DELIVERABLES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF FINNYPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINNYPI LLC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, AND ANY DELIVERABLES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO FINNYPI LLC FOR THE SPECIFIC SOW OR ENGAGEMENT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

You acknowledge that the fees charged by FinnyPi reflect this allocation of risk and limitation of liability, and that this Section is an essential basis of the bargain between the parties.

11. Indemnification

You agree to indemnify, defend, and hold harmless FinnyPi LLC and its owners, officers, directors, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:

• Your use or misuse of the Services or deliverables;
• Any content, data, or systems you provide or connect;
• Your violation of this Agreement or any applicable law; or
• Any claim that your data, content, or business processes infringe or misappropriate a third party’s rights.

12. Term & Termination

This Agreement will remain in effect for as long as FinnyPi is providing Services to you, unless earlier terminated as provided herein. Either party may terminate an SOW or this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice describing the breach.

Upon any termination:

• You will remain responsible for all fees incurred through the effective date of termination.
• FinnyPi may, at its discretion, provide a final export of in-scope deliverables in a reasonable format, provided all outstanding amounts have been paid.

13. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where FinnyPi LLC is organized, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be discussed in good faith by the parties with a view toward prompt, amicable resolution.

If the parties cannot resolve the dispute informally, the dispute shall be submitted to binding arbitration or the courts of competent jurisdiction, as specified in a separate SOW or engagement letter, or as otherwise mutually agreed in writing.

14. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor disputes, failure of Third-Party Services, or internet outages.

No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party. This Agreement, together with any applicable SOWs, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or understandings (written or oral) relating to such subject matter.