These Additional Service Terms Applicable to the Provision of B4Finance-Dynamo Service Integration (“B4Finance Integration Additional Terms“) apply only in the event the provision of the Standard Integration – B4 Finance service (the “B4Finance Integration Service“) is included in Customer’s Subscription per the applicable Order Form or addendum thereto. For purposes of Customer’s Subscription for the B4Finance Integration Service, these B4Finance Integration Additional Terms supplement the Master Terms and form a part of the Agreement between Customer and Dynamo. Terms not otherwise defined herein shall have the meaning ascribed to them in the Master Terms and the applicable Order Form.
Part I – B4Finance Integration Service
The B4Finance Integration Service enables integration between the Dynamo platform and the investor onboarding platform operated by B4Finance SAS, a Private Limited Company incorporated under the laws of France having its registered office at 128 Rue la Boette, 75008 Paris, Registration number 835055054 (“B4Finance”).
The service description below provides a high-level overview of the B4Finance Integration Service’s functionality. For specific operational details and assumptions, please refer to the applicable Order Form or addendum thereto.
The B4Finance Integration Service enables investor onboarding through a connection between the Dynamo Portal and B4Finance’s investor onboarding environment.
Part II – Additional Terms Applicable to the Provision of the B4Finance Integration Service
1. Third Party Service. Customer acknowledges that the B4Finance Integration Service relies upon the availability and functionality of the B4Finance platform and related services provided by B4Finance. B4Finance is a third party and is not affiliated with Dynamo. Dynamo’s ability to provide the B4Finance Integration Service to Customer depends on the continued availability and proper functioning of the B4Finance platform and B4Finance’s cooperation with the integration.
2. Customer’s B4Finance Subscription. Customer acknowledges that the use of the B4Finance Integration Service requires Customer to have a separate, valid subscription agreement directly with B4Finance for the use of the B4Finance platform (the “B4Finance Subscription”). Customer is solely responsible for obtaining and maintaining the B4Finance Subscription and for complying with all terms and conditions thereof. The B4Finance Subscription is separate and independent from Customer’s Subscription with Dynamo, and Dynamo is not a party to the B4Finance Subscription.
3. Data Handling. Customer authorizes and instructs Dynamo to transmit, receive, and process Customer Data through the B4Finance Integration Service in accordance with the Agreement. Customer acknowledges that Customer Data transmitted to or through the B4Finance platform will be subject to B4Finance’s terms of service and privacy policy. Dynamo shall have no liability for B4Finance’s handling, use, storage, or disclosure of Customer Data once such data has been transmitted to the B4Finance platform.
4. Customer Responsibilities. Customer shall be solely responsible for: (a) configuring the B4Finance Integration Service in accordance with any documentation provided by Dynamo; (b) ensuring that Customer’s use of the B4Finance Integration Service complies with all applicable laws and regulations, including data protection and privacy laws; (c) the accuracy and completeness of all data entered into or transmitted through the B4Finance Integration Service; and (d) ensuring that all Users have appropriate access rights and permissions within both the Dynamo platform and the B4Finance platform.
5. Service Limitations. Customer acknowledges and agrees that: (a) importing any additional data from B4Finance to Dynamo beyond the signed subscription document is outside the scope of the standard B4Finance Integration Service and requires separate scoping and estimation; (b) Customer must be running Dynamo Portal 3.0 or higher to use the B4Finance Integration Service; and (c) the initial service hours for set-up of the B4Finance Integration Service are capped as specified in the applicable Order Form , and additional hours, if required, must be purchased separately.
6. No Warranty of Third-Party Services. CUSTOMER ACKNOWLEDGES THAT THE B4FINANCE PLATFORM AND RELATED SERVICES ARE PROVIDED BY B4FINANCE, NOT BY DYNAMO. DYNAMO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE B4FINANCE PLATFORM, THE B4FINANCE SERVICES, OR ANY DATA, DOCUMENTS, OR INFORMATION PROCESSED THROUGH THE B4FINANCE PLATFORM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT.
7. Limitation of Liability for Third Party Services. IN NO EVENT SHALL DYNAMO, ITS AFFILIATES, LICENSORS, OR ANY THIRD PARTY INVOLVED IN PROVIDING THE B4FINANCE INTEGRATION SERVICE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE B4FINANCE PLATFORM OR B4FINANCE SERVICES; (B) ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE B4FINANCE PLATFORM OR B4FINANCE SERVICES BY B4FINANCE; (C) ANY DISCLOSURE, MODIFICATION, OR DELETION OF CUSTOMER DATA RESULTING FROM ACCESS BY OR TO THE B4FINANCE PLATFORM; (D) ANY ERRORS, INACCURACIES, OR OMISSIONS IN DATA TRANSMITTED THROUGH THE B4FINANCE INTEGRATION SERVICE; OR (E) ANY ACTS OR OMISSIONS OF B4FINANCE.
8. Indemnification. In addition to Customer’s indemnification obligations under the Master Terms, Customer shall indemnify, defend, and hold harmless Dynamo and its Affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) Customer’s use of the B4Finance platform or B4Finance services; (b) Customer’s breach of the B4Finance Subscription; or (c) any claim by B4Finance arising from Customer’s use of the B4Finance Integration Service.
9. Modification or Discontinuation. Dynamo reserves the right to modify, suspend, or discontinue the B4Finance Integration Service, in whole or in part, at any time, with reasonable prior notice to Customer, if: (a) B4Finance modifies, suspends, or discontinues the B4Finance platform or related services or APIs; (b) B4Finance terminates or materially modifies its agreement with Dynamo; (c) continued provision of the B4Finance Integration Service would violate applicable law; or (d) Dynamo determines, in its reasonable discretion, that the B4Finance Integration Service poses a security risk. In the event of discontinuation, Dynamo’s sole obligation shall be to provide a pro rata refund of any prepaid fees attributable to the discontinued B4Finance Integration Service for the unused portion of the then-current term.
10. Except to the extent set forth above, all existing arrangements between Dynamo and Customer remain in full force and effect.