Hello and welcome to Francis! Francis provides our Customers with improved budgeting tools designed for business financial planning, including our innovative spreadsheet. In our Platform, a Customer can create and maintain financial plans as well as connect to other business applications to import data automatically.
(a) “Account” means an account created on the Francis Platform.
(b) “Customer” means the entity using our Services that employs or engages you.
(c) “User” means a user of our Services, whether an Admin User, Editor, or Viewer. A person may be an Admin User, Editor, or Viewer of different Content.
(d) “You” or “your” means you.
(e) “Francis”, “we”, “us” or “our” means Francis App Inc., a Delaware corporation.
(f) “Francis Comment Tool” means the communication system available through our Platform, including without limitation such messaging, video-conferencing, file-sharing, or other applications as we may from time to time make available, which may include third-party applications, that may from time to time allow Users to communicate with one another and certain third parties who are not Users.
(g) “Francis Platform” or “Platform” means our Website and related applications, including without limitation any mobile application that we may from time to time make available.
(h) “Services” means any software or services that we make available to you on the Francis Platform, as well as any offline services that we may provide to you.
(i) “Website” means https://www.francis.app/.
(j) “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning Financial Data and messages through the Francis Comment Tool. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Individual Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
(k) “Content” means any text content, notification, email, video, image or audio, or any other content or any combination thereof, in each case, that we make publicly available or which we permit you to access, whether created by us, you or a third party.
(l) “Individual Data” means any data that relates to any User’s use of our Services.
(m) “User Content” means any Content that any User provides to be made available through the Francis Platform, including without limitation any Account Information or Content submitted through Francis Comment Tool.
(i) “Billing and Payment Information” means a subset of User Content and any payment information related to a User or Customer uploaded onto the Platform.
(ii) “Financial Data” means a subset of User Content and is historical or expected financial performance data of the Customer, including P&L, balance sheet, salary, and cash flow information, whether created on the Platform, imported from other business applications or shared via spreadsheets such as Excel and Sheets.
(n) “Terms” mean these Terms of Service, which are a legally binding agreement that governs your access to our Services.
(a) PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND FRANCIS ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN SECTION 13 OF THESE TERMS.
(c) BY USING OUR SERVICES, INCLUDING OUR WEBSITE, YOU REPRESENT TO US THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND THAT YOU ARE AUTHORIZED BY THE APPLICABLE CUSTOMER TO ENTER INTO THESE TERMS ON THAT CUSTOMER’S BEHALF. Our Services are intended for use solely in North America, Western Europe, and Israel by residents of such markets, and we make no claims that our Services are appropriate for use outside of such markets.
(d) These Terms may have changed since your last visit. We reserve the right to revise these Terms in our sole discretion at any time and without prior notice to you other than by posting the revised Terms on our Website. Revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. Your continued use of our Services after a revised version of these Terms has been posted on our Website constitutes your binding acceptance of the revised Terms.
(a) Login Credentials. In order to use many of our Services, you may be required to create an Account by providing certain information. We may ask you to complete a registration form and create a username and password, or we may permit you to log in through a third-party application (your username, password for us, or for any third-party application, your “Login Credentials”). Upon creating an Account, we may generate a unique identification code (your “User ID”) associated with your Account and with Customer’s account. By default, the first User to establish an Account on our Services will be made an Admin User, but you can change the status of each User using functionality available on our Services. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your Account (including without limitation any financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.
(b) Account Information. During your registration, you shall give truthful information about yourself (such as name, email address, physical address, phone number, and payment account information) (collectively, together with the additional information referenced in Section 3(a), your “Account Information”). You represent, warrant, and covenant to us that your Account Information is and shall remain accurate and up-to-date, and you understand that you are responsible for ensuring that your Account Information is accurate and for keeping your Account Information up-to-date. We may contact you to verify your Account Information and may require you to provide additional information for purposes of fraud prevention and verifying your Account Information, which may include without limitation a copy of your driver’s license or work ID. We may suspend you from our Services if you do not provide such information within a reasonable period.
(c) Acknowledgement for You to Receive Communications. You hereby agree: (i) to receive communications, including emails, text messages, push notifications, mail, and telephone calls, that are related to our Services; that any communications from us may also include marketing materials from us or from third parties; and that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by emailing email@example.com or selecting to unsubscribe as may be provided in the applicable correspondence. In addition, if you create an Account, we may allow you to opt in to receive certain communications regarding certain Account activity (any such settings, “Notification Settings”). You may change any Notification Settings through your Account at any time.
Francis is a next-generation spreadsheet purpose-built for budgeting and enables various financial planning to be undertaken by a Customer. Our Platform allows a Customer to easily manage their budget, by allowing them to connect to their various business applications and compare budgets to actual expenditures. Our Platform also allows for communication between various departments while allowing for controlled access to certain data.
(a) User Types. Through our Platform, we enable functionalities to allow for use by different types of Users. Admin Users have a broad ability to change how other Users may interact with our Platform, so we suggest that you are careful in who you designate as an Admin User. If you have any concerns because someone was inappropriately designated as an Admin User, you may contact us at firstname.lastname@example.org. Admin Users should generally be trusted employees of Customers and familiar with the other business applications that you intend to connect to our Platform. Editors should also generally be employees of Customers and familiar with the kinds of outputs, whether budgets or analytical outputs, that may be of interest. We believe that Customers will probably want some Viewers to be employees, but may also consider designating certain third parties as Viewers of some Content, such as providing actual or potential investors, banks, or advisors with access to certain information through our Platform.
(b) APIs. To connect our Platform to any other business applications, the other business application must have a publicly available application programming interface (“API”). You are responsible for complying with any terms applicable to use any API with our Platform and for any configuration necessary to properly use any API.
(c) Communications; Francis Comment Tool. Our Services may also allow you to communicate with Admin Users, Editors, and Viewers. You understand that we are not responsible for any Content shared by any User, including without limitation the content of your communications through the Francis Comment Tool. However, if you would like to report a concern about communication, you may contact us at email@example.com.
(d) Fees. By using our Services, you agree to our Pricing Schedule, incorporated herein by reference and available on our Website at https://www.francis.app/pricing. As set forth at the foregoing URL, we may from time to time include promotional offers or trial offers to use our Platform.
(e) Billing. We may use a third-party payment service to bill you through an online account for your fees, as applicable, in lieu of directly processing your credit card information. By submitting your payment account information, you grant us the right to store and process your information with the third-party payment service, which may change from time to time; you agree that we will not be responsible for any failure of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions, and privacy policies of such third-party payment services in addition to these Terms. You agree that we may change the third-party payment service and move your information to other service providers that encrypt your information using transport layer security (TLS) or comparable security technology.
(f) Refunds. Other than as may be expressly set forth on our Platform as updated from time to time, we have no obligation to provide refunds or credits but may grant them in certain circumstances at our sole discretion.
(g) Change in Fees. Francis reserves the right to change its fees at any time. Users will be given at least forty-five (45) days' notice of any such proposed change in fees before such change in fees becomes effective.
(h) Referrals. Francis may engage distributors or other individuals or entities who may have been compensated or incentivized to speak on our behalf and/or refer you to our Platform. If you receive a referral from a third-party source, note that such an individual or entity may have been compensated by us for his or her statements.
(a) Modification of Services. We may change and update our Services at any time. We may add or remove features including without limitation making free Services paid Services and vice versa. We will endeavor to give you appropriate advance notice about any major changes, although you understand that we may stop, suspend or change our Services at any time without prior notice. If you do not like our Services or these Terms or would like to provide constructive feedback, please let us know by contacting us at firstname.lastname@example.org. We do not promise to make any changes that you suggest, and your sole remedy, if you are dissatisfied with our Services or these Terms, is that you may discontinue your use of our Services.
(b) Suspension of Services. We may alter, suspend or discontinue our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use our Services, you must have a computer with Internet access that can access our Website or a compatible mobile device enabled with any mobile application we may provide. You will be solely responsible for procuring any hardware, software, or other materials that are required or recommended for your use of our Services.
(c) Termination by Us. We may terminate your access to our Services, at our sole discretion, for any reason and at any time. If you have provided us with your email address, we will endeavor to provide electronic notice to you at such email address. You agree that we are not liable to you or any third party for any termination of your access to our Services.
(d) Termination by You. You may terminate these Terms at any time by ceasing to use our Services and, if applicable, by closing your Account. We may provide instructions on our Platform for how to close your Account and may update such instructions from time to time. Please follow such instructions if you would like to close your Account. If you would like to close your Account, you can also let us know by contacting us at email@example.com.
(e) Telecommunications. When using our Services, your telecommunications carrier’s normal rates and charges apply. Unless otherwise set forth in these Terms, we are not responsible for any charges you incur from your telecommunications carrier or otherwise as a result of the use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of any agreement with your telecommunications carrier.
(f) Survival of Terms. The following Sections of these Terms and any accrued obligations will survive any termination of these Terms: 5(f), 6(a), and 7-14, and any related definitions.
(a) Content, Individual Data, Suggestions.
i. Our Content. Subject to these Terms and any other agreement between you and us, we hereby grant you a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use Content that we make available through our Services, solely for your internal business purposes, and subject to any restrictions on certain types of Content set forth in these Terms. You understand that the Content that is posted on our Services is used by you at your own risk.
ii. Changes to Content. We reserve the right to make changes to any Content or descriptions of our Services without obligation to issue any notice of such changes.
iii. Rights in User Content Granted by You. You hereby grant to us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free, fully paid-up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display, and otherwise use your User Content, and you understand that we may allow any third party to use your User Content as well, except that we do not share Billing and Payment Information with any third party unless required for payment processing or obligated by applicable law, rule, or regulation.
iv. Your Responsibility for User Content. You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through our Services, nor any use of your User Content by Francis on or through our Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
v. Individual Data. You will own your Individual Data. You hereby grant us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free, fully paid-up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display, and otherwise use any Individual Data, and you understand that we may allow any third party to use such Individual Data.
vi. Unsolicited Feedback. We welcome your feedback, ideas, and suggestions (collectively, “Suggestions”). If you send us any Suggestions, including as permitted under Section 5(a) of these Terms, you agree that: (1) your Suggestion(s) become our property and you are not owed any compensation in exchange; (2) none of the Suggestion(s) contain confidential or proprietary information of any third party; (3) we may use or redistribute Suggestion(s) for any purpose and in any way; (4) there is no obligation for us to review your Suggestion(s); and (5) we have no obligation to keep any Suggestions confidential.
vii. Promotional Materials. Customer agrees that Francis may include statements, and may use the Customer’s name and logos, on Francis’ Website, commercial advertisements and promotional materials for the purpose of indicating that Customer is a user of the Platform. Customer may rescind such right by providing written notice and Francis will cease using Customer’s name and logos within a reasonable time after receipt of the written notice.
(b) Applications; License to Use.
i. License to Use. Subject to these Terms and any other agreement between you and us, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use any application we may offer on a compatible mobile device for your personal, non-commercial purposes and use of our Platform, in each case, solely in the manner enabled by us.
ii. Limitations; Revocation. Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the Website or a sale of a copy of any such application or our Website, and we retain all rights and interest in our Services. Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.
(c) No Implied Licenses. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on our Services.
(d) Copyright Infringement; DMCA Policy. If you believe that any materials on our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on our Website; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is 1130 Bedford Ave #1229, Brooklyn, NY, USA, Attention: Francis App Inc Copyright Agent. To protect the rights of copyright owners, we reserve the right to suspend your Account and/or other any User privileges, delete or disable content alleged to be infringing, and/or terminate the Account and/or other User privileges of a repeat infringer.
(g) Security. You acknowledge that our Services use the Internet for data transfer and Internet-connected servers to store Content and Individual Data. While we use commercially reasonable security measures for such servers, no security measures are entirely effective and Internet communications may have inherent insecurities. As such, we make no representations or warranties regarding the security offered in respect of our Services.
(a) General. As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or otherwise prohibited by these Terms. You further agree to comply with any other applicable terms and conditions of use set forth on our Services. We reserve the right, without prior notice to you and in our sole discretion, to terminate your access to our Services if we decide that your use violates these Terms, including for the reasons listed in this Section 7, or for any other reason.
(b) Prohibited Use; Unauthorized Access. You agree not, and will not permit any person or entity, to (i) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious or negligent manner when using our Services; (iii) act in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other party’s use of our Services; (iv) obtain or attempt to obtain any information through any means not intentionally made available through our Services; (v) obtain unauthorized access to any computer system through our Services; (vi) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any Content; (vii) introduce viruses, worms, Trojan horses and/or harmful code to our Services; and (viii) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of our Services or any Content. In the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession.
(c) Prohibited Content and User Activity. You agree that you will not, and will not authorize or facilitate any attempt by another person or organization to use our Services to: (i) transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (ii) use a name or language that we, in our sole discretion, deem offensive; (iii) post defamatory statements; (iv) post hateful or offensive Content or Content that disparages any ethnic, racial, sexual, gender, religious or other group; (v) post Content that depicts or advocates the use of illegal drugs; (vi) post Content that characterizes violence as acceptable, glamorous or desirable; (vii) post Content which infringes another’s copyright, trademark or trade secret; (viii) post unsolicited advertising or unlawfully promote products or services; (ix) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (x) promote, solicit or participate in any multi-level marketing or pyramid schemes; (xi) exploit children under 18 years of age; (xii) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (xiii) invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (xiv) solicit personal information from children under 13 years of age; (xv) create a false identity or impersonate another person or entity; or (xvi) encourage conduct that would constitute a criminal or civil offense. We reserve the right to consider other conduct to be prohibited. In addition, you acknowledge and agree that you will not post any content to any of our social media accounts that is any of items (i)–(xvi) above.
(d) Intellectual Property Infringement. You agree that the structure, organization, and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time-sharing, or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of our Services or any Content available through the foregoing; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services; or (iv) sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, you understand and acknowledge that all Content contained as part of our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
(a) The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third-party service providers used by us to provide some or all elements of the Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
(b) The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information.
(a) Third Party Service. Our Service may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended, or terminated at any time with no notice.
(c) Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers, or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Francis; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.
i. No Warranty. OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ii. Waiver of Liability. WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of Content or any third party’s use or distribution of Content. You hereby acknowledge and agree that Francis merely stores and hosts User Content but does not actively create User Content. Under no circumstances will Francis be liable for any claims that may arise from User Content, including without limitation claims for intellectual property infringement.
(b) Limitation of Liability.
iii. General. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY THIRD PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
iv. Limitation. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATEST OF (I) $100.00; OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, IN THE THEN-PRIOR TWELVE (12)-MONTH PERIOD.
v. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(c) Release. The primary use of our Services is financial forecasting and performance evaluation. To the extent, if any, that we serve as a communications platform among Users for purposes of communications during the editing of documents on our Platform, we do not take part in the interaction between or among Users. As a result of our limited involvement in the actual contact between or among Users, in the event that you have a dispute with any Users, you hereby release us, and our officers, directors, employees, agents, investors, subsidiaries, and contractors from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We expressly disclaim any liability or claims that may arise between or among Users of our Services. You waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or she must have materially affected his or her settlement with the debtor.” You hereby waive any other similar provision of applicable law that applies to you.
(d) Indemnification. By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees, and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your provision of any Content, (ii) your use of our Services and/or (iii) any user or other third party’s use of any Content that you submit via our Services. At our option, you agree to defend us from any Claims.
(e) Waiver of Rights. Francis’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of Francis.
(f) Successors and Assigns; Binding Effect. You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees, and permitted assigns.
(g) Independent Contractor Status. We and you are independent contractors and are not partners, joint venturers, agents, employees, or representatives of each other.
Dispute Resolutions. These Terms, and any dispute between you and us, shall be governed by the laws of New York without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction other than New York General Obligations Laws 5-1401 and 5-1402, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that this Section 12 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Arbitration Procedures or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the State of New York except that you or we are permitted (a) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure and if such court is located in the United States of America; (b) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.
(c) Opt-out. You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your Francis Account, if applicable, to which the opt-out applies, and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out: Francis App Inc. ATTN: Arbitration Out-Out, Services is 1130 Bedford Ave #1229, Brooklyn, NY, USA
(d) Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Procedures (other than a change to any notice address or Website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
(e) Survival. In accordance with Section 5 (Scope of Service; Modifying and Terminating Service), this Section 13(e) (Agreement to Arbitrate; Waiver of Class Action) will survive the termination of your relationship with us.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.
Last Updated: Aug 10th, 2023