Effective Date: July 1, 2025
These General Terms and Conditions (“General Terms”) are incorporated by reference into, and form an integral part of, each Statement of Work (“SOW”) between FutureView Systems, Inc. (“FutureView”) and the individual(s) or entity(ies) identified as the signing party in the SOW (collectively, the “Client”, which may also be referred to in the SOW to “you”, “Company” or “Customer” ). Together, these General Terms, the applicable SOW(s), and any related addenda, exhibits, or schedules constitute a separate agreement between FutureView and Client and are referred to herein as “this Agreement”.
1. FUTUREVIEW SERVICES. These General Term govern all services provided by FutureView as described in the applicable SOW. These services include (i) access to the FutureView cloud based applications (each an “Application”), (ii) support and maintenance services related to an Application (“Support Services”), and (iii) such other services as FutureView may provide to Client (individually or collectively, the Applications, the Support Services and any other services, the “Services”). To the extent that the Services incorporate intellectual property rights licensed from a third party, Client’s rights of access and use are limited to the rights FutureView is authorized to sublicense. These General Terms may be supplemented or modified by written addenda referencing these General Terms (each, an “Addendum”), applicable to one or more specific Applications to which Client subscribes. Each Addendum will apply solely to the Application(s) expressly identified therein.
2. CLIENT RESPONSIBILITIES. Client Support of FutureView Performance. In addition to the Client’s obligations under any applicable Addendum, Client agrees to provide all information, access, and cooperation reasonably required by FutureView to perform the Services, including but not limited to the following:
(a) providing user access to the Client’s general ledger (G/L) and other relevant data systems, including all necessary credentials or permissions required for FutureView to extract transaction data. FutureView may require additional user access licenses depending on the complexity of Client’s data environment and intended use of the Application;
(b) ensuring compliance with the licensing or service agreements governing Client’s G/L and other systems to the extent required to permit FutureView to access and process Client data;
(c) establishing and maintaining an current, accurate list of authorized users and each such user’s access permissions for the Application and any associated Client data; and
(d) appointing and maintaining one or more designated points of contact with appropriate authority and knowledge to coordinate with FutureView regarding technical, administrative, and operational matters related to the Services.Client Access Controls. Client must implement and maintain commercially reasonable technical and organizational measures to safeguard Application access credentials and prevent unauthorized access to the Services. Client is solely responsible for managing internal access to the Services and ensuring that its users comply with all applicable security policies and procedures.
3. EFFECTIVE DATE, TERM AND TERMINATION.
Term. This Agreement is effective upon signing of the applicable SOW and applies to all Services performed by FutureView arising out of or related to the subject matter of the SOW (including before the date of the applicable SOW) and will continue in effect until the applicable SOW has expired or been terminated.Termination. Either party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event that the Client terminates this Agreement for cause, the portion of any prepaid fees attributable to the post termination period will be refunded to Client. Client will have no further payment obligations for periods following such termination.Export. Client must request an export of its data within 30 days following the termination of the applicable SOW. Unless otherwise agreed in writing, this data will be provided in multiple Comma Separated Value (CSV) files.Surviving Provisions. Sections 4, 5, 6, 7.1, 7.3, 9, 10, and 11, as well as any other provisions of this Agreement that by their nature are intended to survive termination, will survive any termination or expiration of this Agreement.
4. FEES AND PAYMENT.
Fees. Client will pay all fees in accordance with terms specified in the SOW. Unless otherwise specified, fees are due upon receipt of invoice. Fees are non-cancellable and non-refundable, except as expressly provided in this Agreement.Taxes. FutureView's fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases under this Agreement, other than taxes based on FutureView’s income, property, or employees.
5. PROPRIETARY RIGHTS AND LICENSES; USAGE RESTRICTIONS; DATA: PERSONALLY, IDENTIFIABLE INFORMATION.Reservation of Rights. Subject to the limited rights expressly granted hereunder, FutureView reserves all of its rights, title and interest in and to the Services, including all of its related intellectual property rights. No rights are granted to Client hereunder, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except the limited right of access and use of the subscribed Application. There are no implied rights of any kind.Usage Restrictions. Client will not (a) make any Service or Content available to anyone other than Client’s personnel who are authorized users (b) sell, resell, license, sublicense, distribute, make available, or lease any Service, or include any Service in a service bureau or outsourcing arrangement, (c) use any Services to access or use any of FutureView intellectual property except as permitted under this Agreement, (d) modify, copy, or create derivative works of an Application or user interface thereof, or (e) disassemble, reverse engineer, or decompile or otherwise attempt to derive the source code or underlying structure of an Application. FutureView reserves the right (but is not obligated) using third-party affiliates and partners to monitor and audit Client’s use of the Services to verify Client’s compliance with this Agreement (including restrictions on number and type of users). Client agrees not to block or interfere with such verification efforts.Data Privacy and Protection. FutureView implements industry best practices for data security and employs encryption for Client Data both at rest and in transit, where technically feasible. FutureView maintains administrative, technical, and organizational safeguards designed to protect Client Data against unauthorized access, loss, or disclosure.Client Data. As between the parties, Client retains all right, title, and interest in and to any data Client provides or makes available to FutureView in connection with the Services and all derivatives of such data generated through Client’s use of the Services (“Client Data”). FutureView processes Client Data solely on behalf of Client and acts as a data processor in accordance with applicable data protection laws. Each party hereto undertakes to comply with the privacy and data security laws applicable to it in its processing of Client Data. Client hereby grants permission to FutureView for FutureView to use the data (i) for providing Client the Services and FutureView may share Client Data for purposes of providing the Services, improving and maintaining the Services and related applications; and (ii) where such data is aggregated with other user data and cannot be reverse engineered into Personally Identifiable Information (as defined below), for analytical and marketing purposes. FutureView may share Client’s data with FutureView’s trusted Affiliates and third-party service providers solely in furtherance of the purposes set forth above, provided that such parties are subject to confidentiality and data protection obligations no less protective than those set forth in this Agreement..Personally Identifiable Information. (a)Client agrees that notwithstanding anything to the contrary herein, Client will handle any Personally Identifiable Information (as defined below) that it inputs into the FutureView systems in the following manner:
(i) in the event Client seeks to export such Personally Identifiable Information, Client will use a commercially reasonable contact management tool to provide an opt-out mechanism, compliant with the applicable privacy and data security laws, for anyone who has provided Client Personally Identifiable Information that is stored on FutureView’s systems and
(ii) Client agrees that FutureView can delete such Personally Identifiable Information in the event the Client exercises the FutureView opt-out mechanism. Client will indemnify and hold harmless FutureView from any claim brought against FutureView alleging:
(i) that Personally Identifiable Information stored by Client with FutureView was improperly used where such use was by Client while such Personally Identifiable Information was stored by FutureView;
(ii) any use after Client has exported such Personally Identifiable Information
(iii) or any processing of such Personally Identifiable Information by FutureView in accordance with this Agreement.
(b) “Personally Identifiable Information” is information that identifies, relates to, describes, is capable of being associated with, or reasonably could be linked, directly or indirectly, with a particular individual or household. Personally Identifiable Information includes, but is not limited to the following:
(i) A first and last name.
(ii) A home or other physical address, including street name and name of a city or town.
(iii) An email address.
(iv) A telephone number.
(v) A social security/insurance number.
(vi) Any other identifier that permits the physical or online contacting of a specific individual or their identification.(vii) Information concerning a user that the Web site or online service collects online from the user and maintains in personally identifiable form in combination with an identifier described in this section.
(c) Client will obtain all necessary consents and permissions from the individuals whose Personally Identifiable Information Client causes FutureView to process to allow FutureView to process such Personally Identifiable Information as required to provide the FutureView Services, and as permitted under the FutureView Privacy Policy. FutureView relies on third-party Affiliates and Partners for support of the products and services FutureView offers. All such third-party Affiliates and Partners are required to preserve the confidentiality and restrict the use of any Personally Identifiable Information they may access in compliance with the obligations of FutureView.
6. CONFIDENTIALITY. The party receiving Confidential Information (the “Receiving Party”) agrees that for the duration of this Agreement and thereafter, Receiving Party shall not use, disclose or permit the use or disclose of the other party’s any Confidential Information disclosed to it by disclosing party (the “Disclosing Party”) except as expressly authorized in this Agreement and solely to the extent necessary to perform its obligations under this Agreement. “Confidential Information” means nonpublic information that is designated as confidential or that Receiving Party has reason to know is considered by Disclosing Party to be confidential. Confidential Information includes, but is not limited to, information in tangible or intangible form relating to and/or including released or unreleased products or services, the marketing or promotion of any of the Services, business policies or practices, and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information does not include any information, however designated, that Receiving Party can document: is or subsequently became publicly available without Receiving Party breach of any obligation under this Agreement; became known to Receiving Party prior to disclosure under this Agreement; was independently developed by Receiving Party without reliance on any Confidential Information of Disclosing Party or was disclosed to Receiving Party by a third party not subject to a duty of confidentiality to Disclosing Party. The Disclosing Party will be entitled to seek equitable relief, including an injunction, in the event of any actual or threatened breach of any the provisions of this Section 6.
7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS.
7.1 Representations by both Parties. Each party represents that it has full legal power and authority to enter into and perform its obligations under this Agreement and the execution, delivery and performance of this Agreement do not and will not violate or contravene applicable law, the order of any court, or the rights of third parties.
7.2 Representations of Client. Client represents and warrants that it has obtained, and will maintain throughout the Term, all rights, licenses, consents, and permissions necessary to: (a) provide FutureView with any data, materials, or access (including Personal Data and access to Client systems) required for FutureView to perform the Services under this Agreement; and (b) ensure that such provision of data, materials, or access does not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, or other proprietary rights of any third party. Client further represents and warrants that its transmission or disclosure of data to FutureView complies with all applicable laws and contractual obligations, including those governing data privacy, confidentiality, and data security.
7.3 Representations by FutureView. The Services will be performed in accordance with this Agreement. FutureView has the experience, expertise, and resources to perform its obligations under this Agreement. FutureView employees, agents, and subcontractors performing any of FutureView’s obligations under this Agreement have employment authorization that complies with all applicable laws. FutureView will not willingly or knowingly introduce through data transmission via any medium or in the performance of any Service hereunder or under any other agreement entered into between the parties, any virus, bomb, worm, trap door, back door, or any other contaminant, or disabling device, including without limitation, any key, timer, clock, counter, or other self-enacting device or limiting routines, codes, commands, or instructions that may have the effect or that could be used to access, alter, delete, damage, or disable any Client owned, licensed and/or leased computer hardware, software, code, systems, data, compilations of data, or other property. The Services will not infringe or violate any United States intellectual property rights of a third party, including, without limitation, patent, copyright or trade secret; provided that FutureView will not be liable for infringement resulting from (i) use of the Services in combination with third-party products or data not supplied by FutureView, (ii) use of the Services in a manner not authorized by this Agreement, or (iii) Client Data or other content provided by Client. FutureView will comply with its Privacy Policy, as updated from time to time.
7.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FUTUREVIEW, ON BEHALF OF ITSELF, ITS AFFILIATES AND ITS LICENSORS, EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, FUTUREVIEW AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CLIENT THAT: (A) CLIENT’S USE OF THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR (B) THAT CLIENT’S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. NO WARRANTY, CONDITION OR REPRESENTATION IS GIVEN, AND NO LIABILITY IS ACCEPTED, BY FUTUREVIEW IN RELATION TO THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FUTUREVIEW OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
8. INSURANCE. FutureView shall maintain, at its own expense, insurance policies customary for services companies of its size and nature. On Client's request, FutureView will provide insurance certificate(s) confirming the foregoing.
9. INDEMNIFICATION. Each of the parties will indemnify and hold harmless the other, their affiliates, and their successors, assigns, officers, directors, employees, and agents from any third-party claim and resulting liability, loss, damage, lien, judgment and cost, including attorneys’ fees and litigation expenses, to the extent caused by: (a) the other Party’s failure to comply with its obligations under this Agreement and (b) any breach of warranties made by the other Party under this Agreement. The indemnifying party will have the exclusive right to control the defense and settlement of any indemnified claim, provided that any settlement that imposes liability or obligations on the indemnified party requires its prior written consent (not to be unreasonably withheld). The indemnified party will reasonably cooperate with the indemnifying party at the indemnifying party’s expense. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
10. LIMITATION OF LIABILITY.Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO FUTUREVIEW FOR THE SERVICES UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE OR UNDER THE APPLICABLE SOW.Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, RECOVERING DATA OR ERRORS IN OR LOSS OF ANY DATA, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED.
11. GENERAL PROVISIONS.
11.1 Entire Agreement and Order of Precedence. This Agreement, including the applicable SOW and Addendum, is the entire agreement between FutureView and Client regarding Client’s use of Services under the applicable SOW and supersedes all prior and contemporaneous agreements, proposals, communications or representations, written or oral, concerning its subject matter. Any conflicting or additional terms on Client’s purchase orders or other documents are expressly rejected and have no force or effect.
11.2 Relationship of the Parties. The parties are independent contractors And nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
11.3 Third-Party Beneficiaries. Except as expressly provided in the applicable SOW or Addendum, there are no third-party beneficiaries under this Agreement.
11.4 Waiver. No waiver of any right or remedy under this Agreement will be effective unless in writing and signed by an authorized representative of the waiving party. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
11.5 Severability. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted, and if unenforceable in its entirety, will be deemed severed. The remaining provisions of this Agreement will remain in effect.
11.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Invoices), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement will bind and inure to the benefit of the parties, their permitted successors and assigns.
11.7 Compliance with Export and Other Laws. (a) The Services, including any software, documentation, and any related technical data included with or contained in the FutureView Application, may be subject to U.S. or other applicable export control laws and regulations, orders, embargoes, or sanctions including the U.S. Export Administration Regulations (“Applicable Export Laws”). Client shall not, and shall not permit any User or any third party to, access, use, export or re-export the FutureView Application to access, use, export or re-export Client Data, in or to an embargoed country or in violation of any Applicable Export Law. FutureView represents that neither it nor any of its Affiliates is named on any U.S. government denied-party list. Client represents that neither it nor any of its Affiliates nor any User is named on any applicable government denied-party list. Client shall indemnify FutureView and its Affiliates and Partners against all costs and other losses resulting directly or indirectly from Client’s non-compliance with Applicable Export Laws and the provisions of this Section. (b) Without limiting the foregoing, Client shall at all times comply and cause its Users to comply with all applicable laws and regulations in its use of the FutureView Application, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.
11.8 Force Majeure. If FutureView cannot perform its obligations for civil or military authority, war, flood, fire, epidemic, or other cause beyond control (“Unavoidable Delay”), FutureView is excused from performance during the Unavoidable Delay.
11.9 Governing Law and Venue. This Agreement and all disputes or claims arising out of or relating to it or the Services will be governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. Any action or proceeding must be brought exclusively in the state or federal courts located in Delaware. Each party irrevocably consents to the jurisdiction and venue of such courts and waives any objection based on forum non conveniens. Each party will bear its own legal fees and costs, unless otherwise provided in this Agreement or required by law.
12. SERVICE LEVEL AGREEMENT. FutureView will comply with the Service Levels applicable to the Addendum.
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