When you click “I Agree” when creating or updating your FINPACK+ account, you agree to be bound by this FINPACK+ for Producers User Agreement (“Agreement”) between you, the person or company that creates a FINPACK+ account for use of the Services, and the Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation, through its Center for Farm Financial Management (the “CFFM”).


1. Definitions.
“Customer Data” means all data and other information that Customer or a User provides or makes available to CFFM in connection with the Services or this Agreement.
“Customer Personal Data” means all Customer Data relating to an identified or identifiable natural person.
“Documentation” means any and all (i) materials created by or on behalf of the University that describe or relate to the functional, operational or performance capabilities the SaaS Service, regardless of whether such materials be in written, printed, electronic or other format; (ii) user, training, operator, system administration, technical, support and other manuals, including, but not limited to, functional specifications, help files, flow charts, logic diagrams, programming comments; and (iii) updates, changes, and corrections to any of the foregoing made during the term of this Agreement.
“Other Services” means all technical and non-technical services performed or delivered by CFFM under this Agreement, consisting solely of implementation services, implementation support, best practices consultations, integration efforts, and training and education services, which are provided on a non-work for hire basis and documented in statements of work mutually agreed to by the parties. For purposes of clarity, Other Services does not include the SaaS Service or the SaaS Support.
“SaaS Service” means the specific FINPACK® Plus internet-accessible software-as-a-service hosted and managed by CFFM and made available to Customer on a term-use basis.
“Services” means the SaaS Service, SaaS Support, and Other Services.
“Term” means that period during which Customer will have access to and use of the SaaS Service.
“User” means an employee, independent contractor, agent, representative, of Customer that Customer authorizes to use the SaaS Service on Customer’s behalf.


2. Description of Service.
2.1. Provision of SaaS Service. During the Term, University grants Customer a limited, non-exclusive, non-transferrable (except in accordance with Section 14.2 Assignment), non-sublicensable, royalty-free right to access and use the SaaS Service in accordance with the Documentation, solely for Customer’s internal business operations, in each case subject to the terms of this Agreement. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by CFFM with respect to future functionality or features.
2.2. Users. Users will be required to abide by the terms of this Agreement. Any breach by a User will be deemed to be a breach by Customer.
2.3. SaaS Support. During the Term, CFFM will provide Customer with support services (the “SaaS Support”).
3. Compensation.
3.1. Fee(s). For the Services performed under Section 2, Customer shall pay University the agreed fee. Customer shall pay University for services outside the scope of this agreement on a time and material basis at CFFM’s then-prevailing rates.
4. Customer Responsibilities and Restrictions.
4.1. Customer Responsibilities. Customer is responsible for all activities conducted by it or through the accounts of its Users on the SaaS Service. Except for CFFM’s obligations described in Section 6 (Confidentiality) and Section 7 (Data Security), Customer shall (i) have sole responsibility for the accuracy, quality, and legality of the Customer Data and the means by which Customer acquired the Customer Data and the right to provide the Customer Data for the purposes of this Agreement (including ensuring the receipt of all permissions from individuals and other third parties as may be necessary in order to provide the Customer Data for the purposes contemplated in this Agreement); (ii) be solely responsible for the security and confidentiality of Customer’s and its Users’ account information; and (iii) prevent unauthorized access to, or use of, the Services, and notify CFFM promptly of any such unauthorized access or use.
4.2. Compliance with Laws. Customer shall comply with all applicable local, state, national, and foreign laws, rules, and regulations (“laws”) in connection with its use of the Services, collection and other processing of all Customer Data, and performance under this Agreement, including those laws related to employment, data privacy and protection, and international activities. Customer acknowledges that CFFM exercises no control over the Customer Data transmitted by Customer or Users to or through the SaaS Service.
4.3. Restrictions. Customer and its Users shall not, and shall not permit any third party to: (i) copy or republish the Services; (ii) make the Services available to any person other than Users; (iii) rent, lend, sell, sublicense, or use the Services to provide service bureau, time-sharing, credit reporting or other services to third parties; (iv) send or store in the SaaS Service any personal health data, credit card data, or other sensitive data which may be subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, or similar laws; (v) send or store viruses, spyware, ransomware, time-bombs, Trojan horses, or other harmful or malicious code, or files to or in connection with the Services; (vi) send or store infringing, offensive, harassing or otherwise unlawful material in connection with the Services; (vii) modify or create derivative works based upon the Services or Documentation; (viii) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Services or Documentation; (ix) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the SaaS Service; (x) access or use the Services or Documentation in order to build a similar or competitive product, or (xi) exploit the Services or Documentation in any unauthorized way whatsoever, including by trespassing or burdening network capacity. If for some reason these restrictions are prohibited by applicable law or by an agreement CFFM has with one of its licensors, then the activities are permitted only to the extent required to comply with such law or agreement.


5. Intellectual Property.
5.1. Ownership and Reservation of Rights of University Intellectual Property. University and its licensors own and, except for the limited rights expressly granted to Customer under this Agreement, retain all right, title, and interest in and to the Services Documentation and any other materials provided by CFFM or its licensors under this Agreement, including all modifications, derivative works, and feedback related thereto and intellectual property rights therein. No rights are granted to Customer under this Agreement other than expressly set forth in this Agreement.
5.2. Rights in Customer Data. As between CFFM and Customer, Customer owns the Customer Data. Customer hereby grants and agrees to grant to CFFM and its affiliates a limited-term, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, copy, transmit, display, and process the Customer Data as reasonably necessary to provide the Services to Customer and as necessary to monitor, modify, and improve the Services.
5.3. Feedback. To the extent Customer or any of its Users provides any suggestions for modification or improvement or other comments, code, information, know-how, or other feedback (whether in oral or written form) relating to the Services (“Feedback”), Customer hereby grants to University a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use and commercially exploit the Feedback in any manner CFFM sees fit without accounting or other obligation.
5.4. Statistical Usage Data. University owns the statistical usage data derived from the operation of the SaaS Service, including data regarding applications utilized in connection with the SaaS Service, configurations, log data, and the performance results for the SaaS Service (“Usage Data”). Nothing herein shall be construed as prohibiting CFFM from utilizing the Usage Data to monitor and improve the SaaS Service or otherwise operate CFFM’s business; provided that if CFFM provides Usage Data to third parties, such Usage Data shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer or any human User to any third party.
6. Confidentiality.
6.1. As used in this Agreement, “Confidential Information” means all proprietary, non-public information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), directly or indirectly, which (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving party to be “confidential” or “proprietary” within thirty (30) days of such disclosure, or (c) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including the Customer Data, terms of this Agreement, the Services and Documentation, business and marketing plans, technology and technical information, product designs, and business processes of either party.
6.2. “Confidential Information” does not include information that:
6.2.1. Is known publicly at the time of the disclosure by the Disclosing Party or becomes known publicly after disclosure through no fault of the Receiving Party;
6.2.2. Is known to the Receiving Party at the time of disclosure by the Disclosing Party due to previous receipt from a source that was not bound by confidentiality obligations to the Disclosing Party at that time; or
6.2.3. Is independently developed by the Receiving Party without use of or reference to the Confidential Information as demonstrated by the written records of the Receiving Party.
6.3. The Receiving Party shall not (a) use the Confidential Information of the Disclosing Party except to exercise its rights and perform its obligations under this Agreement or (b) disclose such Confidential Information to any third party, except those of its employees, service providers, agents, and representatives who are subject to confidentiality obligations at least as stringent as the obligations set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. The Receiving Party shall use at least the same degree of care it uses to protect its own confidential information of like nature, but not less than a reasonable degree of care, to protect the Confidential Information of the Disclosing Party.
6.4. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is required by law or order of a court or other governmental authority; provided that the Receiving Party shall use commercially reasonable effort to promptly notify the Disclosing Party prior to such disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
7. Data Security. CFFM will maintain administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data, including measures designed to prevent unauthorized access, use, modification, or disclosure of Customer Personal Data. CFFM will implement physical, technical, operational, and administrative controls and procedures for the SaaS Service as described in its then current System and Organization Control report, received from its third-party auditors, so that the controls meet the Trust Services Criteria as defined by the AICPA.
8. Term, Suspension, and Termination.
8.1. Term. This Agreement begins on date of purchase and ends on December 31, 2025. Customer access to website will end on January 1, 2026 unless customer renews before that date. If customer does not renew, access will be suspended, and all customer data will be deleted on June 30, 2026.
8.2. Termination for Material Breach. Either party may terminate this Agreement if the other party fails to cure any material breach within thirty (30) days after receipt of written notice of such breach.
8.3. Suspension for Ongoing Harm. CFFM reserves the right to suspend delivery of the SaaS Service if CFFM reasonably concludes that Customer or a User’s use of the SaaS Service is causing immediate and ongoing harm to University or the security, integrity, or availability of the SaaS Service. CFFM will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension. In the extraordinary case that CFFM must suspend delivery of the SaaS Service, CFFM shall promptly notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. CFFM shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to any suspension of the SaaS Service in accordance with this Section 8.3. Nothing in this Section 8.3 will limit University’s other rights under this Section 8.
8.4. Retrieval of Customer Data. After June 30, 2026, CFFM shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, be entitled to delete all Customer Data; provided, however, that CFFM will not be required to remove copies of the Customer Data from backups until such time as the backup copies are scheduled to be deleted in the normal course of business; provided further that in all cases CFFM will continue to protect the Customer Data in accordance with Section 6 (Confidentiality).
8.5. Effect of Termination. Upon termination of this Agreement, all access to the SaaS Service granted to Customer under this Agreement shall immediately terminate and Customer will cease using the SaaS Service and CFFM Confidential Information. See Section 14.8 regarding surviving sections of this Agreement.
9. DISCLAIMER OF WARRANTIES. UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION, ORIGINALITY OR ACCURACY OF THE SERVICES PERFORMED OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT. UNIVERSITY EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY FOR BREACH OF CONTRACT. IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR BREACH OF THIS AGREEMENT INCLUDE DAMAGES FOR WORK STOPPAGE, LOST DATA, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT), OF ANY KIND. EXCEPT FOR EACH PARTY’S OBLIGATIONS UNDER SECTIONS 12.1 AND 12.2, EACH PARTY’S LIABILITY TO THE OTHER FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE MONETARY CONSIDERATION PAID OR PAYABLE TO UNIVERSITY UNDER THIS AGREEMENT.
11. Use of University Name or Logo. Customer agrees not to use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with University or the name of any representative of University in any sales promotion work or advertising, or in any form of publicity, without the prior written permission of University in each instance. However, Customer may use the name of University in a document required to be filed with, or provided to, any governmental authority or regulatory agency to comply with applicable legal or regulatory requirements. Customer agrees to provide University with a copy of any such document.
12. Indemnification.
12.1. Except as provided in Section 12.2, each party shall be responsible for its own acts and omissions and the results thereof and shall not be responsible for the acts of the other party and the results thereof. Liability of University is subject to the terms and limitations of the Minnesota Tort Claims Act, Minnesota Statutes Section 3.736, as amended.
12.2. In the event of (i) use by Customer (or any third party acting on behalf of or under authorization from Customer) of the Services or any information, reports, deliverables, materials, products or other results of University’s work under this Agreement or (ii) Customer’s infringement of a third party’s intellectual property rights or Customer’s violation of any law, rule, or regulation in the provision of any materials to University, then Customer shall indemnify, defend, and hold harmless University, its regents, faculty members, students, employees, agents, contractors, and authorized volunteer workers against any and all claims, costs, or liabilities, including attorneys’ fees and court costs at both trial and appellate levels, for any loss, damage, injury, or loss of life (other than that attributable to willful, wanton or grossly negligent acts or omissions of University) arising out of such events.
13. Export Controls.
13.1. Customer shall not convey export-controlled technical data, technology, commodities, or software on the U.S. Munitions List, 22 C.F.R. pt. 121, or the Commerce Control List, 15 C.F.R. pt. 774, to University without the prior written consent of University’s Export Controls Officer (J. Patrick Briscoe, bris0022@umn.edu, 612-625-3860). University shall have the right to decline export controlled information or tasks requiring production of such information. If the Services cannot reasonably be performed without University access to export-controlled items, the Agreement may be terminated by either party for convenience in accordance with Section 8, except that such termination shall occur immediately upon written notice to the other instead of at the end of the 30-day period set forth in Section 8.
13.2. Customer represents that the items being procured (a) are not specifically designed or modified for military purposes or specifications, and (b) will not be used in connection with the development or use of any missiles or chemical, biological, or nuclear weapons.
14. General Provisions.
14.1. Amendment. This Agreement shall be amended only in writing duly executed by all the parties to this Agreement.
14.2. Assignment. Customer may not assign any rights or obligations of this Agreement without the prior written consent of the University which will not be unreasonably withheld, delayed or conditioned. The University may assign this Agreement to a third party in connection with a sale, transfer or other disposition of the assets related to the Services. Any assignment attempted to be made in violation of this Agreement shall be void.
14.3. Entire Agreement. This Agreement (including all documents attached or referenced) is intended by the parties as the final and binding expression of their agreement and as the complete and exclusive statement of its terms. This Agreement cancels, supersedes and revokes all prior negotiations, representations and agreements between the parties, whether oral or written, relating to the subject matter of this Agreement, including without limitation, any non-disclosure agreements. The terms and conditions of any purchase order or similar document submitted by Customer in connection with the services provided under this Agreement shall not be binding upon University.
14.4. Force Majeure. No party to this Agreement shall be responsible for any delays or failure to perform any obligation under this Agreement due to acts of God, strikes or other disturbances, including, without limitation, war, insurrection, embargoes, epidemics, governmental restrictions, acts of governments or governmental authorities, computer related attacks, hacking, acts of terror, service disruptions involving hardware, software, or power systems not within such party’s possession or reasonable control, and any other cause beyond the control of such party. During an event of force majeure the parties’ duty to perform obligations shall be suspended.
14.5. Governing Law and Jurisdiction. The internal laws of the state of Minnesota shall govern the validity, construction and enforceability of this Agreement, without giving effect to its conflict of laws principles. All suits, actions, claims and causes of action relating to the construction, validity, performance and enforcement of this Agreement shall be in the courts of Hennepin County, Minnesota.
14.6. Independent Contractor. In the performance of their obligations under this Agreement, the parties shall be independent contractors, and shall have no other legal relationship, including, without limitation, partners, joint ventures, or employees. Each party’s employees (i) shall be regarded as the employees of such party and shall not be regarded as the employees of the other party; (ii) shall be subject to the employment policies and procedures of such party and shall not be subject to the employment practices and procedures of the other party; and (iii) shall not be entitled to any employment benefits of the other party. Neither party shall have the right or power to bind the other party and any attempt to enter into an agreement in violation of this Section 14.6 shall be void. Neither party shall take any actions to bind the other party to an agreement.
14.7. Notices. All notices and other communications that a party is required or elects to deliver shall be in writing and shall be delivered via electronic mail or by a recognized courier service or by United States Mail (first-class, postage pre-paid, certified return receipt requested) to the other party. Such notices and other communications shall be deemed made when delivered; submitted to the courier service; or, with respect to U.S. mail, three days after mailing.

14.8. Taxes and Similar Fees. In addition to the payment obligation in Section 3, Customer is responsible for the payment of any and all income, sales, use, consumption, value added, excise, custom duties or other taxes and similar fees in connection with this Agreement, levied or required to be withheld from payment(s) to University by any taxing authority or any other body having jurisdiction under any present or future laws. To the extent that Customer is required to withhold or deduct taxes or similar fees on any payment to be made to University, then the amount payable shall be increased by the amount that will result in University receiving a net payment in the amount it would have received absent such withholding or deduction. If University is required to pay any of such fees and/or taxes or any related penalties or interest, then any such payments shall be reimbursed to University by Customer.

14.9. Breach; Attorneys’ Fees. In the event it fails to perform any of its obligations under this Agreement, Customer shall reimburse University for all University’s costs and expenses (including reasonable attorneys’ fees, court costs, and costs of investigation) to enforce this Agreement, regardless of whether a suit or action had been commenced or concluded.
14.10. Survival. Upon termination or expiration of this Agreement, Sections 3, 9, 10, 11, 12, 13, and 14 shall survive.

SCHEDULE A
CENTER FOR FARM FINANCIAL MANAGEMENT
SAAS SUPPORT POLICY

This document communicates the Center for Farm Financial Management’s (“CFFM”) support and maintenance services to its Customers applicable to the SaaS Service subscription the Customer has entered into (the “SaaS Support”) in accordance with the Software as a Service Agreement (“Agreement”). Except as otherwise modified or defined herein, capitalized terms shall have the same meaning as in the Agreement.

15. SaaS Support. The Customer is entitled to the following support in connection with the SaaS Service:
15.1. Telephone (800-234-1111) or email support (finpack@umn.edu) during Business Hours to help Customer locate and correct problems with the SaaS Service.
15.2. Bug fixes and code corrections to correct malfunctions in order to bring such SaaS Service into substantial conformity with the Documentation.
15.3. All extensions, enhancements, and other changes that CFFM, at its sole discretion, makes or adds to the SaaS Service and which CFFM furnishes, without charge, to all other subscribers of the SaaS Service.
16. Support Definitions.
16.1. “Business Hours” means 8am until 4:30pm Central Time Monday through Friday except during University holidays.
16.2. “Fix” means the repair or replacement of a SaaS Service component to remedy a Problem.
16.3. “Problem” means a defect in the SaaS Service as defined in CFFM’s standard SaaS Service specification that significantly degrades such SaaS Service.