FinnaCloud Proprietary Software License Agreement v1.0
Copyright (c) 2025 TheFinnaCompany Ltd. All rights reserved.

This FinnaCloud Proprietary Software License Agreement (the "License") is a legal agreement between you (either an individual or a legal entity, referred to as "Licensee") and TheFinnaCompany Ltd, a company incorporated under the laws of England and Wales with Company Registration Number (CRN) 13957249 and its registered office at Lytchett House 13 Freeland Park Wareham Road, Poole, Dorset, BH16 6FA, United Kingdom ("FinnaCloud", "Licensor", "we", "us", or "our"). This License governs your access to and use of the software, including all associated documentation, source code (where provided), object code, updates, upgrades, patches, and any support services or materials provided by FinnaCloud (collectively, the "Software").

By downloading, installing, copying, accessing, or otherwise using the Software, you agree to be bound by the terms and conditions of this License. If you do not agree to these terms, you must not download, install, copy, access, or use the Software and must immediately delete, destroy, or return any copies of the Software in your possession or control. This License is enforceable to the fullest extent permitted by law and is designed to protect the intellectual property and proprietary rights of FinnaCloud.

1. Definitions
   1.1 "Software" means the proprietary software provided by FinnaCloud, including but not limited to executable files, source code (where expressly provided), object code, libraries, application programming interfaces (APIs), scripts, user manuals, technical documentation, and any updates, upgrades, patches, bug fixes, or support materials provided by FinnaCloud, whether in physical or electronic form.
   1.2 "Licensee" means the individual or legal entity entering into this License by downloading, installing, accessing, or using the Software.
   1.3 "Derivative Works" means any work, whether in source code, object code, or other form, that is based on, derived from, or incorporates the Software, including but not limited to modifications, enhancements, translations, adaptations, or integrations with other software or systems.
   1.4 "Commercial Use" means any use of the Software or Derivative Works that is intended to generate revenue, profit, or commercial advantage, including but not limited to selling, licensing, leasing, distributing, or providing services (such as consulting, hosting, or technical support) based on the Software or Derivative Works.
   1.5 "Confidential Information" means any non-public information relating to the Software, including but not limited to source code, algorithms, design specifications, architecture, trade secrets, proprietary methodologies, and any other information disclosed by FinnaCloud to Licensee that is marked as confidential or would reasonably be considered confidential under the circumstances.
   1.6 "Authorised Use" means the specific uses of the Software expressly permitted under Section 3 of this License.
   1.7 "Territory" means worldwide, subject to compliance with all applicable laws and regulations, including but not limited to export control laws and sanctions administered by the United Kingdom, the European Union, or other relevant authorities.
   1.8 "Modification" means any change, enhancement, adaptation, translation, or other alteration made to the Software, whether in source code, object code, or any other form.

2. Ownership and Intellectual Property
   2.1 Exclusive Ownership. The Software, including all intellectual property rights therein (such as copyrights, patents, trademarks, trade secrets, database rights, and other proprietary rights), is and shall remain the sole and exclusive property of TheFinnaCompany Ltd. The Software is protected by the Copyright, Designs and Patents Act 1988 (UK), international copyright treaties, and other applicable intellectual property laws in the Territory.
   2.2 Copyright Notice. All copies of the Software must retain and display all copyright notices, proprietary markings, and other legal notices included in or on the Software as provided by FinnaCloud.
   2.3 No Implied Rights. This License does not convey, transfer, or assign any ownership rights, title, or interest in the Software to Licensee. All rights not expressly granted in this License are reserved exclusively by FinnaCloud.
   2.4 Trademarks and Branding. Any trademarks, service marks, logos, or trade names associated with the Software are the exclusive property of FinnaCloud or its licensors. Licensee shall not use, reproduce, display, or distribute such trademarks or branding without prior written consent from FinnaCloud.
   2.5 Protection of Intellectual Property. Licensee agrees to take all reasonable measures to protect FinnaCloud’s intellectual property rights in the Software, including but not limited to preventing unauthorised copying, distribution, modification, or reverse engineering. Licensee shall promptly notify FinnaCloud of any known or suspected infringement of FinnaCloud’s intellectual property rights.
   2.6 Third-Party Rights. Licensee acknowledges that the Software may incorporate or rely on third-party intellectual property, and Licensee agrees to comply with any applicable third-party license terms, which are incorporated into this License by reference.

3. Grant of License
   3.1 Limited License. Subject to strict compliance with the terms and conditions of this License, FinnaCloud grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Software solely for internal, non-commercial purposes within the Territory, as specified in Section 3.2.
   3.2 Scope of Authorised Use. Licensee may:

   Install and use the Software on a single computer, server, or device owned or controlled by Licensee, unless otherwise expressly authorised in writing by FinnaCloud.
   Access and use the Software solely for personal or internal, non-commercial purposes, excluding any Commercial Use unless expressly authorised by a separate written agreement with FinnaCloud.
   Make one (1) archival copy of the Software solely for backup purposes, provided that such copy includes all copyright, trademark, and proprietary notices present in the original Software.

3.3 Restrictions on scantion and Modification. Licensee shall not, directly or indirectly, without prior written consent from FinnaCloud:

    Copy, reproduce, distribute, sublicense, sell, lease, lend, rent, or otherwise transfer the Software or any portion thereof, except as expressly permitted under this License.
    Modify, adapt, translate, or create Derivative Works based on the Software, except as permitted under Section 4.
    Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent permitted by applicable law (e.g., under Section 50B of the Copyright, Designs and Patents Act 1988) and only if such actions cannot be prohibited by law.
    Remove, alter, or obscure any copyright, trademark, or proprietary notices contained in or on the Software.
    Use the Software for any Commercial Use, including but not limited to selling, licensing, or providing services based on the Software or Derivative Works.
    Use the Software to develop, create, or contribute to any product or service that competes with FinnaCloud’s products or services.
    Disclose, publish, or distribute performance benchmarks, analyses, or evaluations of the Software without FinnaCloud’s prior written consent.
    Use the Software in any manner that violates applicable laws, regulations, or third-party rights, including but not limited to data protection laws such as the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

3.4 Third-Party Components. The Software may include third-party components, libraries, or dependencies subject to separate license agreements. Licensee agrees to comply with the terms of any such third-party licenses, which are incorporated into this License by reference.
4. Modification and Derivative Works
   4.1 Prohibited Modifications. Licensee shall not modify, adapt, translate, or create Derivative Works based on the Software without prior written consent from FinnaCloud. Any unauthorised modification constitutes a material breach of this License.
   4.2 Disclosure of Modifications. In the event that FinnaCloud provides written consent for Licensee to modify the Software, Licensee must:

   Publicly disclose the full source code and documentation of any modifications or Derivative Works within thirty (30) days of creation, or, at FinnaCloud’s discretion, provide such source code and documentation directly to FinnaCloud under the same terms as this License.
   Ensure that such disclosure complies with all applicable laws and does not infringe third-party rights.

4.3 Ownership of Modifications. All modifications and Derivative Works, whether authorised or unauthorised, shall be owned by FinnaCloud. Licensee hereby assigns all right, title, and interest in such modifications or Derivative Works to FinnaCloud, including all intellectual property rights therein, without additional compensation.
4.4 No Support for Modifications. FinnaCloud is not obligated to provide support, maintenance, or updates for any modified versions of the Software or Derivative Works, unless expressly agreed in writing.
5. Commercial Use
   5.1 Prohibition. Commercial Use of the Software or any Derivative Works is strictly prohibited without prior written consent from FinnaCloud. This includes, but is not limited to:

   Selling, licensing, leasing, or renting the Software or Derivative Works.
   Providing services, such as consulting, hosting, technical support, or software-as-a-service (SaaS) offerings, based on the Software or Derivative Works.
   Incorporating the Software or Derivative Works into any product or service intended for commercial distribution or profit.

5.2 Commercial Licensing. Any Licensee seeking to use the Software for Commercial Use must obtain a separate commercial license agreement from FinnaCloud. For inquiries regarding commercial licensing, contact licensing@finnacloud.com.
6. Confidentiality
   6.1 Obligation to Protect. Licensee acknowledges that the Software and related materials, including but not limited to source code, algorithms, design specifications, and technical documentation, contain Confidential Information. Licensee agrees to:

   Maintain the confidentiality of such information using at least the same degree of care as it uses for its own confidential information, but in no event less than reasonable care.
   Not disclose Confidential Information to any third party without FinnaCloud’s prior written consent, except as required by law.
   Use Confidential Information solely for the Authorised Use permitted under this License.

6.2 Exceptions. The confidentiality obligations under Section 6.1 do not apply to information that:

    Is or becomes publicly available through no fault of Licensee.
    Was lawfully in Licensee’s possession prior to disclosure by FinnaCloud, as evidenced by written records.
    Is independently developed by Licensee without reference to or use of the Confidential Information, as evidenced by written records.
    Is required to be disclosed by law, provided that Licensee promptly notifies FinnaCloud in writing and cooperates in seeking to limit such disclosure, to the extent permitted by law.

6.3 Return or Destruction. Upon termination of this License or at FinnaCloud’s request, Licensee shall promptly return or destroy all Confidential Information in its possession or control and certify such return or destruction in writing.
6.4 Survival of Obligations. The confidentiality obligations under this Section 6 shall survive termination of this License for a period of five (5) years, or indefinitely with respect to trade secrets.
7. Warranty Disclaimer
   7.1 No Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND "WITH ALL FAULTS", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR SATISFACTORY QUALITY. FINNACLOUD DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR BE COMPATIBLE WITH ANY HARDWARE, SOFTWARE, OR SYSTEMS.
   7.2 Risk Acknowledgment. Licensee acknowledges that it assumes all risks associated with the use of the Software, including but not limited to risks of data loss, system failure, security vulnerabilities, or compatibility issues.
   7.3 Statutory Rights. Nothing in this License excludes or limits any warranties or conditions implied by law that cannot be excluded or limited, including but not limited to those under the Consumer Rights Act 2015 (if applicable).
8. Limitation of Liability
   8.1 Exclusion of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINNACLOUD AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS LICENSE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF FINNACLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   8.2 Cap on Liability. In any event, FinnaCloud’s total aggregate liability to Licensee for any and all claims arising under or in connection with this License or the Software shall not exceed the amount paid by Licensee to FinnaCloud for the Software (if any).
   8.3 Mandatory Provisions. Nothing in this License excludes or limits FinnaCloud’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under the laws of England and Wales.
9. Termination
   9.1 Termination by FinnaCloud. FinnaCloud may terminate this License immediately upon written notice to Licensee if:

   Licensee breaches any term or condition of this License, including but not limited to unauthorised redistribution, modification, or Commercial Use.
   Licensee becomes insolvent, enters administration, bankruptcy, or liquidation, or is subject to winding-up proceedings.
   FinnaCloud reasonably believes that Licensee’s use of the Software violates applicable law or infringes third-party rights.

9.2 Termination by Licensee. Licensee may terminate this License at any time by ceasing use of the Software and destroying or deleting all copies of the Software in its possession or control.
9.3 Effect of Termination. Upon termination of this License for any reason:

    Licensee’s right to use the Software shall cease immediately.
    Licensee must destroy or delete all copies of the Software and any related materials in its possession or control and certify such destruction or deletion in writing to FinnaCloud within ten (10) days.
    Any provisions of this License that by their nature should survive termination (e.g., Sections 2, 4.3, 6, 7, 8, 10, and 11) shall remain in full force and effect.

10. Governing Law and Jurisdiction
    10.1 Governing Law. This License, and any disputes or claims arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.
    10.2 Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this License, including non-contractual disputes or claims.
    10.3 Alternative Dispute Resolution. Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiations. If negotiations fail, the parties may, by mutual agreement, pursue mediation in accordance with the rules of the Centre for Effective Dispute Resolution (CEDR) in London, United Kingdom. Mediation shall not delay or preclude FinnaCloud’s right to seek injunctive relief or other equitable remedies.
11. Miscellaneous
    11.1 Entire Agreement. This License constitutes the entire agreement between FinnaCloud and Licensee with respect to the Software and supersedes all prior or contemporaneous agreements, representations, warranties, or understandings, whether written or oral.
    11.2 Amendments. FinnaCloud reserves the right to amend or modify this License at any time by providing notice to Licensee, including by posting an updated version on its website (www.finnacloud.com) (www.finnacloud.com). Continued use of the Software after such notice constitutes acceptance of the amended terms.
    11.3 Severability. If any provision of this License is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect. The parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely achieves the original intent.
    11.4 Waiver. No failure or delay by FinnaCloud in exercising any right, power, or remedy under this License shall constitute a waiver of such right, power, or remedy. Any waiver must be in writing and signed by an authorised representative of FinnaCloud.
    11.5 Assignment. Licensee may not assign, transfer, delegate, or sublicense this License or any rights or obligations hereunder without FinnaCloud’s prior written consent. FinnaCloud may assign this License to any successor, affiliate, or third party without Licensee’s consent, provided that such assignment does not materially affect Licensee’s rights under this License.
    11.6 Export Control. Licensee agrees to comply with all applicable export control laws and regulations, including but not limited to those administered by the United Kingdom, the European Union, and the United States. Licensee shall not export, re-export, or transfer the Software to any prohibited destination, entity, or individual, including those listed on any sanctions list maintained by the UK government or other relevant authorities.
    11.7 Force Majeure. FinnaCloud shall not be liable for any failure or delay in performing its obligations under this License due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, labor disputes, natural disasters, or governmental actions.
    11.8 Notices. Any notices required or permitted under this License shall be in writing and delivered to:

    FinnaCloud at: TheFinnaCompany Ltd, Lytchett House 13 Freeland Park Wareham Road, Poole, Dorset, BH16 6FA, United Kingdom, or via email to licensing@finnacloud.com.
    Licensee at the contact information provided during registration or use of the Software.
    Notices shall be deemed delivered upon receipt or, if sent by email, upon confirmation of transmission.

11.9 Language. This License is drafted in English. Any translations provided are for convenience only, and in the event of any conflict between the English version and a translated version, the English version shall prevail.
11.10 Third-Party Beneficiaries. Except as expressly provided in this License, no third party shall have any rights or remedies under this License, pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
11.11 Compliance with Laws. Licensee shall use the Software in compliance with all applicable laws, regulations, and ordinances, including but not limited to data protection, privacy, and intellectual property laws.
12. Contact Information
    For licensing inquiries, support, or to report violations of this License, please contact:
    TheFinnaCompany Ltd
    13 Lytchett House,
    Wareham Road,
    Poole, BH16 6FA, United Kingdom
    Email: licensing@finnacloud.com