Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") are a legally binding agreement between you and Finch Technologies, LLC ("Finch," "we," "us," or "our") governing your access to and use of the Finch websites, applications, and related services (the "Service"), including https://getfinch.co and https://app.getfinch.co.

By creating an account, clicking to agree, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

If you use Finch on behalf of a surgery center, health system, or other organization, you represent that you have authority to bind that organization to these Terms for your own use of the Service. The organization may also have a separate customer agreement with us.

2. These Terms are not a BAA

These Terms are the end-user terms for your Finch account. They are not a Business Associate Agreement ("BAA"), Business Associate Addendum, or other HIPAA agreement. A BAA, if required, is an organization-level contract between Finch and the covered entity or business associate that is our customer. Nothing in these Terms is a BAA or modifies a BAA.

Protected health information and other customer clinical or financial data that Finch processes for a customer organization is governed by that organization's customer agreement and, where applicable, its BAA with Finch — not by these Terms.

3. The Service

Finch is software for ambulatory surgery centers and related healthcare operations. Features may include preference cards, case tracking, profitability analysis, reporting, forecasting, and related tools. We may add, change, or remove features, and we do not guarantee that any particular feature will remain available.

The Service is a decision-support and operations tool. It is not medical advice, a medical device, or a substitute for professional clinical judgment, billing advice, or legal advice. You remain responsible for clinical care, coding, billing, and compliance decisions.

4. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract to use the Service. The Service is intended for authorized users of customer organizations (for example, surgeons, technicians, schedulers, and administrators), not for the general public.

You must provide accurate account information and keep it current. You are responsible for your credentials and for activity under your account. Notify us promptly at the contact below if you believe your account has been compromised. You may not share your login or allow others to use your account.

We (or your organization) may suspend or close an account that is unused, unauthorized, or in violation of these Terms.

5. Acceptable use

You agree not to, and not to permit others to:

• Use the Service in violation of law, including healthcare, privacy, export, or intellectual-property laws.
• Access data, organizations, or accounts you are not authorized to access.
• Probe, scan, or test the vulnerability of the Service, or circumvent security or access controls.
• Interfere with or disrupt the Service, including via malware, excessive automated requests, or denial of service.
• Copy, modify, reverse engineer, or create derivative works of the Service except as allowed by law.
• Resell, sublicense, or provide the Service to third parties except as your organization has agreed with Finch.
• Use the Service to send spam or to upload content you do not have the right to use.
• Misrepresent your identity, role, or affiliation.

6. Customer data

Content, records, and other data that you or your organization submit to the Service ("Customer Data") belong to the customer organization, not to you personally, except for your own account profile information. Your organization controls who may access Customer Data and how it may be used inside Finch.

You grant Finch a limited license to host, process, transmit, and display Customer Data as needed to provide, maintain, secure, and improve the Service, to prevent abuse, and to comply with law, in accordance with the customer agreement and any applicable BAA.

You represent that you have the right to submit the Customer Data you upload and that doing so will not violate patient privacy, confidentiality, or third-party rights.

7. Finch's intellectual property

The Service, including software, designs, text, graphics, logos, and documentation, is owned by Finch or its licensors and is protected by intellectual-property laws. These Terms do not transfer any ownership to you. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service during the term of your authorized access, solely for your organization's internal business purposes.

You may not use Finch's name, logos, or marks without our prior written consent, except as needed to identify the Service in good faith.

8. Feedback

If you send ideas, suggestions, or other feedback, you grant Finch a perpetual, worldwide, royalty-free license to use that feedback without restriction or compensation. Feedback is not confidential.

9. Third-party services

The Service may interoperate with third-party products (for example, an EHR, materials system, email provider, or analytics tool). Those products are governed by their own terms. Finch is not responsible for third-party services we do not control.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FINCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT IT WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR FINANCIAL, CLINICAL, OR OPERATIONAL RESULTS.

Reports, estimates, forecasts, and analytics in Finch depend on data supplied by you and your organization and on third-party sources. They may be incomplete or inaccurate. You are responsible for verifying outputs before relying on them.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FINCH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FINCH'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOUR ORGANIZATION PAID TO FINCH FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Some jurisdictions do not allow certain limitations. In those jurisdictions, our liability is limited to the maximum extent permitted by law. These limitations apply regardless of the legal theory (contract, tort, or otherwise).

12. Indemnification

You will indemnify and hold harmless Finch and its officers, directors, employees, and agents from claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of your use of the Service, your Customer Data, or your violation of these Terms or of law, except to the extent caused by Finch's willful misconduct.

13. Suspension and termination

You may stop using the Service at any time. Your organization or Finch may suspend or terminate your access at any time, including if you violate these Terms, if the customer relationship ends, or if we discontinue the Service.

Upon termination, your license ends and you must stop using the Service. Sections that by their nature should survive (including intellectual property, disclaimers, limitation of liability, indemnification, and governing law) will survive.

14. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms and revise the "Last updated" date. Material changes may be communicated in the Service (for example, by asking you to review and agree again). If you continue to use the Service after the updated Terms take effect, you agree to the updated Terms. If you do not agree, stop using the Service.

15. Governing law

These Terms are governed by the laws of the State of Utah, excluding its conflict-of-laws rules. Subject to any dispute process in a customer agreement that applies to your organization, the exclusive venue for disputes arising out of these Terms is the state or federal courts located in Utah, and you consent to personal jurisdiction there.

16. Miscellaneous

These Terms, together with the Privacy Policy and any additional terms you agree to in the Service, are the entire agreement between you and Finch regarding your personal use of the Service and supersede prior understandings on that subject. They do not supersede a customer agreement or BAA between Finch and your organization.

If a provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries except as stated for indemnified parties.

17. Contact

Questions about these Terms: Finch Technologies, LLC, team@getfinch.co.