Terms and Conditions

1.1. “finshield.net Software” means the most recent, generally available version and release of the finshield.net application for the purpose of searching politically exposed persons and subjects having ties to money laundering and terrorism financing, and any user guides and other documentation.

1.2. “Content” means all text, images, likenesses, audio, video or other perceptible materials, in any form or format, used or useful in the creation of digital profiles, digital pages, or templates for the foregoing.

1.3. “Service” or “Services” means the services described in this Agreement.  The Services shall include providing the Client, via the Internet, access to and use of the finshield.net Software and Data hosted on a finshield.net server either on trial or on a fee basis.

2.1.   finshield.net grants to the Client a non-exclusive license to use the Services as set forth in this Agreement.

2.2.   finshield.net agrees to provide the Services in accordance with this Agreement.  finshield.net agrees that it shall (a) make the Services available twenty-four hours a day, seven days per week, except for regularly scheduled downtime of which the Client have advance written notice; and (b) to take all commercially reasonable precautions to prevent security breaches, denial-of-service attacks, and virus infection on its servers from access, use or interruption by unauthorized persons.  finshield.net shall provide the Services in accordance with all applicable local, state, national and international laws and regulations.  finshield.net shall promptly correct any failures of the Services to operate correctly and in accordance with the Documentation which are reported to finshield.net by the Client.

2.3.   finshield.net warrants and represents that the finshield.net Software allows the Client to search for politically exposed persons and subjects having ties to money laundering and terrorism financing from the most recent version of a web browser able to read a HTML file accessed via the internet on an end user’s computer.  finshield.net does not currently support access via smart phone or tablet.  A “profile” is the data displayed on screen about a person, a business, an organization or a vessel.  Search for Profile is executed manually by entering the entire name or portion of a name in the designated search box of finshield.net.  finshield.net provides with closest match resulting from search.  It is the sole responsibility of Client to review profiles suggested by finshield.net and ascertain if there is a correlation between the data provided by the finshield.net and the name investigated by Client.

2.4.   finshield.net shall provide a Knowledgebase providing instructions pertaining to operating the Services. Upon request, additional support may be available for a fee.

3.1.   The Client agrees to pay in advance either a monthly, quarterly, semi-annual or yearly Subscription fee to finshield.net as per Plan selected by Client during Sign-up or as per subsequent modifications of Plan consequent to an upgrade or downgrade of Services.  The fee recurs on anniversary of initial Sign-up date and is billed in accordance to duration and rate of Active Plan selected by Client.  When a Plan is upgraded or downgraded during a billing cycle, Client is charged a prorated fee adjusted to number of days under previous Plan plus the remaining period at current Plan fee.  Client authorizes finshield.net to debit Client credit or debit card each month on the Sign-up anniversary date of this agreement for upcoming Services fee.   If Client pays fee by check or wire transfer finshield.net activates Client account only upon finshield.net banking institution confirms the payment.  The selected Plan fee includes all licenses and services fee, and the right to receive all updates and enhancements to the finshield.net Software free of charge for the duration of this Agreement.

3.2.   The selected Plan fee allows the client to perform an unlimited number of single queries manually.  It’s strictly prohibited to hack , attach to a browser or direct to finshield.net server any routine or script that would automate the search process.

3.3.   The selected Plan fee allows for one user only per credential (user name and password).  Credential cannot not be shared or used by any other person than the individual named on the subscription form.

4.1.  As between the Client and finshield.net, the Client Content shall be and remain the sole and exclusive property of the Client, including, without limitation, all worldwide copyrights, trademarks, patents, trade secrets, and any other proprietary rights.  Nothing in this Agreement shall be construed to grant finshield.net any ownership right in, or license to, the Client Content, except as solely for use in connection with Search Services and solely for the Client.

4.2.  Subject to the Client’ ownership of Client Content, all materials, including, but not limited to, any computer software (in object code and source code form), script, programming code, data or information provided by finshield.net or its suppliers under this Agreement, and any trade secrets, know-how, methodologies and processes related to finshield.net’s products or services, shall remain the sole and exclusive property of finshield.net or its suppliers, including without limitation, all copyrights, trademarks, patents, database rights, trade secrets, and any other proprietary rights inherent therein and appurtenant to (collectively “finshield.net Materials”).  To the extent, if any, that ownership of finshield.net Materials does not automatically vest in finshield.net by virtue of this Agreement or otherwise, Client hereby transfers and assigns to finshield.net all rights, title and interest which Client may have in and to finshield.net Materials.  The Client acknowledge and agree that finshield.net is in the business of maintaining databases and software, and that finshield.net shall have the right to provide third parties services which are the same or similar to the services provided to the Client, and to use or otherwise exploit any finshield.net Materials in providing such services.

4.3. Client is prohibited from providing access to finshield.net Software and Database to any third party without written authorization from finshield.net.  Client, its employees / agents / subcontractors are prohibited from reverse engineering, decompiling, disassembling, or otherwise attempt to derive the source code and any data or information of finshield.net Software and Database; or otherwise use or copy the finshield.net Software and Database. Client shall notify its employees / agents / subcontractors of their obligations with respect to the Intellectual Property Rights of finshield.net and shall require its employees / agents / subcontractors to comply with these obligations. The obligations of Client and its employees shall survive the expiration or termination of this Agreement.

4.4. finshield.net hereby grants to the Client a non-exclusive and limited license solely to make use of finshield.net Materials which are incorporated into any digital profile for the exclusive purpose of screening Client’s customers.

4.5. Each Party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other Party, including, but not limited to software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, marketing data and customers name (“Confidential Information”).  Confidential Information shall not include information that the receiving Party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving Party, (b) was know to the receiving Party as of the time of its disclosure, (c) is independently developed by the receiving Party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing Party.  Except as provided for in this Agreement, each Party shall not make any disclosure of the Confidential Information to anyone other than its employees / agents / subcontractors who have a need to know in connection with this Agreement.  Each Party shall notify its employees / agents / subcontractors of their confidentiality obligations with respect to the Confidential Information and shall require its employees / agents / subcontractors to comply with these obligations. The confidentiality obligations of each Party and its employees shall survive the expiration or termination of this Agreement.

5.1.  finshield.net warrants:

(a) That the finshield.net Software do not and will not violate any agreement to which finshield.net is or was a party and shall not violate or infringe any third party intellectual property or other rights;

(b) that it shall conduct its business and all activities under this Agreement in compliance with all applicable laws and regulations, and that it shall not violate, infringe or misappropriate the intellectual property or other rights of any third party;

(c) that the Services and its fulfillment of its obligations under this Agreement shall be rendered with promptness and diligence and shall be executed in a workmanlike manner, in accordance with high professional standards;

(d) that the Search functionality shall operate in accordance with its visual and internal programming, and shall be free of programming errors, viruses or other disabling code; and

5.2.  finshield.net DOES NOT WARRANT THAT IT’S DATABASE OF PROFILES IS COMPLETE OR FREE OF INACURRACY.  finshield.net COMPILES DATA FROM VARIOUS SOURCES, OCCASIONNALY THE DATA GATHERED CANNOT BE COROBORATED.  DUE TO THE NATURE AND SCOPE OF THE TYPE OF INFORMATION GATHERED finshield.net IS AN ONGOING DATA GATHERING EFFORT. TO MAINTAIN TRANSPARENCY WITH CLIENT finshield.net REGULARLY PROVIDES UPDATES AND NEWS PERTAINING TO DATABASE REACH.  CLIENT IS INVITED TO CONTRIBUTE BY GROWING THE NUMBER OF PROFILES OR BY IMPROVING THEIR ACCURACY.  CLIENT MAY SUBMIT NEW PROFILES USING “SUBMIT A NAME” FORM WHILE CORRECTION NOTIFICATIONS MAY BE SENT VIA “COMMENT” AREA AT THE BOTTOM OF EACH PROFILE.

5.3.  finshield.net DOES NOT WARRANT ANY SEARCH WILL MEET THE CLIENT’ EXPECTATIONS FOR CONCLUSIVE SCREENING.

5.4. THE FOREGOING WARRANTIES BY finshield.net ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.1.  finshield.net may terminate at any time this Agreement upon notice to Client. Upon such termination finshield.net will refund Client any unused portion of anticipated payment.

7.1.  As described above, finshield.net shall make the Services available to the Client on a twenty-four (24) hours per day, seven (7) days per week basis, excluding scheduled downtime (the “Service Level”).  If finshield.net fails to meet the Service Level, finshield.net shall (a) investigate on the causes of the problem; (b) minimize the impact of and correct the problem; and (c) take appropriate preventive measures so that the problem does not recur.

8.1.   Each Party  (“the Indemnifying Party”) hereby agrees to defend, indemnify, save and hold harmless the other Party (“the Indemnified Party”), and its subsidiaries, affiliates, related entities, partners, agents, officers, directors, and each of them, from any and all threatened or actual third party claims, losses, damages, settlements, judgments, liabilities, costs, and expenses (including, but not limited to, the reasonable fees of attorneys, consultants and expert witnesses and all related costs and expenses) incurred by the Indemnified Party arising from (a) any act or omission by the Indemnifying Party or any of its officers, directors, employees, or agents or the conduct of the Indemnifying Party’s business that violates the rights of any third parties; and/or (b) the inaccuracy or breach of any of the covenants, representations and warranties made by the Indemnifying Party in this Agreement.

8.2.  Each Party shall give the other prompt written notice of any action, suit, claim or the like and shall cooperate in the defense of such claim.  No suit, action or claim to which an indemnification obligation applies may be settled without prior written approval of the other Party.  As the Parties intend complete indemnification, the reasonable attorneys’ fees and costs of any proceeding to enforce this Section 10 also shall be reimbursed in full.

9.1.  EXCEPT FOR LIABILITY UNDER A CLAIM SUBJECT TO INDEMNIFICATION HEREUNDER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT TRIGGERING SUCH LIABILITY.

9.2.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE, OR LOSS OF GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES.

9.3.  finshield.net shall remain responsible for obligations, services and functions performed by its subcontractors to the same extent as if such obligations, services and functions were performed by finshield.net employees and for purposes of this Agreement such work shall be deemed work performed by finshield.net.

9.4.  This Agreement shall be construed and interpreted in accordance with the laws of the State ofFlorida, without reference to its conflicts of law rules.  The Parties further agree that the state and federal courts located within the State ofFloridashall be the exclusive venue, forum and jurisdiction for the resolution of all disputes between the Parties.  Both Parties irrevocably submit to exclusive venue and exclusive personal jurisdiction in the federal and state courts inFloridafor any dispute arising under this Agreement and waive all objections to jurisdiction and venue of such courts.

9.5.  This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their successors and permitted assigns.

9.6.  finshield.net may assign this Agreement to any existing or future affiliate of finshield.net or to any affiliate of any shareholder of finshield.net , whose business would then include the operation finshield.net.

9.7.  All notices to be given under this Agreement shall be given in writing by email, to finshield.net at contact(at)finshield(dot)net or via the Contact page form at http://finshield.net, to Client at email address provided by Client for billing.  Notices shall be deemed delivered upon delivery.  finshield.net may, from time to time, designate by written notice any other address or Party to which copies of such notice of communication shall be sent.

9.8.  This Agreement and its schedules and exhibits, if any, constitutes the entire agreement and understanding between the Parties.   finshield.net reserves the right to change this Agreement as well as the terms, conditions, and notices under which Services are offered. None of the provisions of this Agreement can be waived or modified except expressly in writing and there are no representations, promises, agreements, warranties, covenants, or undertakings other than those contained herein.