Terms and Conditions

These Terms and Conditions (the “Terms”) form a legally binding agreement between you, whether personally or on behalf of an entity (“Client”, “you”, or “your”), and Feinberg & Co. (“Feinberg”, “we”, “us”, or “our”) concerning your access to and use of the feinberg.io website and the services described herein (collectively, the “Services”).

By accessing the Services, executing an Order Form or letter of engagement with us, or otherwise indicating your acceptance, you agree to be bound by these Terms, by any Order Form, and by our Privacy Policy, which is incorporated by reference. If you do not agree with any part of these Terms, you must not access or use the Services.

You represent that you are at least eighteen (18) years of age and, where you act on behalf of an entity, that you have the authority to bind that entity to these Terms.

Client Data. All electronic data, messages, records, and materials submitted to, generated by, or processed through the Services on the Client’s behalf, including inventory records, correspondence, and reconciliation data.

Order Form. Any mutually-executed document (including a letter of engagement, statement of work, or online order) that references these Terms and sets out the scope, fees, and term of an engagement.

Operator. An employee, contractor, or other agent of Feinberg authorised to perform the Services on the Client’s behalf.

Confidential Information. Non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential.

Subject to these Terms and the applicable Order Form, Feinberg will provide outsourced email-desk and inventory-management services to the Client, which may include responding to correspondence on the Client’s behalf, maintaining an inventory ledger, reconciling sales and consignor payouts, and reporting on the foregoing.

We may, from time to time and at our discretion, modify, suspend, or discontinue any aspect of the Services. Where a change would materially diminish the Services, we will give the Client reasonable prior notice. Beta, trial, or evaluation features are provided “as is” and are excluded from any warranty or service commitment.

To access certain features of the Services, the Client may be required to register an account or be issued credentials. The Client agrees to provide accurate, current, and complete information and to keep that information updated.

The Client is responsible for safeguarding its credentials and for all activity that occurs under its account. The Client must notify us promptly at contact@feinberg.io of any unauthorised use of, or breach affecting, its account.

The Client will not, and will not permit any third party to: (a) use the Services in violation of applicable law or the rights of any third party; (b) submit to the Services any content that is unlawful, infringing, defamatory, harassing, or that contains malicious code; (c) attempt to gain unauthorised access to the Services or related systems; (d) interfere with, disrupt, or impose an unreasonable load on the Services; (e) reverse engineer, decompile, or otherwise attempt to derive the source code of the Services; or (f) use the Services to build a competing product or service.

Feinberg may suspend access to the Services where the Client’s use, in our reasonable judgment, threatens the security, availability, or integrity of the Services or violates this section.

The Client will pay the fees set out in the applicable Order Form. Unless otherwise stated, fees are quoted in U.S. dollars and are billed quarterly in advance. Invoices are due within fifteen (15) days of issue. Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Fees are exclusive of taxes. The Client is responsible for all sales, use, value-added, withholding, and similar taxes, other than taxes assessed on Feinberg’s net income. Except as expressly stated in these Terms, all fees are non-refundable.

Feinberg may increase fees upon renewal of an Order Form with at least thirty (30) days’ prior written notice.

As between the parties, the Client retains all right, title, and interest in and to the Client Data. The Client grants Feinberg a non-exclusive, worldwide, royalty-free licence to access, use, copy, transmit, and display the Client Data solely to provide and improve the Services and to comply with applicable law.

Feinberg retains all right, title, and interest in and to the Services, including all related software, documentation, and any improvements thereto, together with all intellectual property rights therein. No rights are granted to the Client other than those expressly set out in these Terms.

The Client may submit suggestions or feedback regarding the Services. Feinberg may use such feedback without restriction or obligation to the Client.

Each party will protect the other’s Confidential Information using the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care. The receiving party will use Confidential Information solely to exercise its rights and perform its obligations under these Terms.

Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, was known to the receiving party before disclosure, is independently developed by the receiving party, or is rightfully obtained from a third party without restriction.

The receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided that, where permitted, it gives the disclosing party prompt notice and cooperates in any effort to seek a protective order.

Our collection and use of information through the Services is described in our Privacy Policy, which forms part of these Terms.

Where Feinberg processes personal data on the Client’s behalf in the course of providing the Services, the parties will enter into a written data processing addendum reflecting the requirements of applicable data-protection laws. The Client warrants that it has all rights, consents, and lawful bases required to provide any personal data to Feinberg for processing under these Terms.

EXCEPT AS EXPRESSLY PROVIDED IN AN ORDER FORM, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FEINBERG DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

FEINBERG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, THE EXCLUSIONS HEREIN APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY THE CLIENT TO FEINBERG UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations do not apply to (a) a party’s indemnification obligations, (b) breach of confidentiality, (c) infringement of the other party’s intellectual property rights, or (d) liability that cannot be limited or excluded under applicable law.

The Client will defend, indemnify, and hold harmless Feinberg, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the Client’s breach of these Terms, (b) the Client Data, or (c) the Client’s violation of applicable law or the rights of any third party.

Feinberg will defend the Client against any third-party claim alleging that the Services, when used in accordance with these Terms, infringe a valid intellectual property right of a third party, and will pay damages and costs finally awarded against the Client or agreed in settlement, provided that the Client (i) promptly notifies Feinberg of the claim, (ii) gives Feinberg sole control of the defence and settlement, and (iii) provides reasonable cooperation.

These Terms commence on the Effective Date and continue until terminated as provided herein. Each Order Form sets out the subscription term for the engagement to which it relates. Either party may terminate an Order Form for material breach if the other party fails to cure the breach within thirty (30) days of written notice.

Upon termination or expiration: (a) the Client’s right to access the Services ceases; (b) each party will return or destroy the other’s Confidential Information upon written request, subject to any retention requirements imposed by law; and (c) any fees accrued through the effective date of termination remain payable.

Sections that by their nature should survive termination (including Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will survive.

We may revise these Terms from time to time. Where a change is material, we will provide at least thirty (30) days’ prior notice by email or through the Services. Continued use of the Services after the effective date of the revised Terms constitutes acceptance of the revised Terms. If the Client does not agree to the revised Terms, its sole remedy is to stop using the Services and terminate any active Order Form for convenience as of the effective date of the change.

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts seated in New York County, New York, for the resolution of any dispute arising out of or relating to these Terms, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Before filing a claim, the parties will attempt in good faith to resolve the dispute through written notice and a meeting of senior representatives within thirty (30) days of the notice.

The U.N. Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Entire Agreement. These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings on the subject matter.

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

Assignment. Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure. Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labour disputes, or failures of the public internet.

Notices. Notices under these Terms must be in writing and will be deemed given on receipt when sent by email to contact@feinberg.io or to the email address on file for the Client.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

No Waiver. A failure by either party to enforce any provision of these Terms will not constitute a waiver of that provision or of any other right.

Questions regarding these Terms, or notices to be given under them, should be directed to:

Feinberg & Co.
Attn: Legal Department
contact@feinberg.io