Last revised - June 1, 2023
This Subscription Agreement (“Agreement”) is between you (the User, as further defined below) and Puzzle Financial Inc. (“Puzzle”) and governs the use of the Service. Capitalized terms have the meaning given them in Section 1 below or as otherwise defined in the Agreement.
BY CLICKING “I AGREE” OR BY EXECUTING AN ORDER FORM (AS APPLICABLE), OR BY OTHERWISE ACCESSING, ACCEPTING OR USING THE SERVICE, THE USER AND, IF APPLICABLE, THE CUSTOMER IDENTIFIED ON SUCH ORDER FORM, AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT. IF THE USER USES THE SERVICE ON BEHALF OF A COMPANY OR OTHER ENTITY THEN THE TERM “USER” INCLUDES THE USER AND THAT ENTITY AND THE USER REPRESENTS AND WARRANTS THAT (A) THE USER IS AN AUTHORIZED REPRESENTATIVE OF SUCH ENTITY WITH THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, AND (B) THE USER AGREES TO THIS AGREEMENT ON SUCH ENTITY’S BEHALF
Definitions
“Customer” means the entity contracting with Puzzle for the Services.
“Customer Data” means User Data and any data or information submitted or made available by or on behalf of Customer to the Service, including such information that is financial data, bank account information and statements, financial and other account credentials, information about assets and liabilities, the number of employees and contractors at a given entity, and other information submitted or made available by or on behalf of Customer in connection with the Service.
“Invitee” means an individual or entity, including potential investors, authorized by Customer to access certain Customer Data or Reports through the Service, and any of such entity’s employees who are likewise authorized by Customer.
“Policies” means the policies made available via the Service, including as applicable pricing, support and other policies, as updated from time to time by Puzzle.
“Report” means a report generated by the Service based on the Customer Data.
“Service” means the online, web-based financial service provided by Puzzle via https://puzzle.io/ and its subdomains and any successor domains, together with any other services as may be defined on an Order Form (as applicable).
“Order Form” means, if applicable, the ordering document representing Customer’s subscription to the Service, which is executed by the parties and references this Agreement and which may specify, among other things, the number of User subscriptions ordered, the subscription term, the services to be provided, and the applicable fees.
“User Data” means data or information submitted or made available by a User to the Service, including information made available via such User’s provision of access to such accounts at third party financial institutions and service providers.
“Users” means Customer’s employees or contractors and each Invitee’s employees, in each case that are authorized by Customer to use the Service and that have been supplied user identifications and passwords by Customer (or by Puzzle at Customer’s request). Customer itself and each Invitee entity are also considered Users under this Agreement.
Puzzle shall provide the Service subject to the terms and conditions of this Agreement. This Agreement includes the Order Form (if applicable), any pricing terms applicable to Customer’s use of the Service that are reflected in Customer’s account displayed via the Service and the Policies, each of which is incorporated herein by reference. Puzzle shall provide Customer with the authentication credentials Users will need to access the Service and make the Service available as specified herein and in any Order Form.
Users. Subject to the terms and conditions of this Agreement, including any Order Form, Customer may grant access to the Service to its employees, contractors, and authorized Invitees and their employees by requesting that Puzzle issue credentials to such individual Users. Individual User subscriptions are for named Users and cannot be shared, transferred or used by more than one User. Customer may grant Invitees and their employees limited rights to view only certain portions of the Customer Data and/or Reports.
Customer Responsibilities. Customer is responsible for all activities that occur under User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) obtain all consents and other permissions necessary for Puzzle to use any Customer Data in connection with the Services and otherwise in accordance with this Agreement, including the right to use any credentials provided by Customer to enable Puzzle to access applicable third-party financial and other accounts; (iii) prevent unauthorized access to, or use of, the Service, and notify Puzzle promptly of any such unauthorized use; (iv) comply with all applicable laws in using the Service; and (v) provided accurate and updated credentials for the financial and other third-party accounts Customer directs Puzzle to access.
User Responsibilities. Each User shall prevent unauthorized access to or use of, the Services and notify Puzzle promptly of any such unauthorized use. Each User shall comply with the terms of this Agreement, any Order Form and all laws in using the Service.
Use Restrictions. Customer and each User shall use the Service solely for its internal business purposes in accordance with this Agreement. Each User may only access the Customer Data and/or Reports such User is permitted by Customer to access, and may only use such information for the purpose for which such User is permitted by Customer to access such Customer Data and/or Reports. Each User shall not, and Customer shall ensure that Users do not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) send spam or otherwise duplicative or unsolicited messages via the Service; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
Customer Logo. Puzzle may use Customer’s name and logo in Puzzle’s lists of customers provided that such use will comply with Customer’s standard trademark guidelines provided by Customer to Puzzle.
Fees and Payment. Customer shall pay the fees for the Service as specified in any Order Form or in the Customer’s account accessible via the Service, as applicable. Unless otherwise specified in an Order Form, Puzzle will invoice Customer for any periodic fees (e.g., monthly or annual fees) at the beginning of the applicable period and the invoiced amount shall be due within thirty (30) days after the date of such invoice. If Customer’s account is overdue Puzzle may suspend the Service until such amounts are paid.
Taxes. Puzzle’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Puzzle’s income. If Puzzle has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Puzzle with a valid tax exemption certificate authorized by the appropriate taxing authority.
Puzzle Technology. The Service includes (i) the Puzzle name, the Puzzle logo, the domain name https://puzzle.io/ , the product and service names associated with the Service and other trademarks and service marks; (ii) audio and visual information, documents, software and other works of authorship; and (iii) other technology, including graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “Puzzle Technology”). Puzzle and its licensors and suppliers own all right, title and interest in the Service and Puzzle Technology. Other than as expressly set forth Section 5.2 below, no license or other rights in or to the Service or Puzzle Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Puzzle.
License Grant. Puzzle grants Customer and each User, during the term of the applicable subscription, a non-exclusive, non-transferable, non-sublicenseable right to access and use the Service solely for internal business purposes, and for Customer to permit the Users the right to access and use the Service, in each case solely in accordance with the terms of this Agreement and the Order Form (if applicable).
License Restrictions. Customer and each User shall not (i) modify, copy or create derivative works based on the Service or Puzzle Technology; (ii) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Customer’s own intranets; (iii) disassemble, reverse engineer, or decompile the Service or Puzzle Technology, (iv) reproduce, distribute, perform or display the Service or Puzzle Technology or any derivatives thereof for or to any third-parties, (v) use the Service or Puzzle Technology or any derivative thereof for any illegal purpose, (vi) alter or remove Puzzle’s or its licensors’ names, trademarks, copyright notices, disclaimers or other restrictive legends on the Services or Puzzle Technology, and shall include such named and all such trademarks, copyright notices, disclaimers and other restrictive legends on all Reports and derivatives created from any of the Service or Puzzle Technology, or (vii) access the Service in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Service, or (C) copy any ideas, features, functions or graphics of the Service.
Customer Data. Puzzle may access, reproduce, and use Customer Data to generate Reports, to respond to service or technical problems, and otherwise to provide the Service to Customer, and Puzzle may use Customer Data and data generated from the use of the Service during and after the term of this Agreement to run analytics, create benchmarking data and to otherwise improve Puzzle’s services and may disclose such data in aggregated, de- identified form. Customer warrants that it has obtained all consents and necessary authorizations to provide the Customer Data and permit use of the Customer Data in accordance with this Agreement and each User warrants that it has obtained all consents and necessary authorizations to provide any Customer Data provided by such User and permit use of the Customer Data in accordance with this Agreement.
Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms agreed between Puzzle and Customer on an Order Form or otherwise), the Customer Data, the Reports, the Service, the Puzzle Technology, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes publicly available 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose other than to perform its obligations or exercise its rights under this Agreement, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 6 , the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.
EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL POWER TO ENTER INTO THIS AGREEMENT. THE USER ACKNOWLEDGES AND AGREES THAT THE SERVICES MAY CHANGE OVER TIME. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, VALENCIA DATA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VALENCIA DATA HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification by Puzzle. Subject to this Agreement, Puzzle shall at its expense defend Customer and each Invitee, and its respective officers, directors and employees (collectively, “Customer Indemnified Parties”) against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer hereunder infringes the intellectual property rights of a third party (each, a “Customer Claim”), and shall pay any damages finally awarded by a court or agreed to by Puzzle in a settlement with respect to such Customer Claim; provided, that Customer or the applicable Invitee (a) promptly gives written notice of the Customer Claim to Valencia Data; (b) gives Puzzle sole control of the defense and settlement of the Customer Claim; and (c) provides to Valencia Data, at Puzzle’s cost, all reasonable assistance. Puzzle shall have no obligation under this Section 8.1 or otherwise regarding claims that arise from or relate to (i) Customer’s or a User’s use of the Service other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than Puzzle, (iii) any combination of the Service with services or technologies not provided by Puzzle, or (iv) a User’s use of the Service or portion thereof after Puzzle has terminated this Agreement or such portion of the Service in accordance with this Section 8.1. If in Puzzle’s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Puzzle liability, Puzzle may in its discretion (x) obtain a license to enable Customer or the applicable Invitee to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided after the termination date.
Indemnification by Customers and Invitees. Subject to this Agreement, Customer each Invitee shall at its expense defend Puzzle and its officers, directors and employees (“Puzzle Indemnified Parties”) against any claims made or brought against any Puzzle Indemnified Party arising from or related to Customer’s or such Invitee’s use of the Service, excluding claims covered under Section 8.1 (each, a “Puzzle Claim”) and shall pay any damages finally awarded by a court or agreed to by Customer in a settlement with respect to such Puzzle Claim; provided, that Puzzle (a) promptly gives written notice of the Puzzle Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Puzzle Claim (provided that Customer may not agree to any settlement that imposes any liability or obligation on Puzzle); and (c) provides to Customer, at Customer’s cost, reasonable assistance in connection therewith.
Limitation of Liability. IN NO EVENT SHALL VALENCIA DATA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO VALENCIA DATA HEREUNDER IN THE THEN-PRIOR 12 MONTH PERIOD.
Exclusion of Consequential and Related Damages. EXCEPT FOR DAMAGES ARISING FROM A BREACH OF SECTION 3.4, 5, OR 6, IN NO EVENT SHALL VALENCIA DATA OR ANY USER (INCLUDING CUSTOMER) HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Term of Agreement. This Agreement commences on the date of Customer’s first use of the Service and terminates when all Customer subscriptions expire or terminate, or as otherwise specified herein or in any Order Form.
Termination for Cause. A party may terminate this Agreement for cause: (i) upon 10 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed or stayed within 30 days. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Puzzle prior to the effective date of termination.
Customer Data. Upon expiration or termination of this Agreement (or of the applicable User subscription), Puzzle shall have no obligation to maintain or provide any Customer Data (or the applicable User Data) and shall thereafter, unless legally prohibited, delete all Customer Data (or the applicable User Data) in its systems or otherwise in its possession or under its control.
Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 1, 4, 5 (excluding Section 5.2), 6, 7.2, 8, 9, 10.3, 10.4 and 11.
Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.
Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to Puzzle shall be addressed to the attention of its Chief Financial Officer, with a copy to its Chief Executive Officer. Notices to Customer are to be addressed to the Customer or the individual identified in the Order Form, if applicable.
Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Governing Law. This Agreement shall be governed by the laws of California. The state and federal courts located in San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this Section 11.5 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.
Entire Agreement; Modification. This Agreement, including the Order Form (if applicable), constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding any Order Form) shall be incorporated into or form any part of this Agreement and all such terms or conditions are hereby rejected and shall be null and void. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted; provided, that Puzzle shall have the right to modify the terms of this Agreement (but for the avoidance of doubt, not any Order Form between the parties) from time to time by providing notice of such modifications to Customer and Users via the Service or by other means.
