Terms of Service

Welcome to Finnalby! We are glad you are joining us and our family of entrepreneurs. Finnalby LLC ("Finnalby") is often described as an online marketplace, yet it differs from a conventional “retailer.” Rather, Finnalby serves as a platform connecting Wholesale Sellers and Resellers, and Retail Sellers and Buyers through its websites, Apps, and Social Media Sites. Finnalby does not participate in transactions between these parties, nor does it facilitate legal transfer of ownership for items. Consequently, Finnalby has no control over the products advertised, Sellers’ capacity to sell items, or Buyers’ ability to make payments.

Definitions

Terms of Service (Terms) Finnalby (our, us, we, Finnalby) Members (an entity that is accepted by Finnalby and that completes the application registration process according to the Account Registration Procedure). Visitor and Members to our Site, App and Services (you, your) Website (Site) Mobile Application (App) Social Media Sites (Services) Collective (Finnalby Content and Member Content Jointly) Content (Any text, images, graphics, music, software, audio, video, or any other materials) Stripe Third Party Payment Provider (Third party Payment Provider) Finnalby Entities (Collectively Finnalby Entities is Finnalby and its parent, subsidiaries, affiliates, owners, members, licensors, partners, successors, assigns, and service providers, and their respective owners, officers, directors, employees, agents, contractors, third-party content providers, and representatives)

These Terms govern your access to and use of the Services and Collective Content forming a binding legal agreement between you and Finnalby. You must be at least 18 years of age to use the Site and Services.

This contract sets out your rights and responsibilities when you use our Services provided by Finnalby, so please read it carefully. By using any of our Services (even just browsing any of our websites, apps or social sites), you’re agreeing to the Terms. If you don’t agree with the Terms, you may not use our Services.

AGAIN, PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SITE OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE OR SERVICES.

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF THE “ARBITRATION; JURY WAIVER; CLASS ACTION WAIVER” SECTION BELOW.

Additional policies, terms, and conditions (collectively, "Additional Terms"), which may include, but are not limited to, site usage or service fees, may apply to specific Services, areas of the Site, or certain content or transactions (such as the Finnalby Rewards Terms of Use, governing participation in the Finnalby Rewards program). These Additional Terms can be found in the relevant sections of the Site and, along with these Terms, the Wholesaler Terms of Service, the Reseller Terms of Service, the Retail Seller Terms of Service, the Buyer Terms of Service, and the Privacy Policy, regulate your access to and use of the respective Services, content, transactions, or Site areas. These Additional Terms are integrated into these Terms. In case of any inconsistency between these Terms and the Additional Terms, the latter will take precedence with regard to the applicable Service, content, transaction, or area of the Site.

KINDLY READ THESE TERMS, OUR PRIVACY POLICY, THE RETAIL SELLER TERMS OF SERVICE, THE BUYER TERMS OF SERVICE, THE RESELLER TERMS OF SERVICE AND WHOLESALE SELLER TERMS OF SERVICE, THE ANTI-DISCRIMINATION POLICY, THE INTELLECTUAL PROPERTY POLICY, THE AFFILIATES POLICY, THE INFORMATION REQUEST POLICY, THE FINNALBY REWARDS TERMS OF SERVICE POLICY, AND THE OTHER GENERAL POLICIES, ALL OF WHICH ARE INCORPORATED INTO THESE TERMS BY REFERENCE AND DICTATE YOUR ACCESS TO AND USE OF THE SERVICES. THE SERVICES ARE SOLELY OFFERED AND AVAILABLE TO USERS AGED 18 AND ABOVE. BY USING THE SERVICES, YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING CONTRACT WITH FINNABLY AND MEET THE AFOREMENTIONED ELIGIBILITY CRITERIA. IF YOU DO NOT SATISFY THESE REQUIREMENTS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES. IF YOU ARE ENTERING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU AFFIRM THAT YOU POSSESS THE AUTHORITY TO BIND THAT PARTY TO THESE TERMS, IN WHICH CASE "YOU" AND "YOUR" WILL REFER TO AND APPLY TO THAT PARTY.

Modification of Terms

Finnalby reserves the right, in our sole discretion, to modify, suspend, discontinue, or terminate the Services or any content, feature, or material we provide thereon, or to modify these Terms at any time and without prior notice. We have no obligation to update any information thereon. We will not be liable if, for any reason, all or any part of the Services is unavailable at any time or for any period. Occasionally, we may restrict access to some or all parts of the Services for users, including Members. You agree that it is your sole responsibility to monitor changes to our Services. If we modify these Terms, we will post the modification on the Site or via the Application and/or provide you with notice of the modification. The date these Terms were last updated is set forth at the bottom of this page. All changes are effective immediately and apply to all access to and use of the Site and Services thereafter. By continuing to access or use the Services thereafter, you indicate that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to stop using the Services.

Ownership

The Site, the Services, and the Content are owned by Finnalby and its licensors and are protected under copyright, trademark, and other applicable United States and International laws and treaties. Excluding your Member Content, all intellectual property is owned by Finnalby. Other than expressly stated herein, there are no implied licenses granted under these Terms. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Collective Content. You acknowledge and agree that Finnalby is and shall remain the sole owner of the Site and the Content (except User Content, as defined below), including all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto.

Rights We Grant You:

Subject to the terms and conditions of these Terms, Finnalby grants you:

(a) a non-transferable, non-exclusive, revocable limited license, with no right to sublicense, to use and access the Services, and to view any Collective Content to which you are permitted access solely for the purposes set forth in these Terms; and

(b) a non-transferable, non-exclusive, revocable limited license to download and install a copy of the Application on your device solely in connection with your use of the Services.

Restrictions of Such Rights

Unless otherwise stated, the rights granted herein are subject to the following restrictions:

(a) you must not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Collective Content;

(b) you must not copy, reproduce, disseminate, distribute, modify, adapt, create derivative works of, publicly display, publicly perform, stream, broadcast, republish, download, disassemble, reverse compile, reverse engineer, store, post, or transmit any material or content on our Services; and

(c) you must not interfere with or circumvent any feature of the Services, including any security or access control mechanism, in whole or in part, except as permitted in these Terms.

Except as explicitly granted in these Terms, no licenses or rights are granted to you, whether by implication or otherwise, under any intellectual property rights owned or controlled by Finnalby, its licensors, or others. If you violate any of the rights of Finnalby, its licensors, or others, your right to use the Services will cease immediately, and you must, at our discretion, return or destroy any copies of the materials you have made.

Rights You Grant Us as A Member

To fully utilize the Finnalby Services, Members can supply or make their Member Content available for use in connection with the Services. For these purposes, you grant us a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, and publicly perform (through any necessary means) such Member Content on, through, or by means of the Services and/or any of Finnalby's advertising, marketing, publicity, or other initiatives or events. Finnalby does not claim ownership rights in any Member Content, and nothing in these Terms will be considered to limit any rights that you may have to use and exploit your Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Services. As a result, you represent and warrant that: (a) you are either the sole and exclusive owner of all such Member Content, or you have all rights, licenses, consents, and releases necessary to grant Finnalby the rights in such Member Content as contemplated under these Terms; and (b) neither the Member Content nor any part of it, nor your posting, uploading, publication, submission, or transmission of the Member Content, or Finnalby's use of the Member Content (or any part of it) on, through, or by means of the Services and/or third-party platforms, will infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or contain libelous, misleading, or otherwise unlawful, abusive, harassing, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree not to use a false email address, impersonate someone else, or otherwise mislead us or third parties regarding the origin of any posts. You are solely responsible for the accuracy of any Member Content you create. Finnalby bears no responsibility and assumes no liability for any Member Content posted by you or any third party, and you agree to indemnify Finnalby per the terms of the Indemnification section herein.

Access Services as a Member

To access specific features of the Services and post any Member Content thereon, you must register to create an account ("Account") and become a Member. Finnalby offers four types of Accounts for its Members:

1. “Buyer Account” (“Consumer”) who purchase goods through the Services to consume the product for themselves or others.
2. "Retail Seller Account" for Sellers who sell to Buyers (“Consumer”) for use of consumption.
3. “Wholesale Seller Account” for Sellers who sell to Resellers for the sole purpose of resale.
4. "Reseller Account" for Buyers who offer to sell and/or sell their goods to consumers through Finnalby Services or other Sites and Services.

Each type of Account may provide access to different aspects of the Finnalby Services.

Account Registration Process:

You can register directly through the Site or Application. During registration, you will need to provide specific information (based on the type of Account) and create a username and password. You agree that all information you provide for Account registration (and/or any subsequent activities or interactions with us and the Services), including the use of any interactive features on the Services, is governed by our Privacy Policy. You consent to all actions we take regarding your information or the information you provide, consistent with our Privacy Policy.

You agree to supply accurate, up-to-date, and complete information during the registration process and to update this information to maintain its accuracy, currency, and completeness. We reserve the right to temporarily suspend or permanently terminate your Account if any information provided during registration or thereafter is found to be inaccurate, outdated, or incomplete. You are responsible for protecting your password and agree not to disclose it to any third party. You agree that you are solely responsible for any activities or actions under your Account, whether authorized or not. You must immediately notify us of any unauthorized use of your Account or any other breach of security. Finnalby is not liable for any loss or damage you incur due to your failure to protect your username or password. We have the right to disable any username, password, or other identifier, chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if we believe you have violated any provision of these Terms.

Account Types

Buyer Account: To purchase goods through the Services as a Buyer (Consumer), you must create a free Buyer Account. When signing up as a Buyer, you will need to provide standard information like your first and last name, email address, and other details. Before making your first purchase as a Buyer, you may be asked to provide additional information, such as payment method details, address information, supporting documentation, and any other information required by Finnalby. Further details on the information collected can be found in our Privacy Policy. Your use of the Services as a Buyer is subject to the Buyer Terms of Service.

Retail Seller Account: To sell goods through the Services as a Retail Seller, you must apply to Finnalby and receive approval. Both the application process and the Retail Seller Account are free of charge. The application requires basic information about you and your products. If approved as a Retail Seller on Finnalby, you will need to submit additional information, such as your business details, fund deposit locations from product sales, and relevant tax documentation (e.g., SSN, EIN, W-8, etc.). Further details on the information collected can be found in our Privacy Policy. Please note that your use of the Services as a Retail Seller is subject to the Retail Seller Terms of Service.

Wholesale Seller Account: To sell goods through the Services as a Wholesale Seller, you must apply to Finnalby and receive approval. Both the application process and Wholesale Seller Account are free of charge to you. The application requires basic information about you, your company, and your products. If approved as a Wholesale Seller with Finnalby, you will need to submit additional information, such as your business details, fund deposit locations from product sales, and relevant tax documentation (e.g., EIN, W-8, etc.). Further details on the information collected can be found in our Privacy Policy. Please note that your use of the Services as a Wholesale Seller is subject to the Wholesale Seller Terms of Service.

Reseller Account: To purchase goods through the Services as a Reseller, you must create a free Reseller Account. When signing up as a Reseller, you will need to provide standard information like your first and last name, store type, email address, and other business details. Before making your first purchase as a Reseller, you may be asked to provide additional information, such as payment method details, Reseller ID number, supporting documentation, and any other information required by Finnalby. Further details on the information collected can be found in our Privacy Policy. Your use of the Services as a Reseller is subject to the Reseller Terms of Service.

By applying for an Account as a Retail Seller, Wholesale Seller, or a Reseller, you acknowledge and agree that you authorize Finnalby and its designated agents to access your personal and business credit history, including obtaining a consumer credit report, to evaluate your eligibility for a line of credit with Finnalby. You also understand that credit inquiries may impact your credit score. Reseller Accounts will convert to Retail Seller Accounts.

By providing payment details during your Account registration and/or when purchasing goods, you agree to pay for the items purchased, any applicable taxes, and other fees that may accrue. You authorize us to charge the payment method with the information you have provided and/or credit the payment method to make adjustments, if necessary. We reserve the right to correct any pricing errors. Both we, the Retail Seller, the Reseller, and the Wholesale Seller have the right to refuse any order.

Social Media Linked Accounts

As a Retail Seller Account, a Reseller Account, or a Wholesale Seller Account, you can link your social media accounts to your store (collectively, "Social Media Accounts"). If so, you agree to the following:

(a). You represent that you have the authority to grant Finnalby access to, or otherwise make available, your Social Media Accounts and their content for the purposes described herein, without breaching any of the terms and conditions governing your use of the relevant Social Media Account; and

(b). You will not require Finnalby to pay any fees or subjecting us to any usage limitations imposed by the social media service providers.

Disclosure: Depending on the Social Media Accounts you select and the privacy settings you have established in those accounts, personally identifiable information you post to your Social Media Accounts may be accessible on and through your Account on the Services.

Some features on the Site or Services may allow members to submit, upload, post, share, display, or transmit content to other users ("post") through user-generated content ("User Content") and engage with others via user comment sections, Finnalby Forum boards, direct chat, our blog, and other similar user-to-user areas. You are prohibited from posting any User Content that:

(a) is illegal, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy rights or right of publicity, or generally objectionable;

(b) promotes or constitutes sexually explicit or pornographic material, violence, or discrimination based on race, sex, gender identification, religion, nationality, disability, sexual orientation, or age;

(c) includes any material that could result in civil or criminal liability under applicable laws, rules, or regulations, or that conflicts with these Terms;

(d) infringes upon, misappropriates, or otherwise violates any intellectual property rights or other rights of a third party;

(e) encourages or constitutes criminal behavior;

(f) contains false, misleading, fraudulent, or deceptive claims or content;

(g). gives the impression of being endorsed by or originating from Finnalby or any other person or entity when that is not the case; or

(h). contains viruses, malware, spyware, or any other harmful content or code.

If a Social Media Account or associated service becomes unavailable for any reason, the Social Media Account Content previously accessible through that account will no longer be available on and through the Services. You can unlink your Account and your Social Media Accounts at any time by contacting us.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SOCIAL MEDIA SERVICE PROVIDERS ASSOCIATED WITH YOUR SOCIAL MEDIA ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH PROVIDERS. Finnalby does not review any Social Media Account Content for accuracy, legality, or non-infringement, and we are not responsible for any Social Media Account Content. However, Finnalby may, at any time and without prior notice, screen, remove, disable, or block any Social Media Account Content that, in Finnalby's sole judgment, violates these Terms or is otherwise objectionable.

Feedback

We appreciate and encourage your feedback, comments, and suggestions for improvements to the Services at Finnalby ("Feedback"). You acknowledge and agree that if you submit any Feedback to us (through any communication channel), you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

Posted Information Dependance

The information available on or through the Services is provided solely for general informational purposes. We do not guarantee the accuracy, completeness, or usefulness of this information. The Services include content from third parties, such as materials provided by other users, Members, bloggers, and third-party licensors. All statements and opinions expressed in these materials, along with all articles, responses to questions, and other Content, except for the Content provided by Finnalby, are solely the opinions and responsibility of the person or entity supplying those materials. These materials may not necessarily represent Finnalby's views.

Members, Influencers, & Bloggers may advertise and offer goods and services, through the Site or Services including food and other perishable items. Finnalby is not responsible for examining or evaluating the offerings of these third parties and makes no warranties regarding them. Finnalby assumes no responsibility or liability for the actions, products, and content of these and other third parties. The representations made about products and services provided by third parties will be governed by the policies and representations of these third parties. Finnalby is neither responsible for nor liable to you or any third party for the content or accuracy of any materials supplied by third parties. Any reliance on such information is entirely at your own risk. We disclaim all liability and responsibility resulting from any reliance on such materials by you or any other visitor to the Site or user of the Services, or by anyone who may be informed of its contents.

Links to Third Party Websites

The Services may feature links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for:

1. the availability or accuracy of such websites or resources, or
2. the Content, products, or services accessible on or from such websites or resources.
3. The inclusion of such links does not imply Finnalby's endorsement of the websites, resources, or the Content, products, or services available from them.
4. You acknowledge sole responsibility for and assume all risks arising from your use of any such websites, resources, Content, products, or services. Additionally,

These third-party beneficiaries are not parties to these Terms and are not responsible for providing or supporting the Services in any way. Your access to the Services using these applications or devices is subject to the terms set forth in their respective terms of service and privacy policies.

Apple Inc. ("Apple") and Alphabet, Inc. (“Google”) will be third-party beneficiaries to these Terms if you access the Services using applications designed for Apple iOS or Android, respectively.

Apple IOS Device Users Only

This section applies only if you are using our mobile Application on an iOS device. You acknowledge that these Terms are between you and Finnalby, not Apple, and that Apple is not responsible for the Services or their content. Apple has no obligation to provide maintenance or support services for the Services. If the Services fail to conform to any applicable warranty, you may notify Apple, and Apple may refund any applicable purchase price for the mobile application to you; beyond this, Apple has no other warranty obligations concerning the Services. Apple is not responsible for addressing any claims you or any third party may have relating to the Services or your possession and/or use of the Services, including:

(a) product liability claims;

(b) claims that the Services do not comply with any applicable legal or regulatory requirements; or

(c) claims arising under consumer protection or similar legislation.

Apple is not responsible for investigating, defending, settling, or discharging any third-party claim that the Services and/or your possession and use of the Services infringe on a third party's intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

Prohibited Actions

As a Member you agree to abide by the following Terms of Use:

Unless otherwise specified in the Terms of Service, you agree to not to engage in any of the following activities:

• Copying, downloading, storing the Content in a retrieval system for any other purpose, or redistribute, reuse, or modify the Content for any purpose without the express written permission of Finnalby;
• Collecting information from the Site using automated software tools or manually collecting on a large scale;
• Using automated means to access the Site or gain unauthorized access to the Site, Services, or any account or computer system connected to the Site;
• Attempting to gain access to areas of the Site, Services, or our systems that are not meant for your access;
• Flooding the Site with requests or otherwise overburdening, disrupting or harming the Site, Services or our systems;
• Sending bulk mails, surveys, or other mass messaging, whether commercial or not;
• Providing or using Finnalby to provide any content or service in a commercial manner, or in any manner involving junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising or commerce;
• Using the Site or Services to promote or operate any service or content without Finnalby’s prior written consent;
• Restricting or inhibiting other users from accessing or using the Site or Services;
• Modifying or deleting any copyright, trademark, or other proprietary rights notices which appear on the Site, in the Services, or in the Content; and
• Accessing or using the Site, Services, or any Content for unlawful purposes or beyond the scope of the rights granted to you in these Terms of Use in effect at the time.

Finnalby reserves the right to investigate and prosecute violations of any of the above to the fullest extent allowed by law. Finnalby may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Finnalby has no obligation to monitor your access to or use of the Services or Collective Content, or to review or edit any Collective Content, but retains the right to do so for the purpose of operating the Services, ensuring your compliance with these Terms, investigating a complaint, or complying with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Finnalby reserves the right, at any time and without prior notice, to remove or disable access to any Member Content or Collective Content that Finnalby, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Services. Finnalby also reserves the right to fully cooperate with law enforcement, and to involve and share information with law enforcement, governmental agencies, or other oversight bodies if Finnalby suspects illegal activity may be occurring.

Privacy Policy

Registration data and other personally identifiable information that the Site may collect are governed by the Finnalby Privacy Policy. By visiting or utilizing the Services, you agree to the terms and conditions of the Privacy Policy and all actions taken by us in accordance with it.

Phone Policy and Text Messages

Finnalby, or those acting on Finnalby's behalf, may contact you via phone or text message (including through the use of an automatic telephone dialing system) at the phone numbers you have provided to us. These messages may include operational messages about your use of the Service.

1. You understand that consenting to communications is not a requirement for purchasing any property, goods, or services.
2. You can opt out of receiving phone calls or text messages from us at any time by texting the word "STOP" in response to a text message received from us using the mobile device receiving the messages. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request.
3. Opting out of receiving operational text messages may affect the functionality of the Services.
4. Standard data and message rates may apply when you send or receive such messages, as specified by your carrier.

Intellectual Property Infringement

Finnalby values intellectual property rights and expects its users to respect them as well. In appropriate circumstances, Finnalby has a policy to terminate Members or other account holders who infringe upon or are believed to infringe upon the intellectual property rights of others. See Finnalby's Intellectual Property Policy.

Color and Appearance of Products

The product may differ from the actual color or appearance of what you see on the Website due to the computer system or the mobile device you are using. We do not guarantee any certain color, detail or texture of actual items you see when viewing the Sites.

Confidential or Proprietary Items

Finnalby does not accept any ideas or information that users consider confidential or proprietary. Except for personal information as explicitly outlined in our Privacy Policy, all comments, ideas, drawings, concepts, suggestions, or other information or materials disclosed or offered to us by you via the Site or Services or in response to solicitations on the Site will be considered non-confidential and non-proprietary.

Suspension and Termination Policy

Finnalby has the right to deny access to, and to suspend or terminate your access to, the Site or the Services, or to any features or portions thereof, at any time and for any reason, including if you breach any of these Terms. If Finnalby terminates these Terms due to breach, you will remain liable for any outstanding amounts. You can cancel your account at any time by contacting us at customerservice@finnalby.com

Refund Policy

All sales of custom-made or personalized items are deemed final. Please refer to Finnalby Returns and Cancellation Policy.

Indemnification

You agree to indemnify, defend, and hold Finnalby and its parent, subsidiaries, affiliates, owners, members, licensors, partners, successors, assigns, and service providers, and their respective owners, officers, directors, employees, agents, contractors, third-party content providers, and representatives (collectively, the "Finnalby Entities") harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, expenses or fees (including reasonable legal and accounting fees) arising out of or resulting from your use of the Site, the Services, or any Content, or any violation of these Terms or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event, you agree to cooperate with us in defending such action. You agree not to settle any such matter without the prior written consent of Finnalby.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. IN NO EVENT WILL THE FINNALBY ENTITIES AND AFFILIATES, NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING,OR DELIVERING THE SITE, SERVICES, APPLICATION, OR COLLECTIVE CONTENT, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OR MEMBERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, BREACH OF CONTRACT, OR ANY OTHER LEGAL THEORY OR OTHERWISE, EVEN IF FORESEEABLE.

FINNALBY ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THESE TERMS OF USE OR THE SITE, OR ANY SERVICES OR CONTENT, IS LIMITED TO THE LESSER OF (a) THE AMOUNT PAID, IF ANY, BY YOU TO FINNABLY IN CONNECTION WITH THE SITE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (b) $100.00 USD WHICHEVER IS LESS. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS OF USE FAIL IN THEIR ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN FINNALBY AND YOU SET FORTH ABOVE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Governing Law and Jurisdiction

Any dispute arising from these Terms or your access to or use of the Site, Services, or Collective Content in any way shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts located in the Southern District of Florida and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Communication and Notices

Any notices or other communications permitted or required under these Terms, including those regarding modifications to these Terms, will be in writing and given:

(a) by Finnalby via email (in each case to the primary account email address you provide);

(b) by posting on the Site; or

(c) through the Application.

For any notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Assignment of Terms

You may not assign or transfer these Terms, by operation of law or otherwise, without Finnalby's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and have no effect. Finnalby may assign or transfer these Terms in its sole discretion without restriction. Subject to the foregoing, these Terms will bind and ensure to the benefit of Finnalby, its successors and permitted assigns.

Arbitration; Jury Waiver; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY, AS IT SIGNIFICANTLY IMPACTS YOUR RIGHTS. It provides for the resolution of most disputes through individual arbitration instead of trial courts and class actions. This "Arbitration; Jury Waiver; Class Action Waiver" section remains in effect even if these Terms expire or are terminated earlier.

Informal Dispute Resolution. As a prerequisite to initiating any arbitration or other action against the other party, both you and Finnalby agree to the following dispute resolution procedure: In the event of any controversy, arising out of or relating to these Terms, their breech, termination, enforcement, interpretation, or validity, or the use of the Site, the Services or the Content (Collectively, “Claim”) will be resolved through binding arbitration. However, the party asserting the Claim must first attempt in good faith to resolve the Claim by providing written notice, sent via first-class or registered mail, to the other party. This notice should describe the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days to respond to or settle the Claim.

Notices must be sent as follows:

• If to Finnalby: Finnalby, LLC, Attn: Legal/Compliance, PO Box 70464, Oakland Park, FL 33307, with a copy emailed to legal@finnalby.com
• If to Member: to your last-used billing address or the billing and/or shipping address listed in your Member account

Each party retains the right to: (a) bring an individual action in small claims court; (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (c) pursue an enforcement action through the applicable federal, state, or local agency, if available; and (d) seek injunctive relief in a court of law to aid arbitration. YOU ACKNOWLEDGE AND AGREE THAT YOU AND FINNALBY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Additionally, unless both you and Finnalby agree in writing, the arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. If this specific paragraph is deemed unenforceable, then the entire "Arbitration; Jury Waiver; Class Action Waiver" section will be considered void. Except as provided in the preceding sentence, this "Arbitration; Jury Waiver; Class Action Waiver" section will survive any termination of these Terms.

Arbitration Rules and Applicable Law. The arbitration will be administered by the American Arbitration Association ("AAA") following the Commercial Arbitration Rules (the "AAA Rules") in effect at the time, except as modified by this "Dispute Resolution" section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.

Arbitration Location and Procedure. Unless you and Finnalby agree otherwise, the arbitration will take place in Broward County Florida. If your claim does not exceed $10,000 USD, the arbitration will be based solely on the documents you and Finnalby submit to the arbitrator, unless you request a hearing, or the arbitrator determines a hearing is necessary. If your claim exceeds $10,000 USD, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator has the discretion to direct a reasonable exchange of information between the parties.

Arbitration Process - A party wishing to initiate arbitration must provide the other party with a written Demand for Arbitration, as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced attorney (with 15+ years of practice) licensed to practice law in the state of Florida.

Arbitrator's Decision - The arbitrator will issue an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which they based the award. Judgment on the arbitration award may be entered in any court with jurisdiction. The arbitrator's award of damages must be consistent, to the extent permitted by law, with the terms of the "Limitation of Liability" section above regarding the types and amounts of damages for which a party may be held liable.

Fees - Your obligation to pay any AAA filing, administrative, and arbitrator fees will be solely as outlined in the AAA Rules. If applicable arbitration rules or laws necessitate that we cover a larger portion or all of such fees and costs for this Dispute Resolution provision to be enforceable, we reserve the right to choose to pay the fees and costs and proceed with arbitration.

Changes - Despite the provisions of the "Modification" section above, if Finnalby alters this "Arbitration; Jury Waiver; Class Action Waiver" section after the date you initially accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by contacting us) within 30 days of the date the change became effective, as indicated in the "Last Updated Date" below or in the date of Finnalby's email informing you of the change. By rejecting any change, you agree to arbitrate any Dispute between you and Finnalby according to the arbitration provisions of this "Arbitration; Jury Waiver; Class Action Waiver" section (regardless of the title) as of the date you first accepted these Terms or accepted any subsequent changes to these Terms.

Disclaimer

The Site, Services, and Content are provided to you on an "as is'' and "as available" basis, without warranties of any kind. Finnalby disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Finnalby Entities do not make any warranty or representation regarding the completeness, security, reliability, quality, accuracy, or availability of the Site, Services, or any Collective Content. They also do not represent or warrant that defects will be corrected, that the Site, Services, Collective Content, or the servers that make them available are free of viruses or other harmful components, or that the Site, Services, or the Collective Content will otherwise meet your needs or expectations. As a result, the Finnalby Entities are not liable for any loss or damage that might arise, for example, from the Site's inoperability, unavailability, or security vulnerabilities, or from your reliance on the quality, accuracy, or reliability of the business listings, ratings, reviews (including their content, order, and display), or other information found on, used on, or made available through the Site or Services.

If you are dissatisfied with the Site or the Services, your sole and exclusive right and remedy is to terminate your account (if any) and discontinue your access to and use of the Site.

The Finnalby Entities make no claims or promises with respect to any third party, such as the businesses or advertisers listed on the Site or the Site's users. Consequently, the Finnalby Entities are not liable for any loss or damage that might arise from their actions or omissions, including, for example, if another user or business misuses your content, identity, or personal information, or if you have a negative experience with one of the businesses or advertisers listed or featured on the Site.

Finnalby retains all of its rights, including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights that Finnalby may have in the Site, the Content, and goods and Services provided on or through the Site. Except as specified in these Terms, the use of Finnalby's rights and property necessitates Finnalby's prior written consent. By offering services to you, Finnalby is not granting you any implied or express licenses or rights, and you will not have any rights to engage in any commercial use of the Site or Services without Finnalby's prior written approval.

Finnalby reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Site or any part of it (including any Services or Content) at any time. You agree that Finnalby will not be liable to you or any third party for any such changes, suspensions, or discontinuations.

Entire Agreement

These Terms represent the complete and exclusive understanding and agreement between Finnalby and you concerning the Services and Collective Content. These Terms supersede and replace any prior oral or written understandings or agreements between Finnalby and you regarding the Services and Collective Content.

Updated 8/24/2023