Finaloop Terms of Use


PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE. These Finaloop Terms of Use (the " Terms" or this " Agreement") are made between you (either an individual or, if you are using Finaloop on behalf of an entity, that entity) and Finaloop, Ltd. (" Finaloop"). They govern your access to and use of Finaloop's services (including Tax Services, if applicable), managed services, products, software, websites, and content (the " Services").

This Agreement states the terms and conditions that govern your access to and use of the Services. If you are agreeing to these Terms on behalf of an entity, you represent that you have the authority to bind that entity or organization, otherwise you must not sign up for the Services on behalf of that entity.

1. Services

1.1. The Finaloop Services (including any communications you may have with Finaloop personnel in connection with the Services) are not a substitute for and do not include legal, tax, financial, real estate, healthcare or accounting advice. It is hereby clarified that Finaloop is not a public accounting firm. Finaloop's Services do not include, and you will not purport to rely on them for: (i) advice relating to accounting procedure and to the recording, presentation, or certification of financial information or data; (ii) audit, examination, verification, investigation, certification, presentation, or review, of financial transactions or accounting records; (iii) preparation or certification of reports on audits or examinations of books or records of account, balance sheets, and other financial, accounting and related schedules, exhibits, statements, or reports that are to be used for publication, for the purpose of obtaining credit, for filing with a court of law or with any governmental agency, or for any other purpose; (iv) legal advice regarding any of your business practices, including with respect to their appropriateness or legality; or (v) tax advice or tax return preparation. You should seek the services of a duly licensed professional in connection with any of the above. Please note, that only a certified public accountant (CPA) can attest whether the results of the Finaloop Services are compliant with GAAP, IFRS or any other accounting standards or rules, and Finaloop makes no representation or warranty with respect thereto.

1.2. We use Intuit Inc.'s Quickbooks Online™ to provide the Services. Your and our use of Quickbooks Online™ will be governed by Intuit's Terms of Service and Privacy Policy.

1.3. Our Services can automatically transfer data from other websites and services (the " Third Party Service"), like your bank account. If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, the " Credentials"), you provide us permission, and a limited power of attorney, to use the Credentials to login to these Third Party Services and access, transfer, reformat, and manipulate your account on your behalf and represent to us that you are authorized to provide us this permission. We will maintain the Credentials in encrypted form, and will only use them as described in this Agreement.

It is hereby clarified that third party sites and services are not under our control, and you agree that Finaloop shall not be responsible or liable, directly or indirectly, for any damage or loss in connection with the use of or reliance on any such content, products, or services available from any such Third Party Service.

1.4. You agree not to misuse the Services or assist anyone else to do so. For example, you must not do (or even try to do) any of the following in connection with the Services:

       1.4.1. use the Services in connection with or to violate any law, statute, ordinance or regulation (including those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), including, but not limited to, transactions relating to counterfeit goods, stolen goods, illegal or controlled substances, substances that pose a risk to consumer safety, illegal online gambling/wagering, escort services, pyramid schemes, counterfeit goods, the unlicensed sale of firearms, or any type of money laundering;

       1.4.2. store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights;

       1.4.3. process false or inaccurate transactions;

       1.4.4. probe, scan, or test the vulnerability of any system or network;

       1.4.5. breach or otherwise circumvent any security or authentication measures;

       1.4.6. access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;

       1.4.7. use the Services for personal, family or household purposes;

       1.4.8. interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;

       1.4.9. transmit, store, or process health information subject to United States HIPAA regulations;

       1.4.10. abuse referrals or promotions;

       1.4.11. interfere with or disrupt the integrity or performance of the Service;

       1.4.12. reverse engineer the Service;

       1.4.13. access the Service to copy any feature, function, or graphic for competitive or benchmarking purposes;

       1.4.14. sell, resell, rent, or lease the Services unless specifically authorized to do so; or

       1.4.15. harass or abuse Finaloop's personnel or representatives or agents performing services on behalf of Finaloop.

We may suspend or terminate provision of the Services, in whole or in part, where we believe it is being used in a manner that breaches this Agreement or creates risk of personal injury, property damage, or legal liability for Finaloop, you or any third party, or may cause Finaloop to lose the services of one of our third-party service providers.

1.5. You represent and warrant that any information you provide to us with respect to your (or, if acting on behalf of another, that person's) business, products, or services, is accurate and complete.

1.6. We are constantly changing and improving our Services. We may add or remove functionality or features, and we may suspend or stop part of the Services altogether.

1.7. All facilities used to store and process data submitted, stored, sent or received via the Services by you, at your direction, or as part of the Services for you (" Customer Data") will adhere to reasonable security standards no less protective than the security standards at facilities where Finaloop stores and processes its own information of a similar type. As part of providing the Services, we may transfer, store and process Customer Data in the United States. By using the Services, you consent to this transfer, processing and storage of Customer Data.

1.8. Customer Data and all results derived by the Services from the Customer Data (the " Results"), remain your property. We will use Customer Data solely for purposes of performing our Services under this Agreement. During the term of this Agreement, you may export your Customer Data and Results through the use of the Service.

1.9. During and after the term of this Agreement, Finaloop may use and owns all anonymized Customer Data and Results within the Service for purposes of enhancing the products & services, aggregated statistical analysis, technical support, and other business purposes.

1.10. By accepting the Terms, you allow Finaloop to use your trademarks, logos, trade names, and a description of the business relationship between Finaloop and you, in any of the Finaloop's marketing and sales promotion materials.

2. Tax Services

If your Order (as defined below) shows that you've purchased Finaloop's tax service, the following shall apply:

2.1. Our tax related services include the preparation of U.S. federal, state(s), and local income tax returns with supporting schedules (" Return Preparation") for tax year 2019. Below is a comprehensive list of all tax returns which Finaloop can prepare for your business:

Federal Returns:

  • 1040 (inc Schedule C) - Single Member LLC

  • 1065 - Partnership

  • 1120S - S Corporation

  • 1120 - C Corporation

State Returns:

  • Income Tax Returns (number varies by state)

  • Franchise Tax Return (number varies by state)

We will prepare tax returns for those federal, state, and local jurisdictions requested by you in writing. We will advise you if we believe, based on the information that you provide us, that a tax return should be filed in any other jurisdiction, but we will not prepare any such tax return without your approval of the expansion of the scope of our services.

(collectively, the " Tax Services")

2.2. Except as specifically provided, the Tax Services do not include any returns other than income tax returns (including without limitation sales or use tax returns), any letter, memorandum, or opinion addressing the application of tax laws to a particular situation (" Tax Advice") and do not extend to determining your filing requirements or nexus in any particular taxing jurisdiction. If you need tax services beyond the Tax Services specifically described in this Agreement, these additional services (the " Additional Services") would constitute either a separate engagement or an expansion of an existing engagement at an additional cost. The request for Additional Services must be in writing by you, and accepted in writing by us, and will then be deemed added to the Order and be subject to this Agreement and to any additional terms that will be agreed upon in writing between the parties.

2.3. It is your responsibility to carefully review and approve the completed tax returns before signing and filing them with the relevant tax authority. The Internal Revenue Code of 1986, as amended (the " IRC") provides that by signing your returns, you verify that they are true, correct and complete. Accordingly, you should review each tax return carefully before signing it, and bring any questionable items or omissions to our attention.

2.4. For the provision of services effectively by us, you agree to cooperate with us and provide us with any information that we request, on a timely manner. You shall cause your employees and contractors to cooperate fully and timely with us. We will rely in good faith on all information, documentations, financial statements and management decisions communicated to us by you, your employees, or your contractors, and we will not be responsible for any loss or other obligation arising from our reliance on the data provided. Any failure to fulfill your responsibility to provide us with information will be grounds for our suspending or terminating the applicable Tax Services, any other Services or the Agreement.

2.5. We rely on your compliance with all Internal Revenue Service substantiation requirements. We shall not be responsible for the disallowance of doubtful deductions or inadequately supported deductions, nor any resulting additional tax, penalties and interest. In the event either party is assessed additional tax, penalties and interest due to our reliance on inaccurate, incomplete or misleading information provided to us, with or without your knowledge or intent), you will indemnify, defend and hold Finaloop harmless with respect to any additional tax, penalties and interest.

2.6. In providing the Tax Services, we will rely on the financial statements you provided us or that were prepared by us as part of the Services, and any other information that you provide us. We shall take professional care and judgment to include all required information in your tax returns. We will not investigate or verify any facts underlying the transactions reported on your tax return. Please note, that if the actual facts differ from the facts represented to or understood by us, or if there are related facts of which we are not aware, the reporting of the transactions could be materially different than that reported on the returns prepared by us.

2.7. We may discuss with you our views regarding the tax treatment of certain items and/or provide you with tax information in an email. Any advice or information delivered orally or in an email (as opposed to Tax Advice) will be based upon limited tax research, discussion and analysis of the underlying facts. Please note, that additional research and review of the facts could affect our analysis and conclusions. You are the sole responsible for any loss, cost, expenses and/ or penalty resulting from your decision not to request us to perform additional research and analysis necessary to reach a more knowledge-based conclusion, and/ or relying on such oral or email communication.

2.8. We shall not sign any tax return known to report any position (i) that is not supported by "substantial authority" unless certain disclosures are made concerning the position, or (ii) attributable to certain "tax shelters" that we do not reasonably believe is more likely than not correct. Except as expressly agreed in writing, we will not review any reporting position or perform any tax research for the purpose of either determining whether a position can be reported without disclosure or whether tax penalties may apply in case the position is not disclosed. If you wish to report a position without disclosure on the return, or if you are concerned about the potential application of tax penalties, please contact us to discuss expanding the scope of our services to include rendering Tax Advice intended to address your concerns.

2.9. We must have a reasonable belief that a position(s) satisfies the substantial authority standard and that the position will be held to be the correct position upon examination by taxing authorities in case we do not disclose it. If we do not have that reasonable belief, but rather at least a reasonable basis for the position, the position must be formally disclosed on Form 8275 or 8275-R, which form would be filed as part of the return. It is hereby further clarified that the position cannot be taken, or the return will not be signed, in case we do not believe there is a reasonable basis for the position.

2.10. The Return Preparation should not be viewed as assurance that any reported position is correct. If we become aware of a return position for which we believe a penalty under the IRC is likely to apply, we will bring it to your attention. If you would like us to advise you concerning any specific matter on your tax return, please contact us to discuss expanding the scope of our services.

2.11. You acknowledge and agree that any understated tax, and any imposed interest and penalties, are your sole responsibility.

2.12. Tax Services and Additional Services under this Agreement do not constitute legal or investment advice.

2.13. Unless expressly stated, any Tax Advice, analysis and conclusions will relate solely to federal income tax consequences under the IRC as of the date of our Tax Advice, analysis and conclusions. If you would like us to address tax consequences with respect to any other applicable tax law, please contact us to discuss expanding the scope of our services.

2.14. Changes to applicable law or regulations, or the issuance of new case or ruling authority, could materially and adversely affect the analysis and conclusions related to classification and tax treatment of transaction and position reported on a tax return. The delivery of any Tax Advice and/or the Return Preparation should not constitute our advice to you of any changes in law.

2.15. We are an independent contractor and not your employee, agent, or partner with respect to the Tax Services. We will determine the method, details and means of performing our Tax Services.

2.16. In performing any Tax Services, we may engage the services of preparers, independent contractors and other third-party contractors. By engaging us, you have authorized us to allow our employees, partners and sub-contractors and such other third parties to access your files, financial information and other confidential information.

2.17. Your tax returns may be selected for review by one or more tax authorities. Please note, that proposed adjustments by the examining agent of the relevant tax authority are typically subject to certain rights of appeal. In the event of such examination, Finaloop will be available upon your written request to represent you during the examination and/or during any appeal. Any such representation will be the subject of, and governed by, this Agreement and any additional terms and conditions as agreed in writing between the parties.

2.18. You acknowledge that in the event the IRS or another tax authority adopts a position contrary to any analysis or conclusions in our Tax Advice or to any position reported on a tax return, it might be necessary to pursue administrative appeals or litigation. To your information, in some cases, taxpayers elect not to pursue appeals or litigation even though a reported position may ultimately be sustained on appeal or in litigation.

2.19. Federal tax law requires us to retain copies of tax returns we prepare or specified information relating to those returns, as well as certain other documents related to the Tax Services for different time periods. Our current policy (which we may amend at our sole discretion, at any time and) is to retain copies of tax returns and certain related documentation for seven years after the return is filed, subject to casualties beyond our control. We provide our clients with a file copy of each federal income tax return for which we are a signing preparer, and we recommend that you retain this copy for at least seven years. Although taxpayers are not required to retain their tax records for longer than our seven-year recommendation, there are situations where tax returns older than seven years contain information useful for tax and business planning. In addition, there are several legal considerations that may support the retention of documentation for long period of times, and, therefore, you may wish to consult with your legal counsel regarding these legal considerations and their application in your case.

  1. Non-Disclosure and Confidentiality

    3.1. For the purpose of this Section 3, " Confidential Information" shall mean all non-public information disclosed by a party of this Agreement (" Discloser") to the other party (" Recipient"), 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 the disclosure. Finaloop's Confidential Information includes without limitation the Service, its user interface design and layout, operating policies & procedures, and pricing information.

    3.2. The Recipient will use the other party's Confidential Information only to exercise rights and fulfill obligations under this Agreement. Customer Data is your Confidential Information. The Recipient will use commercially reasonable care to protect against disclosure of and limit access to the Discloser's Confidential Information to other parties other than the Recipient's employees, Affiliates (as defined below), contractors, agents, and professional advisors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient no less restrictive than the confidentiality terms of this Agreement.

    3.3. It is hereby clarified that Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order. Notice is not required before disclosure if the Recipient is informed that (a) it is legally prohibited from giving notice, or (b) the information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process, and it relates to exceptional circumstances involving danger of death or serious physical injury.

    3.4. The Recipient and its Affiliates will comply with the Discloser's reasonable requests to oppose disclosure of its Confidential Information.

  2. Payment

    4.1. Finaloop will collect payment for the fees automatically via credit card, ACH, or other acceptable means. Fees are exclusive of taxes, which you are responsible for, if applicable. Except to the extent expressly set forth herein, all payments are non-refundable and non-creditable.

    4.2. If you believe in good faith that any invoice is incorrect and wish to dispute it, you must notify us within 10 days of your receipt of the invoice. We reserve the right to charge interest on any undisputed invoice that is not paid within 30 days of the invoice date. Finaloop reserves the right to suspend your access to any Services if you fail to pay any undisputed invoice when due, until your account is paid in full or you have made other payment arrangements satisfactory to us. Our suspension of Services will not affect your obligations to us under this Agreement. If any collection action is required to collect unpaid balances due, you shall reimburse Finaloop for collection costs, including attorneys' fees.

    4.3. You are responsible for the payment of all sales, use, withholding, VAT, and other similar taxes.

  3. Term and Termination

    5.1. By (1) checking a box indicating your acceptance, (2) placing an Order, (3) or accessing the Services (the " Acceptance Act"), you agree to be bound by this Agreement and all other policies, procedures, and rules that we may publish, as well as any additional terms and conditions which we and you may agree to in writing.

    5.2. We may refuse to offer the Services to any person.

    5.3. The use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement. If you do not agree with the Terms set forth herein, or you are not legally able to enter into this Agreement, you are not authorized to use the Services.

    5.4. This Agreement is effective on the date you made an Acceptance Act or you otherwise agreed to these Terms (the " Effective Date"). Your initial subscription term will begin at the subscription start date and continue, unless terminated earlier, for the term specified on your Order (the " Initial Term").

    5.5. Upon the end of the Initial Term, your subscription will automatically renew for the same duration as the Initial Term (the " Renewal Term") unless you give us notice (via [email protected]) at least (a) seven (7) days for monthly or quarterly subscriptions; or (b) thirty (30) days for annual subscriptions, in each case, prior to the end of the then-current Initial Term or Renewal Term, as applicable.

    5.6. We may terminate your subscription at any time by providing notice of termination to you via the email address we have on file. In the event we terminate your subscription for any reason other than your violation of Section ‎1.4 or your material breach of this agreement, we will give you a refund of prepaid fees for unelapsed months of the Services.

    5.7. In the event your subscription terminates, we will attempt to transfer you the "master administrator" status for the Intuit Quickbooks Online account that was maintained for you by Finaloop. You may elect to maintain that subscription with Intuit or export your data for your use.

    5.8. Other than as necessary to respond to any legal or regulatory process or proceeding or as may be required by law, each party shall not make, or cause or encourage others to make, any public or private statements (including on social media) that disparage, denigrate, criticize or malign the other party or the released persons.

    5.9. Sections 3, 6, and 8 through 12 will survive the termination or expiration of this Agreement.

  4. Intellectual Property

    6.1. You retain all intellectual property rights in your data, and we retain all intellectual property rights in the Services, including, inter alia, the software, workflow processes, procedures, user interface, designs, and other technologies provided as part of the Service. It is hereby clarified that all right, title, and interest in and to the Service, including all associated intellectual property rights, is owned by Finaloop. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. You grant us a limited license to use your data to provide, protect, and improve the Services. We may retain anonymized, de-identified, and aggregated data that is protected by organizational and technical safeguards in order to perform research and development. If you provide us with feedback or suggestions about the Services (" Feedback"), then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that Feedback.

  5. Using Finaloop Services on Behalf of Others 7.1. If you are using the Services on behalf of another individual or entity, you represent and warrant that you have all the necessary authorizations and rights to do so.

  6. Warranty Disclaimer 8.1. TO THE FULLEST EXTENT PERMITTED BY LAW, FINALOOP, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS AND DISTRIBUTORS (THE " FINALOOP ENTITIES") MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." NO WARRANTY IS MADE THAT THE SERVICES OR RESULTS OF USE OF THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS, THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICE, WHICHEVER IS SOONER. THE FINALOOP ENTITIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

  7. Limitation of Liability

    9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE FINALOOP ENTITIES FOR ALL CLAIMS RELATING TO THE SERVICES AND THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED US DOLLARS, WHICHEVER IS GREATER. SUBJECT TO APPLICABLE LAW, THE FINALOOP ENTITIES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS. THE ABOVE LIMITATIONS APPLY EVEN IF THE FINALOOP ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE FINALOOP ENTITIES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE.

  8. Indemnification

    10.1. You hereby irrevocably agree to indemnify, defend, and hold Finaloop, its Affiliates, directors, officers, employees, and the Finaloop Entities from and against all damages, losses, liabilities, claims, demands, actions, suits, judgements, settlements, costs and expenses, including all attorneys' fees, that arise from or relate to: (a) your use of and our provision of the Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of this Agreement, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

    10.2. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.

  9. Disputes; Class-Action Waiver

    11.1. This agreement and all claims (including procedural issues) between the parties are governed by the laws of California, excluding California's conflict of laws rules. You and Finaloop agree that any and all claims relating to the Agreement may only be brought in the federal or state courts of San Francisco County, California. Both you and Finaloop consent to venue and personal jurisdiction in such courts.

    11.2. If you have a dispute with Finaloop, you will promptly send written notice to: Finaloop.com.

    11.3. Before filing a claim, the parties to this Agreement agree to try to resolve the dispute by contacting the other party through the notice procedures in Section ‎11.2. If a dispute is not resolved within thirty days of notice, you and we may bring a formal proceeding.

    11.4. You may only resolve disputes related to or arising from the Services with the Finaloop Entities on an individual basis and you will not bring a claim in a class, consolidated, or representative action.

  10. Miscellaneous

    12.1. We reserve the right to modify or replace any provision in the Agreement, or change, suspend, or discontinue the Services at any time. It is your responsibility to check the Terms periodically for changes, and your continued use of the Services following any changes to the Terms constitutes acceptance of those changes to the Agreement. Notwithstanding the above, we will provide advance notice of any material changes to the Agreement. If a new version of these terms has a material negative impact on you, then you may object to the change by notifying us (via [email protected]) within 30 days after we provide you with notice of the changes. If you so notify us, then you will remain governed by the terms in effect immediately before the change until the end of your then-current Initial Term or Renewal Term, as applicable. After that, you will be governed by the changed terms. Notwithstanding anything to the contrary in the foregoing, any changes to the terms related to new features or made for legal reasons will become effective immediately upon notice.

    12.2. If one or more of the provisions contained in this agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

    12.3. You may not assign this agreement, or your rights or obligations under it, in whole or in part and any such assignment is void. Finaloop may, at it sole discretion, assign this agreement, or its rights and obligations under it, in whole or in part.

    12.4. We will communicate with you via email or the Services' user interface. It is your responsibility to keep your account e-mail address up-to-date so that you are able to receive electronic communications from us.

    12.5. This Agreement, together with your Order, constitutes the entire agreement between you and Finaloop with respect to its subject matter, and supersedes any and all prior agreements, discussions, negotiations, and offers. Except as specifically stated otherwise in the agreement, any amendment to the agreement must be in writing, expressly state that it is amending the Agreement and signed by both parties. In the event of a conflict between this Agreement and any Order, the terms of the Order shall govern.

    12.6. Finaloop, its Affiliates, its Affiliates' suppliers and distributors and the Finaloop Entities are intended third party beneficiaries of Sections 8 through 10 (inclusive) of this Agreement.

  11. Additional Definitions

" Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

" Control" means control of greater than 50% of the voting rights or equity interests of a party.

" including" means including, without limitation.

" Order" means the ordering document or website page for the Services.

" Finaloop", " we", and " us" means Finaloop Ltd and its personnel.