2. General Terms
- These Futarium Services Terms and Conditions govern the site visitors as well as individuals or entities who purchase Futarium Services or create an account and their Authorized Users.
- As a Site Visitor or Customer, you accept these Terms by using the Site or any Futarium Services (whether on behalf of yourself or a legal entity you represent).
- An (Authorized User) of a Customer is any individual natural person, whether a Customer's employee, business partner, contractor, or agent, who is registered or authorised by Customer to use the Futarium Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase.
- Customers and Site Visitors may be referred to as (you) and (your) as appropriate in these Terms.
- If you are a Customer and you or your organisation is bound by a Master Services Agreement with Futarium, these Terms will only apply to your use of the Site or any Futarium Services that is not already governed by such a Master Services Agreement.
- To avoid ambiguity, all references to the (Site) in these Terms include the Futarium Services.
3. Additional Terms
Right to Use - If you are under the age of 18, you have obtained parental or legal guardian consent before using the site.
Limited License - We grant you a limited, non-exclusive, and non-transferable licence to access and use the Site for internal business purposes only, as expressly permitted by these Terms and any applicable paid Customer plan that enables registration of an Account for the use of a Futarium Service when applicable. You agree not to use or permit the use of the Site for any illegal purpose or in any way that is in conflict with the provisions of these Terms. If you are or become a Futarium direct competitor, you may not access or use the Futarium Services without Futarium's explicit, advance, written consent, and only for the purposes authorised in writing.
The trademarks, service marks, and logos used and displayed on the site, in the products or in any company content are our registered or unregistered trademarks or of our suppliers or third parties and are protected pursuant to UK And foreign trademark laws. All rights are reserved and you may not alter or obscure the trademarks, or link to them without our prior approval.
- All of your use, access and other activities relating to the site and the products must be in compliance with all applicable laws and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity.
- In connection with your use of the products and site, you must not provide incorrect or knowingly false information; copy, distribute, modify, reverse engineer, deface, tarnish, mutilate, hack, or interfere with the products or operation of the site; frame or embed the site or products; impersonate another person or gain unauthorized access to another person's account; introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the products or operation of the site; scrape, spider, use a robot or other automated means of any kind to access the products.
6. Non-eDocument Content and Submissions/User Content
- The Site or Futarium Services may allow you to submit, post, upload, or otherwise make available (collectively, Post) content such as questions, public messages, ideas, product feedback, comments, and other content that may or may not be viewable by other users (collectively, User Content).
- If you Post User Content, you grant us a nonexclusive, royalty-free, and fully sublicensable worldwide right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content in any form, media, or technology now known or hereafter developed.
- You also grant any other user the right to view, copy, access, store, or reproduce such User Content for personal use.
- You grant us permission to use your name and other personal information in connection with such User Content.
- You represent and warrant that:
- You own or control all of the rights to the User Content that you Post.
- The User Content that you Post is true and accurate.
- Your use of the User Content that you Post does not violate these Terms or any applicable laws.
- To be clear, User Content does not include any document that you deposit into the Futarium Signature service for processing eDocuments.
- You acknowledge and agree that Futarium and its designees may or may not pre-screen User Content before it appears on the Site or Futarium Services, at Futarium's discretion, but that Futarium is under no obligation to do so.
- You also acknowledge and agree that Futarium has the right (but not the obligation) to reject, move, edit, or remove any User Content submitted to the Site or Futarium Services in its sole discretion.
- Without limiting the foregoing, Futarium and its designees reserve the right, in their sole discretion, to remove any User Content that violates these Terms or is otherwise objectionable.
- You acknowledge and agree that Futarium does not verify, adopt, ratify, or sanction User Content, and you agree to evaluate and bear all risks associated with your use of User Content or reliance on its accuracy, completeness, or usefulness.
7. Payment Plans
- The prices, features, and options of the Futarium Services are determined by the Subscription Plan chosen, as well as any changes made by the Customer. Futarium makes no representation or warranty that a specific Subscription Plan will be available indefinitely and reserves the right to change the prices for or change the features and options in a specific Subscription Plan at any time without prior notice.
- Customer will pay Futarium all fees associated with its Subscription Plan, Account, or use of the Futarium Services, including, but not limited to, Authorized Users, on time. Pre-paid Subscription Plan charges will be billed to the customer in advance. Unless otherwise specified in the Subscription Plan, charges for per-use purchases and standard Subscription Plan charges will be billed in arrears.
- You must provide accurate and complete information for a valid payment method that you are authorised to use when purchasing a Subscription Plan.Your Subscription Plan will be billed either through the payment method you provide, such as a credit card, or through an intermediary provider, such as iTunes, Google Play, or a similar app store.
- Customer must notify Futarium immediately of any change in its billing address and must update its Account with any changes to its payment method.If Futarium does not receive payment from the Customer's payment method, the Customer agrees to pay all amounts owed on demand.Finance charges of x% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, will be assessed and compounded daily from the date due until the date paid.Customer will reimburse Futarium for any costs or expenses (including reasonable attorneys' fees) incurred in collecting any amount that is not paid when due.Futarium may accept payment in any amount without prejudice to Futarium's right to recover the remaining amount owed or to pursue any other right or remedy.
- Futarium will provide billing and usage information in the format we specify, which may change over time.Futarium reserves the right to correct any errors or mistakes that it discovers, even if an invoice or payment has already been issued.Customer agrees to notify us within thirtydays of any billing problems or discrepancies appearing on your invoice. If the Customer does not bring such problems/discrepancies to our attention within thirty days, the Customer agrees to waive its right to dispute such problems or discrepancies.
- The end dates of billing cycles may change from time to time.We may make reasonable adjustments and/or prorations when a billing cycle covers less than or more than a full month.Customer agrees that we may accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle (at our discretion), and that we may delay obtaining authorization or payment from Customer's payment card issuer or App Store until the accumulated charge is submitted..
- Taxes shall not be deducted from payments to Futarium unless required by law, in which case Customer shall increase the amount payable so that, after making all required deductions and withholdings, Futarium receives and retains (free of any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.Customer hereby confirms that Futarium can rely on the name and address provided in its Subscription Plan registration as the place of supply for Tax purposes.
8. Free Trials and any other Offers
If you sign up for a free trial, promotional offer, or other type of limited offer for Futarium Services, you may be presented with additional terms and conditions, which are hereby incorporated into these Terms by reference and are legally binding.Futarium reserves the right, without prior notice, to shorten or terminate a trial period.
- You will be responsible for any data you provide or use in Futarium Services. You are solely responsible for determining the Futarium Services' suitability for your business or organisation, as well as for complying with any regulations, laws, or conventions applicable to the data you provide and your use of the Futarium Services and Site.
- Customer warrants that any personal information or data provided while using the Site is collected and used in accordance with all applicable data protection laws, rules, and regulations.
Customer represents and warrants to Futarium that:
- It has all necessary rights and authority to use the Futarium Services under these Terms and to grant all applicable rights herein.
- It is solely responsible for all Futarium Services use associated with its Account.
- It is solely responsible for maintaining the confidentiality of its Account names and password.
- It agrees to immediately notify Futarium of any unauthorised use of Customer's Account.
- It agrees that Futarium will not be liable for any losses incurred as a result of a third party's use of its Account, whether with or without its knowledge and consent.
- It will only use the Futarium Services for lawful purposes and in accordance with these Terms.
- Any information it submits to Futarium is true, accurate, and correct.
- It will not attempt to gain unauthorised access to the System or the Futarium.
- “Confidential Information” means (a) for Futarium, the Futarium Services and Documentation; (b) for Customer, Customer Data; (c) any other information of a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarised in writing within thirty (30) days of the initial disclosure and delivered to the Recipient), or that due to the nature of the information the Recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, between the parties. Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of these Terms by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of the disclosing party’s Confidential Information; or (iv) was rightfully obtained by the Recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.
- If Futarium is required by law to disclose Confidential Information, Futarium will provide prompt written notice to Customer before making the disclosure, unless prohibited by the legal or administrative process, and will assist Customer in obtaining an order protecting the Confidential Information from public disclosure, where reasonably available.
- Futarium acknowledges that, as between the parties, all Confidential Information it receives from Customer, including all copies thereof in Recipient's possession or control, in any media, is proprietary to and exclusively owned by Customer. Nothing in these Terms confers any right, title, or interest in or to any of the Customer's Confidential Information. Futarium's incorporation of the disclosing party's Confidential Information into any of its own materials does not render it non-confidential.
By using the Site, including any Futarium Service, you expressly agree not to engage in or transmit any activity or information that, in our sole discretion:
- Is unlawful or in violation of any federal, state, or local law or regulation.
- Advocates illegal activity or discusses illegal activity with the intent to engage in it.
- Any third-party right, including but not limited to the right of privacy, the right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights, is violated.
- Is threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libellous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable.
- interferes with the use and enjoyment of the Services by any other party.
- Impersonation of another person or entity.
- Is commercial in a way that violates these Terms, such as using the Site for spam, surveys, contests, pyramid schemes, or other promotional materials
- Falsifies, misrepresents, or conceals your relationship with another person or entity.
- Unauthorized access to or use of another user's account.
- Distributes computer viruses or other code, files, or programmes that disrupt, destroy, or limit the functionality of computer software, hardware, or electronic communications equipment.
- Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the Futarium Services; (hacks) or gains unauthorised access to our proprietary or confidential records, or the records of another user, or the records of anyone else.
- Inappropriately solicits personal or sensitive information from other users, such as addresses, credit card or financial account information, or passwords.
- Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, unless and only to the extent permitted by applicable law without consent.
- Removes, circumvents, disables, damages, or otherwise interferes with security-related features or features that impose restrictions on Site use.
- Uses automated or manual means to circumvent any robot exclusion headers on the Site, or bypasses or circumvents other measures used to prevent or limit access, such as (screen scraping,) (database scraping,) or any other activity with the goal of obtaining lists of users or other information.
- Modifies, copies, scrapes or crawls, distributes, publishes, licences, sells, rents, leases, lends, transfers, or otherwise commercialises any materials or content on the Site; uses the Services for benchmarking or compiling information for a product or service.
- Downloads (other than for personal use or as expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licences, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or FutariumServices, by any means except as expressly permitted by these Terms or with Futarium's prior written consent.
- Attempts to do any of the foregoing.
- All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof is (content.) Where the company provides content to you in connection with the products, including, without limitation, the software and the products and the site, it is (company content.) Content uploaded, transmitted or posted to the site or through the products by a user is (submitted content.)
- Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.K. and foreign copyright and other intellectual property laws. You hereby represent and warrant that you have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these terms to company with respect to your submitted content and that company shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of your submitted content as authorized in these terms or have any liability to you or any other party as a result of any use or exploitation of your submitted content as authorized in these terms.
- The company respects all copyright, privacy, defamation and other laws relating to content and information and will not tolerate violation of such laws. Notwithstanding the foregoing, the company does not screen the submitted content and all use of the submitted content by you is at your own risk and the company shall have no liability for such use. In particular, no review or posting or appearance of the submitted content on the site or through the products is intended to act as an endorsement or representation that any submitted content is free of violation of any copyright, privacy or other laws or will suit a particular purpose or be accurate or useful.
- If you believe that submitted content of yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party it is your responsibility to take such steps you deem necessary to correct the situation. If you believe that submitted content of a third party or any company content violates any laws or regulations, including, without limitation, any copyright laws, you should immediately report it to Futarium. All rights not expressly granted in these terms are retained by the content owners and these terms do not grant any implied licenses.
14. Limitation of Liability
Neither party shall be liable hereunder under any theory of liability, including, without limitation, contract, tort or negligence, for any indirect, special, incidental or consequential damages or lost profits. The company's total liability hereunder shall be limited to the amounts paid in connection with the courses or products under which such liability arose.
You hereby indemnify, defend and hold harmless the company, and its affiliates, officers, directors, agents, partners, employees, licensors, representatives and third party providers from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorneys' fees and related costs and expenses, due to or arising out of your breach of any representation or warranty hereunder. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to fully cooperate with such defense and in asserting any available defenses.
- We may terminate your use of the products or site immediately without notice for any breach by you of these terms or any of our applicable policies, as posted on the site from time to time. We may discontinue offering any product, course, or content at any time (which will terminate your right to offer these courses if you are an instructor).
- You may terminate your use of the site or the products at any time, either by ceasing to access them, or by contacting us at firstname.lastname@example.org (but if you are an instructor then users enrolled in your courses prior to termination shall continue to have access to them for the duration of the course). We have no obligation to retain any of your account or submitted content for any period of time beyond what may be required by applicable law.
- Upon termination, you must cease all use of the site, products and content. Any accrued rights to payment and all representations and warranties shall survive termination.
Entire agreement - These terms and any policies applicable to you posted on the site constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.
Severability - If any provision of these terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions of these terms.
Waiver - A provision of these terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of company to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision.
Notice - Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
No agency - Nothing in these terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither the company nor any other party to this agreement shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.
These Terms and your use of the Site and the products shall be governed by the substantive laws of the UK without reference to its choice or conflicts of law principles.
Futarium Features and Services