Terms of Service
​
This Terms of Service (“TOS”) contains the exclusive terms and conditions between Futuhere LLC. (“we,” “us,” “our” or “Company”), a Delaware corporation and You, the customer specifically identified in the order form referencing this TOS (“You”, “you”, “your”), regarding access and use of the Services. The terms “You”, “you” and “your” will refer to you, your heirs, and assigns, and the organization you represent, including its subsidiaries and affiliates, and their respective officers, directors, employees, and agents. By accessing, using, purchasing or registering for the Services, you are agreeing to these terms for yourself and the organization you represent, and representing to Futuhere that you have the authority to bind that organization (in which case, the terms “You”, “you” and “your” will refer to that organization) under all applicable laws. ONCE ACCEPTED, THIS TOS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND FUTUHERE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TOS, YOU SHOULD NOT ACCESS, USE, PURCHASE OR REGISTER FOR FUTUHERE SERVICES.
Pursuant to this TOS, you may order from Futuhere licenses to access and use Futuhere’s Services. The specifics of each order will be set forth on a written or electronic order form, quote and/or invoice (each, an “Order Form”) provided by Futuhere or made available on the Futuhere website. Terms not defined below shall have the meaning given to them in the Order Form.
​
-
Modifications to the TOS.Futuhere reserves the right to modify the TOS, at any time and without prior notice (except with respect to Section 15 governing arbitration). We will post modifications on the Services and/or use other means to notify you. By continuing to access or use the Services, you are agreeing to be bound by the modified TOS.
-
Registration. You may only register for the Services if you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You will be required to create an account with an email and a password. You agree to provide accurate, current, and complete information during registration and at all other times when you use the Services. We reserve the right in our sole discretion to refuse to keep Accounts for, or provide services to, any individual or organization. You may not share your account credentials with any individual who is not an authorized user. You are responsible for safeguarding your password.
-
The Services. The Futuhere Services include a proprietary software application to be hosted and made available by Futuhere on a software-as-a-service basis and technology through which digital feeds, apps, and content created and provided by you or third parties (the “Digital Displays”) can be hosted and displayed (collectively, the “Services”). The Services may also contain links, text, graphics, images, video, audio, information, code, or other materials provided by Futuhere(“Futuhere Content”). Futuhere does not guarantee that any parts of the Services will be available at all times, and Futuhere may change, update, or discontinue the Services without notice to you.
-
Digital Displays; Third-Party Content. You expressly agree and acknowledge that you will not hold Futuhere responsible for the Digital Displays or any other third-party content created by you or third parties that may be hosted or displayed on or through the Services, and you agree to indemnify and hold Futuhere harmless from and against any claims or damages arising out of or resulting from the Digital Displays or any other third-party content. Futuhere does not review or guarantee the existence, quality, or legality of the Digital Displays; the truth or accuracy of Digital Displays; or that Digital Displays will not contain offensive content. Futuhere does not guarantee that any parts of the Services will be available at all times, and Futuhere may change, update, or discontinue the Services without notice to you.
-
Intellectual Property. You acknowledge that the Services and Futuhere Content are the proprietary intellectual property of Futuhere or its licensors. The Services are protected by copyright, trademark, and other laws. Except as expressly provided in these TOS, Futuhere and its licensors exclusively own all rights, titles, and interests in and to the Services and Futuhere Content, including all associated intellectual property rights. We grant you (and to the extent applicable, your employees or individual contractors acting for your exclusive benefit) a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and use the Services solely for your internal business purposes and as permitted by these TOS.
Your use of the Services is governed by these TOS, and you agree not to: (i) rent, lease, sublicense, distribute, resell, transfer, copy, modify, create derivative works of, publicly display, publicly perform, transmit, stream, broadcast or time-share the Services commercially exploit, or make the Services available to any third party, in whole or in part, (iii) except to the limited extent any of the following are expressly prohibited by law, decompile, disassemble, reverse-compile, reverse-assemble or otherwise reverse-engineer (or otherwise use any similar means to discover the source code of) any aspect of the Services (including Futuhere Content), (iv) permit anyone else to do any of the foregoing, or (v) otherwise use the Services and any Futuhere Content in any way that is not expressly permitted by this TOS.
All trademarks, service marks, logos, trade names, and any other proprietary designations of Futuhere used herein are trademarks or registered trademarks of Futuhere. If you choose to provide feedback, comments, and suggestions for improvements to the Services or otherwise (“Feedback”), you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback.
You hereby grant Futuhere the right to use data and information we collect from the Services (but only in an aggregate or compiled form) which we may use to improve the products and services we offer and to improve the overall experience of the Services. No rights or licenses are granted to you other than the express rights granted in these TOS. -
Confidentiality. “Confidential Information” means, with respect to a party (the “disclosing party”), information that pertains to such party’s business, including, without limitation, technical, marketing, financial, employee, planning, product roadmaps and documentation, Customer Content (as defined in Section 7), performance results, pricing, and other confidential or proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “receiving party”) knew or reasonably should have known, under the circumstances, was considered confidential or proprietary by the disclosing party, will be considered Confidential Information of the disclosing party even if not designated or marked as such. The receiving party shall preserve the confidentiality of the disclosing party’s Confidential Information and treat such Confidential Information with at least the same degree of care that receiving party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The receiving party will use the Confidential Information of the disclosing party only to exercise rights and perform obligations under these TOS. Confidential Information of the disclosing party will be disclosed only to those employees and contractors of the receiving party with a need to know such information. The receiving party shall not be liable to the disclosing party for the release of Confidential Information if such information: (a) was known to the receiving party on or before the Effective Date without restriction as to use or disclosure; (b) is released into the public domain through no fault of the receiving party; (c) was independently developed solely by the employees of the receiving party who have not had access to Confidential Information, or (d) is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, the receiving party will notify the disclosing party promptly of such required disclosure and reasonably assists the disclosing party in efforts to limit such required disclosure.
-
Your Responsibilities. You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Services (“Customer Content”). You, not Futuhere, own Customer Content and are solely responsible for the quality and legality of your Customer Content.
You acknowledge that the Service may integrate with one or more third-party data providers (each, a “Third Party Provider”) and you are solely responsible for the following: (a) having Internet access and an active Third Party Provider account, if applicable, in order to use the Services (and for all costs in connection with such access); (b) ensuring that all registration and account information and data are current and accurate and that you have backed-up all such information; (c) managing all account activity; (d) maintaining the confidentiality and security of your username, password, and account information; and (e) securing all consents and permissions to enable you to maintain your Third Party Provider accounts, if applicable, and to allow Futuhere to access the data in such Third Party Provider accounts. -
Subscription Term; Termination. The period of these TOS will commence on the date they are accepted by you and continue for a period of time depending on the Services you have selected (the “Initial Period”). Unless otherwise set forth in the Order Form, the Subscription Term shall automatically renew for successive periods equal to the term specified in the Order Form at the prices published by Futuhere applicable to such successive periods or as otherwise set forth in the applicable Order Form, unless either party notifies the other party of its intent not to renew at least thirty (30) days prior to the conclusion of the then-current term. Any such renewal shall be based upon the total of all initial and additional licenses that have been added to the Service during the preceding Subscription Term.
You have the right to terminate these TOS at any time during the Subscription Term in the event that Futuhere has materially breached these TOS and does not cure such breach within thirty (30) days following notice from you. Futuhere reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (ii) refuse any and all current and future use of the Services, suspend or terminate your account (any part thereof) or use of the Services and remove and discard any Customer Content in the Services if Futuhere believes that you have violated these TOS. Futuhere shall not be liable to you or any third party for any modification, suspension or discontinuation of the Services. Futuhere will use good faith efforts to contact you to warn you prior to suspension or termination of your account by Futuhere. All Customer Content on the Services (if any) may be permanently deleted by Futuhere thirty days after any termination of your account in Futuhere’s sole discretion. Except as provided in this Section 10, all fees paid are non-refundable and non-cancelable. -
Rules of Conduct. You expressly agree not to do any of the following in using the Services: (a) send communications which are unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, offensive, libelous, or that may invade another’s right of privacy or publicity; (b) utilize the intellectual property of any other person or entity without their prior and explicit written permission; (c) violate any law, rule or regulation or advocate any activity that does so; (d) solicit funds, goods, or services (including, but not limited to, sweepstakes, contests or pyramid schemes); (e) transmit viruses or corrupted data or otherwise burden or interfere with the operation of the Services or any other party’s site or service; (f) adapt or hack the Services to, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (g) collect or store user names, email addresses or any other personally identifiable information about any user without their explicit permission and in all cases in compliance with applicable laws and regulations; (h) develop a competing product or service; (i) use or access the Service by any means other than through the interface that is provided or authorized by Futuhere; (j) transmit any content or engage in any action that violates our or a third party’s rights or any law; (k) transmit any communication designed or intended to obtain others’ private information; (l) send any solicitation materials; (m) impose an unreasonable load on our infrastructure; (n) interfere with the working of the Services; or (o) impersonate another person.
-
Representations and Warranty Disclaimers. Each party represents and warrants that it has full power and authority to enter into these TOS. Futuhere represents and warrants that it will perform the Services in a professional and workmanlike manner. THE SERVICES AND FUTUHERE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES RELATED TO THIRD-PARTY CONTENT, EQUIPMENT, MATERIAL, WEBSITES, SERVICES OR SOFTWARE. WE MAKE NO WARRANTY THAT THE SERVICES OR FUTUHERE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTIES REGARDING ANY CONTENT TRANSMITTED THROUGH THE SERVICES, OR THAT SUCH CONTENT WILL BE FREE OF OBJECTIONABLE OR ILLICIT CONTENT. NO INFORMATION OBTAINED FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
-
Limitations. YOU UNDERSTAND AND AGREE THAT UNDER NO LEGAL THEORY SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICES INCLUDING THE FUTUHERE CONTENT. OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES THAT GAVE RISE TO THE LIABILITY DURING THE 12 MONTHS PRECEDING THE CLAIM.
-
Indemnification. You agree to defend, indemnify, and hold Futuhere harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with your access to or use of the Services and/or the Futuhere Content, your breach of any law or the rights of a third party, or your violation of these TOS.
-
General Provisions. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any requirement that such communications be in writing. You may not assign your rights or obligations under or transfer these TOS without our prior written consent. We may assign or transfer these TOS without restriction. Subject to the foregoing, these TOS will bind and inure to the benefit of the parties, their successors and permitted assigns. You agree to comply strictly with all applicable domestic and international laws and economic sanctions regulations. You represent that you are not on a U.S. government exclusion list or under the control of or an agent for any entity on such a list. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including without limitation any acts of God. These TOS supersede all prior and contemporaneous proposals, statements, and agreements, oral and written. If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible by law, and the other provisions of the TOS will remain in force. Our failure to exercise or enforce any right or provision shall not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the TOS. These TOS shall be governed by the laws of New York regardless of any conflicts of law principles. Except for claims that must be arbitrated, all claims must be resolved exclusively by a state or federal court located in the Northern District o fNew York. Upon termination or expiration of your account or these TOS more generally, all accrued rights to payment and the terms of the following Sections will survive: 3-9 and 11-16.
-
Contacting Futuhere. If you have any questions, please contact us at menu@futuhere.com