TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) govern the performance of, and all access  and use of, the products, services, and other offerings (“Offerings”) set forth in one or more orders or statements of work referencing these terms (each an “Order”) entered into by and between Broadsuite, Inc. (d/b/a The Futurum Group) (“Company”), and the entity or organization executing a valid Order (“Customer”). Together, these Terms and all Orders entered into by Customer, along with the policies and other documents referenced in these Terms or any applicable Order, form the entire agreement between Company and Customer regarding the subscriptions to access to and use of the Offerings set forth in those Orders (the “Agreement”).

The Company provides its proprietary Futurum Intelligence Platform, including all software, tools, dashboards, artificial intelligence (including virtual assistant), application programming interfaces, and user interfaces (“Platform”), offering Authorized Users (defined below) with the opportunity to access and use files, information, data, reports, articles, webcasts, podcasts, libraries and content (“Content”), as well as a variety of tools, services, and other resources, including without limitation, research analyst services (“RA Services”) and custom projects for research, marketing, media (including webinars, webcasts, podcasts, and virtual events), lab performance testing and validation, and client messaging validation (i.e., tech field day events) (“Custom Projects”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT FORMS A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND COMPANY AS OF THE EFFECTIVE DATE (DEFINED BELOW). BY ACCESSING AND USING THE PLATFORM (INCLUDING ANY CONTENT) OR INITIATING ANY RA SERVICES OR CUSTOM PROJECTS, CUSTOMER AGREES THAT CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT.

BY ENTERING INTO THIS AGREEMENT, CUSTOMER MAY BE WAIVING CERTAIN RIGHTS. IN PARTICULAR, THIS AGREEMENT CONTAINS PROVISIONS PROVIDING FOR WAIVER OF JURY TRIALS, WHICH LIMIT CUSTOMER’S RIGHTS TO HAVE DISPUTES DECIDED BY A JURY, AND OTHER PROVISIONS THAT LIMIT COMPANY’S LIABILITY TO CUSTOMER.

ALL CLAIMS AND DISPUTES ARISING UNDER THESE TERMS MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER CANNOT BE LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER.

1. Definitions. All capitalized terms used in this Agreement will have the meanings set forth in this Agreement. All other terms used in this Agreement will have their plain English (U.S.) meaning.
2. Term. The term of this Agreement (“Term”) begins on the date Company accepts Customer’s first Order or provides Customer with access to or use of the Platform, or any portion thereof, or the RA Services and/or Custom Project (“Effective Date”), and will continue in effect so long as any Order remains in effect, unless otherwise terminated in accordance with this Agreement. Each Order begins on the Order Effective Date for that Order and will continue in effect for the monthly, annual or multi-year subscription term specified in such Order, unless otherwise terminated in accordance with this Agreement.
3. Orders. Any Orders will be effective and become a part of this Agreement only when accepted by an authorized representative of the Company. All accepted Orders are incorporated by reference into this Agreement. Except to the extent an Order explicitly states that a provision of the Order supersedes a specific provision in these Terms, in the event of any conflict between these Terms and an Order, these Terms will control. All Orders are non-cancellable.
4. Subscription License.
   • Platform Services. If an Order provides access to Company’s Platform (including the Content) (“Platform Services”), subject to Customer’s compliance with these Terms and such Order, including payment of all Fees (as defined below), during the term of the applicable Order, Company will provide Customer and Authorized Users with access to and use of those Platform Services under a subscription as specified in the Order solely for Customer’s own internal business purposes. As specified in the Order, Customer’s subscription to the Platform Services is an enterprise license with an unlimited number of seats or devices or an individual seat license for employees of Customer and unlimited number of files and/or copies of the Content. Customer’s subscription usage will be tracked in the Platform and usage data will be made available for Customer to view in real-time throughout the subscription term. Company reserves the right to establish general practices and limits concerning the Platform Services at any time (and may modify such practices and limits at its reasonable discretion).
   • Platform Content. The Platform and Offerings offer a variety of Content. Content may include text, audio, video, photographs, illustrations, graphics, reports, files, articles, webcasts, podcasts, libraries, and other content. The Content made available through the Platform and Offerings includes Content provided by Company and its third-party suppliers, providers, and licensors (“Platform Content”), and Content uploaded by Customer and its Authorized Users to the Platform or otherwise provided to Company’s research analysts for the RA Services or Custom Projects (“Customer Content”) and Content provided by other users of the Platform (“User Content”). All Content is for informational purposes only. The Company is not responsible for any errors or omissions in any Content. Customer is solely responsible for verifying the accuracy and completeness of all Content, as well as the applicability and suitability of any Content to Customer’s intended use. Subject to Customer’s compliance with this Agreement, Company grants to Customer a non-exclusive, non-transferable, limited license to access and use the Platform Content during the subscription term set forth in the Order. Customer may access the Content uploaded to or made available through the Platform solely for Customer’s internal business purposes in connection with Customer’s use of the Platform and Offerings. Customer may use the Platform Content: (i) to inform internal strategic planning, technology investments and business decision-making, (ii) to support internal presentations, reports and analyses for its employees and executives, (iii) to assist internal teams in market research, competitive analysis, and technology evaluation; and (iv) to distribute copies to Customer’s employees, contractors and consultants who require access for Customer’s internal business purposes; provided that such individuals are bound by confidentiality obligations consistent with this Agreement. Customer will not, and will not permit any third party to: (1) alter, modify, reproduce, or create derivative works of any Platform Content or User Content or any Customer Content incorporating or referencing any Platform Content or User Content; (2) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content or User Content or any Customer Content incorporating or referencing any Platform Content or User Content, or otherwise scrape, extract or systematically download the Platform Content or User Content; (3) aggregate, repackage, or redistribute any Platform Content or User Content into databases, data feeds or competitive intelligence products; or (4) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content or User Content. Without limiting the foregoing, Company will not be held liable to Customer or any other third party for any Content (including Customer Content and/or User Content) under the Communications Decency Act (47 U.S.C. § 230). All Platform Content will be delivered in the English language.
   • Authorized User Accounts. Customer may be required to establish an account to access the Platform Services (an “Account”). The identification and password associated with each Account (the “Account ID”) is personal in nature and may only be used by Customer’s employee (“Authorized User”) associated with that Account. Customer will authorize each individual Account for each Authorized User. Customer will not, and shall ensure that each Authorized User does not, distribute or transfer any Account or Account ID or provide any third party the right to access any Account or Account ID. Customer is solely responsible for all use of the Platform Services through each Account and for compliance by each Authorized User with the applicable terms of this Agreement and any other agreement to which the Authorized User agrees in connection with the Offerings. Customer will ensure that all information about each Authorized User provided to Company is and remains accurate and complete, and that all Account IDs issued to Customer, or any Authorized User, are kept secure and confidential. Customer will notify Company immediately if any Account ID is lost, stolen, or otherwise compromised, or upon becoming aware of any unauthorized access to or use of the Offerings or any Account ID or Account.
   • Reports. Certain proprietary reports in the Content are made available for download from the Platform and by newsletter or other data feeds offered by Company, including without limitation Company’s branded subscription Offerings for FUTURUM SIGNAL and FUTURUM RESEARCH reports.  Company grants to Customer a non-exclusive, non-transferable, limited license to copy, download and distribute Company’s proprietary reports in .pdf format (or such other media approved by Company in the Documentation (as defined below)) for Customer’s internal business use only during the subscription term set forth in the Order.  Transmittal of such proprietary reports outside Customer’s organization, including its partners, resellers, external consultants, and customers in any format is prohibited.  Posting such proprietary reports on Customer’s website accessible by the public or any persons outside Company’s organization is prohibited. Company reserves the right to offer subscriptions to distribute certain proprietary reports for Customer’s marketing purposes only, and Customer shall have the marketing distribution rights set forth in the Order. 
5. Non-Series Data.
   • “Non-Series Data” means discrete data points or statistics that are not part of an ongoing data series, survey program, or proprietary analytical framework, including but not limited to (a) single point market size estimates or revenue forecasts, (b) industry growth rates or CAGR projections for specific technology categories, (c) standalone competitive landscape insights or vendor rankings, and (d) survey findings or decision maker perspectives presented as aggregate statistics.
   • Non-Series Data Exception. Upon Company’s prior written consent, in each instance, Customer may use Non-Series Data for external purposes, which include (a) external presentations, publications, or marketing materials, (b) customer facing reports or white papers, (c) public speaking engagements, conference presentations, or media appearances, and (d) investor relations materials or regulatory filings. Customer’s request for external use of Non-Series Data shall include (i) the specific Content desired to be used, (ii) the intended external use case and audience, (iii) the format and context of use (publication, presentation, etc.), and (iv) the proposed attribution language. Customer shall submit such request at least 5 business days prior to its intended use, and Company shall use its commercially reasonable efforts to provide its response to the request within 3 business days of its receipt of the request. The Company may approve or deny any such request in its sole discretion. Failure to respond to any such request shall not be deemed or constitute approval, acceptance, or consent. All approvals and consents must be expressly provided by Company in writing. Any approved use of Non-Series Data must include the following Attribution:

“Source: Futurum Research, [report/data source title], [date]. Used with permission.”

6. Service Offerings.
   • RA Services. If an Order provides for a subscription to the RA Services, subject to Customer’s compliance with this Agreement and such Order, including payment of all Fees (as defined below), Company will use commercially reasonable efforts to provide Customer with RA Services as specified in an applicable Order. Analyst advisory inquiry sessions are measured on a 30-minute basis and may be limited by practice area (i.e., financial markets, technology markets, etc.). If an Order includes RA Services, it will include the number of sessions available to Customer and the practice areas available for those RA Services. RA Services are highly dependent on Customer’s input and inquiries, and Company does not guarantee the results of any RA Services. RA Services are for informational purposes only and will not result in any deliverable or work product, but rather, any reports delivered will be considered Content in accordance with this Agreement. Advisory days for RA Services may only be scheduled subject to mutual availability and with advance notice. 
   • Custom Projects. Company will provide professional services to perform each Custom Project in accordance with the statement of work set forth in the applicable Order. All services for Custom Projects will be completed in accordance with Company’s normal practices and standards. Customer agrees to provide all Customer Content requested by or required to perform the Custom Projects to Company in a timely manner in accordance with the applicable Order. Company is not responsible or liable for any delays in the delivery of any deliverable or the performance of any services to the extent such performance is dependent upon the provision of Customer Content by Customer.
7. AI Functionality. The Platform and Offerings may include features and functionality powered by artificial intelligence and other machine learning technologies (“AI Features”). Customer’s access to and use of any AI Features is subject to compliance with this Agreement and any other documentation, guidelines, or policies provided by Company. The quality, accuracy, and completeness of any content or materials generated through any AI Features (“Outputs”) are highly dependent on many factors, including the nature and quality of the content and materials (“Inputs”) used to generate those Outputs. The Company cannot and does not guarantee the generation of Outputs by any AI Feature. Company expressly reserves a worldwide, perpetual, irrevocable, transferrable, sublicensable, royalty-free right to use, copy, modify, incorporate, exploit and create derivative works from any and all Outputs for the purposes of: (1) providing Platform Services; (2) improving Company’s products and services, including training, tuning and improving artificial intelligence and machine learning models; (3) developing new products and services; (4) generating anonymized and aggregated data; and (5) any lawful commercial purposes or general business operations. Due to the nature of artificial intelligence and machine learning technology, Outputs may be incomplete, contain inaccuracies or errors, be biased or offensive, or fail to meet the Customer’s needs or expectations. All Outputs are for informational purposes only, and Company is not responsible for any errors or omissions in any Outputs. Customer is solely responsible for reviewing and verifying all Outputs and should not rely on any Outputs for legal, professional, regulatory, compliance, or other purposes without independently verifying the applicability and suitability of those Outputs to Customer’s intended use. Customer is solely responsible for all Inputs and Customer’s use of all Outputs. Customer will not mislead anyone as to the origin of any Outputs, including that any Output was human-generated. Customer will ensure that all Inputs, as well as the use of all Outputs, do not infringe or violate any third-party rights and that all Outputs comply with all applicable laws. Outputs provided to the Customer may also be similar to or identical to Outputs produced for other customers or authorized users. Outputs may not be subject to intellectual property protection. Customer’s rights in content or materials that comprise Outputs may not be enforceable. Customer will not use any Output (or any AI Features) to develop, train, or improve other artificial intelligence models. Subject to the foregoing, Customer has the right to use any Output in accordance with the Agreement. Without limiting the foregoing, Customer hereby consents to Company’s use of any Customer Content uploaded to the Platform or other input into the AI Features by Company and Authorized Users for all uses contemplated in Section 10.3 during and after the Term of this Agreement.
8. Restrictions On Use And Disclaimers.
   • Restrictions on Use. The Offerings, Platform, Platform Services, Company Data (as defined below), AI Features, and Documentation (as defined below), as well as all software, hardware, data, databases, and other technology used to provide the foregoing (collectively, the “Technology”), constitute the valuable intellectual property of Company. As an express condition to the rights granted to Customer under this Agreement, Customer will not and will not permit any Authorized User or other third party to: (1) use or access the Technology or any portion thereof for any purpose except as expressly provided in this Agreement; (2) modify, adapt, alter, translate, or create derivative works from the Technology; (3) distribute, lend, loan, lease, license, sublicense, transfer, resell, or make available the Technology, or any rights in or to the Technology to any third party other than as expressly provided in this Agreement; (4) access or use the Technology in any unlawful, illegal, or unauthorized manner; (5) access or use the Technology in any manner that could damage, disable, overburden or impair the Technology; (6) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the Technology; (7) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to the Technology; (8) interfere in any manner with the operation of the Technology or attempt to gain unauthorized access to the Technology; (9) use automated scripts or processes to collect information from or otherwise interact with the Technology; (10) engage in “screen scraping,” “database scraping,” or harvesting of any information or data; (11) access or use the Technology for purposes of competitive analysis, benchmarking, the development or provision of a competing product or service, or any other purpose that is to Company’s detriment or commercial disadvantage, as determined by Company in its sole discretion; or (12) alter, obscure, or remove any copyright notice, copyright management information or proprietary legend contained in or on any Technology. All use of the Technology will be solely in accordance with this Agreement and any applicable Documentation. The Company may monitor use of the Technology to verify compliance with the terms of this Agreement. Customer consents to all such monitoring and to the Company’s use of all data and information collected through such monitoring.
   • Disclaimers. All Content made available from the Platform Services or otherwise provided by Company as part of the RA Services is expressly subject to the disclaimers and policies of Company, as amended and published from time to time by Company at https://futurumgroup.com/about-us/policies/ (the “Disclaimers”).  The Disclaimers are hereby incorporated in these Terms and made part of the Agreement.
9. Fees and Payment. Customer will pay the fees specified in each Order (“Fees”) when due. Unless specified in the Order, Company will invoice Customer for all Fees in advance, and all Fees are due and payable by Customer within 30 days of the date of each applicable invoice. The Company may increase the Fees applicable to any subscription Offering effective upon renewal of the applicable subscription term for such Offering. In the case of late payment, after prior written notice, Company may suspend Customer’s use of the applicable Offering until payment is made in full. Customer may not withhold, reduce, or offset Fees owed to Company under this Agreement against any amounts owed to Customer. All Fees are non-refundable. Until paid in full, all past-due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum permitted under applicable law. Customer agrees to pay any taxes and other fees and charges imposed by any government entity on the Offerings or arising from this Agreement, excluding taxes based on the Company’s net income and payroll taxes. Customer must provide to Company any direct pay permits or valid tax-exempt certificates prior to signing each Order. If Company is required to pay taxes (other than its income and payroll taxes), Customer will reimburse Company for those amounts and indemnify Company for any taxes and related costs paid or payable by Company attributable to those taxes. If Customer reasonably disputes any item on an invoice, Customer must notify Company of the alleged discrepancy within 30 days after Customer’s receipt of the invoice. If Customer does not dispute any item on an invoice within such 30-day period, then Customer has permanently forfeited its right to dispute such item.  Customer shall not be required to pay any disputed part of an invoiced amount until the parties have successfully resolved the dispute.  All undisputed portions shall be timely paid by Customer. The parties will work in good faith to resolve any disputed amount on the invoice. If any services performed by Company are not covered by an Order, then the parties agree that Company’s then current standard time and materials rates or flat fees for similar services will apply. If Customer books advisory days for RA Services outside the amount included in their subscription package under the Order, these days will be billed separately at Company’s then current standard time and materials rates.
10. Ownership and Rights.
    • As between Company and Customer, Company and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Technology, any updates, upgrades, enhancements, modifications, and improvements thereto, and any other materials provided or developed by or on behalf of Company under this Agreement. Customer receives no ownership interest in or to any Technology or any intellectual property rights in or to the Technology. Customer is not granted any right or license to use any Technology or any associated intellectual property rights (whether by implication, estoppel, or otherwise), apart from Customer’s ability to access and use the Content and Offerings as specified in this Agreement. The Company name, logo, and all product and service names associated with the Content and Offerings are trademarks of the Company, and Customer is granted no right or license to use them. Customer covenants, on behalf of itself and its successors and assigns, not to assert against Company any rights, or any claims of any rights, in any Technology.
    • Company retains all right, title, and interest, including all intellectual property rights, in and to the technical and functional documentation that Company provides with its Offerings (“Documentation”). Subject to Customer’s compliance with this Agreement, during the Term, Company will provide Customer a limited, nonexclusive, nontransferable right to access and use the Documentation, as made available to Customer in connection with the Offerings, and subject to any limitations provided by Company.
    • Customer Data. Customer is responsible for all Customer Content and any data and information provided to Company by or on behalf of Customer through the Platform Services (collectively, “Customer Data”). As between Customer and Company, Customer retains all right, title, and interest, including all intellectual property rights, in and to all Customer Data (which may include Inputs) except with respect to any Platform Content and/or User Content incorporated or referenced in the Customer Content. In addition to the right to process Customer Data in order to provide and support the Offerings and to otherwise perform its obligations and exercise its rights under this Agreement, and provided such Customer Data is not specifically marked as confidential, Customer grants Company a nonexclusive, royalty-free, perpetual, irrevocable, and sublicensable right (but only to Company’s subprocessors) to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Customer Data. This license is granted for any purpose related to Company’s business operations, including but not limited to: (a) providing, maintaining, and improving Offerings; (b) developing, training, and refining AI Features (provided such Customer Data is aggregated and anonymized in accordance with Section 10.4 below); (c) creating new features, products or other offerings; and (d) generating de-identified, aggregated, and anonymized data sets for internal use or external publication. Customer represents, warrants, and covenants to Company that: (1) Customer has and will maintain all consents, permissions, approvals, and rights necessary to grant Company the foregoing rights; (2) neither the Customer Data nor Company’s use of Customer Data as permitted under this Agreement will cause Company to infringe, misappropriate, or violate the intellectual property rights or other rights of any third party or violate any applicable laws, rules, or regulations; (3) Customer Data will not violate this Agreement or any applicable laws; and (4) Customer Data is not false, misleading, or inaccurate. Customer is solely responsible for Customer Data, and Company is under no obligation to review any Customer Data. The Company will not be responsible or liable for the accuracy of any Customer Data or any deletion, destruction, or loss of any Customer Data. At the end of the Term, the Company may delete the Customer Data, unless otherwise required by law. Retained Customer Data will remain subject to the confidentiality provisions of this Agreement.
    • Blind Data and Learning. Customer authorizes Company to de-identify and aggregate Customer Data with data from other Company customers and third parties in a manner that does not identify Customer (or any user or client of Customer) and to use that aggregated data for providing services to customers, improvement of the Platform Services (in particular, product features and functionality, workflows and user interfaces), development of new Offerings, improving resource allocation and support, internal demand planning, training and developing machine learning algorithms, verification of security and data integrity, identification of industry trends and developments, creation of indices, and benchmarking. For clarity, unless otherwise agreed, to the extent any such data is not aggregated or anonymized, Company will only use any personally identifiable data contained in the Customer Data to provide the Offerings, and such use will be in accordance with the Privacy Policy (defined below).
    • Company Data. As between Company and Customer, Company retains all right, title, and interest, including all intellectual property rights, in and to all data and information (including all deliverables) provided through the Offerings (including Content and Custom Projects), excluding only Customer Data (“Company Data”). Subject to Customer’s compliance with this Agreement, including payment of all Fees, Company grants Customer a limited, nonexclusive, nontransferable right to (a) use the Company Data obtained by Customer through the Offerings during the Term of this Agreement, and (b) continue to use any Company Data in the form contained in any reports generated by Customer through the Offerings following the Term of this Agreement, in each case solely for the internal business purposes of Customer for which such Company Data was obtained. All Company Data is provided to Customer solely for informational purposes. Customer is solely responsible for verifying the accuracy, completeness, and applicability of all Company Data before using or relying upon any Company Data. Except as set forth in this Agreement, Customer is granted no licenses or rights in or to any Company Data.
11. Feedback. If Customer provides any general suggestions, ideas, or other feedback about the Offerings or Platform Services (“Feedback”), the Company may use and otherwise act on Feedback with no financial, credit, confidentiality or other obligation to Customer, but is not obligated to use Feedback in any way.
12. Confidentiality; Privacy and Security.
    • Each party (“Recipient”) may receive Confidential Information from the other party (“Discloser”) during the Term of this Agreement. Each Recipient agrees to: (a) hold the Confidential Information in strict confidence; (b) not use the Confidential Information for any purpose other than fulfilling its obligations under this Agreement; (c) not disclose the Confidential Information to any third party without Discloser’s prior written consent; and (d) limit access to the Confidential Information to those of its employees and other representatives (if any) having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement. For purposes of this Agreement, “Confidential Information”means all information regarding a party’s business, technology, personnel, or affairs that is either designated as confidential or of a nature or disclosed under circumstances such that a reasonable person would recognize it as confidential. For clarity, the Company’s Confidential Information includes, but is not limited to, Technology, Documentation, Company Data, and any information regarding research and development, Offerings, Platform Services, pricing, or availability. The terms and conditions of this Agreement constitute the Confidential Information of each of the parties. Confidential Information of either party disclosed prior to the start of this Agreement will be subject to this Section. The following information will not be considered Confidential Information: (1) information that is independently developed by the Recipient without reference to the Discloser’s Confidential Information; (2) information that is generally known to the public without breach of this Agreement by the Recipient; (3) information that, at the time of disclosure, was known to Recipient free of confidentiality restrictions; or (4) information that the Discloser agrees in writing is free of confidentiality restrictions. In the event of legal proceedings relating to the Confidential Information, the Recipient will cooperate with the Discloser and comply with applicable law (all at Discloser’s expense) with respect to handling of the Confidential Information, and the Recipient will only disclose Confidential Information to the extent absolutely necessary pursuant to any such legal proceeding. Customer acknowledges and agrees that Company will only treat Customer Content as confidential if the Authorized User expressly checks the appropriate box to mark such file as confidential at the time of disclosure when uploading such content to the Platform.
    • Each Recipient will use commercially reasonable efforts to protect: (a) the security, confidentiality, and integrity of the Discloser’s Confidential Information in its possession or control; (b) against any reasonably anticipated threats or hazards to the security or integrity of the Discloser’s Confidential Information; and (c) against unauthorized access to or use of the Discloser’s Confidential Information. Each Recipient shall protect the Discloser’s Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care. The obligations set forth in this Section shall survive for a period of two years following the termination or expiration of this Agreement, provided that with respect to any Company Confidential Information that constitutes a trade secret under applicable law, the obligations shall continue for so long as such information remains a trade secret.
13. Termination and Suspension.
    • Either party may terminate this Agreement and an Order effective on written notice to the other party if the other party: (a) materially breaches this Agreement or the Order and such breach (i) is incapable of cure, or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or (b) files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
    • Company may suspend or limit use of the Content, Offerings, or Platform Services where it reasonably believes that Customer’s continued use of the Content, Offerings, or Platform Services may be in violation of this Agreement, the applicable Order or any applicable law or present a risk of harm, loss, or liability to Customer or Company, the Technology, or any third party. Company will use commercially reasonable efforts to (a) limit the extent and duration of any suspension, (b) notify Customer of any suspension (in advance if possible), and (c) reinstate any suspended Offerings as soon as reasonably possible following the remedy of any cause of such suspension.
    • Effect of Expiration or Termination. Termination or expiration of this Agreement will terminate all Orders then pending under this Agreement. Upon the effective date of any expiration or termination of this Agreement: (a) except as otherwise stated above, all Fees under this Agreement will become due and payable; (b) Company may cease providing access to any Content, Offerings, and the Platform Services; (c) all rights and licenses under this Agreement will terminate, including any right to access or use to any Content, Offerings, and the Platform Services; and (d) Customer will return (or at the request of Company, permanently destroy) any Company Confidential Information in its possession or control. At the Company’s request, Customer will certify in writing its compliance with this Section.
    • The following Sections shall survive termination or expiration of this Agreement: 1, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21.
14. Warranties and Disclaimer.
    • Each party represents and warrants: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party’s performance under this Agreement will not violate any applicable laws, rules, or regulations.
    • Company warrants that it will use commercially reasonable efforts to provide the Offerings (including Platform Services, RA Services and Custom Projects) in substantial conformance with the then-current Documentation and applicable Order. Customer’s sole and exclusive remedy and Company’s entire liability for breach of the foregoing warranty will be, in Company’s sole discretion, providing a remedy for such breach, or termination of Customer’s subscription to the affected Offerings. The warranty in this Section will not apply where a failure or breach arises from: (a) the Customer Data; (b) any support, modifications, or improvements not provided by Company; (c) any product, service, or data not provided by Company; (d) any instance where the Offerings were provided for no Fee; or (e) Customer’s or its Authorized Users’: (i) negligence, misuse, abuse or misapplication of the Content, Offerings, or Platform Services; (ii) use of the Content, Offerings, and Platform Services other than in accordance with this Agreement or the then-current Documentation and applicable Order; or (iii) breach of this Agreement.
    • EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER COMPANY NOR ITS PROVIDERS OR CONTRACTORS MAKE ANY REPRESENTATION OR WARRANTY, AND COMPANY AND ITS PROVIDERS AND CONTRACTORS HEREBY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. COMPANY MAKES NO WARRANTIES THAT THE OPERATION OF THE OFFERINGS AND PLATFORM WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. CUSTOMER AGREES THAT IT IS NOT RELYING ON DELIVERY OF FUTURE FUNCTIONALITY, PUBLIC COMMENTS, OR ADVERTISING OF COMPANY IN OBTAINING ANY SPECIFIC RESULTS FROM ITS OWN CUSTOMERS. THE FOREGOING DISCLAIMERS ARE IN ADDITION TO ANY AND ALL LIMITATIONS, WAIVERS AND DISCLAIMERS SET FORTH IN THE DISCLAIMERS.
15. Third Party Claims.
    • Claims Against Customer. Company will defend and indemnify Customer and its officers, directors, shareholders, employees, contractors, and agents (“Customer Indemnitees”) against claims brought against Customer Indemnitees by any third party relating to (a) the negligence or willful misconduct of Company, or (b) Company’s failure to comply with applicable law.
    • Claims Against Company. Customer will defend, indemnify, and hold harmless Company and its officers, directors, shareholders, employees, contractors, and agents (“Company Indemnitees”) against claims brought against Company Indemnitees by any third party relating to any (a) Customer Data or any rights granted to or use of Customer Data by Company as permitted under this Agreement, (b) use of the Offerings or Platform Services not in accordance with this Agreement by Customer or its Authorized Users, (c) negligence or willful misconduct on behalf of Customer or its Authorized Users, or (d) failure to comply with applicable law by Customer or its Authorized Users.
    • The party against whom a third-party claim covered by this Section is brought (the “Indemnitee”) will timely notify the other party (the “Indemnitor”) in writing of such claim (provided that a failure to so timely notify will not waive any defense or indemnification obligations of the Indemnitor, except to the extent the Indemnitor is materially prejudiced by failure to timely notify the Indemnitor). The Indemnitee will reasonably cooperate in the defense of such claims, and may appear (at its own expense) through counsel of its own, however, the Indemnitor will have the right to fully control the defense. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the Indemnitee without its prior written consent, which it agrees not to unreasonably withhold.
16. Limitation of Liability.
    • Limitation of Liability. REGARDLESS OF THE BASIS OF LIABILITY (WHETHER ARISING UNDER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, BREACH OF STATUTORY DUTY, BREACH OF WARRANTY, OR CLAIMS BY THIRD PARTIES), UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE LIABILITY, LOSS, OR DAMAGE (WHETHER OR NOT THE OTHER PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, LOSS, OR DAMAGE), INCLUDING ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, LOSS RESULTING FROM WORK STOPPAGE, OR LOSS OF REVENUE OR ANTICIPATED SAVINGS.
    • Cap on Damages. THE MAXIMUM AGGREGATE LIABILITY OF COMPANY TO THE CUSTOMER RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE OFFERING THAT CAUSED THE DAMAGE DURING THE 3-MONTH PERIOD PRECEDING THE EVENTS (OR SERIES OF CONNECTED EVENTS) GIVING RISE TO SUCH LIABILITY.
    • Risk Allocation. Each party acknowledges that this Agreement allocates risk between the parties and that the Fees for the Offerings reflect this allocation of risk and the foregoing limitations of liability.
17. Injunctive Relief. Without prejudice to the Company’s right to proceed with any claim, nothing in this Agreement will limit the Company’s right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction. Each party acknowledges and agrees that due to the unique nature of the Technology and the intellectual property rights relating to the Technology, there can be no adequate remedy at law for any breach by Customer of its obligations under this Agreement, that any such breach may cause Company irreparable harm, and therefore, that upon any such breach of this Agreement or threat of such breach, Customer will not oppose any attempt by Company to obtain, in addition to whatever remedies it may have at law or in equity, an injunction or other appropriate equitable relief without making any additional showing of irreparable harm (and agrees to support the waiver of any requirement that Company be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).
18. Choice of Law; Venue; Waiver of Jury Trial. This Agreement shall be governed exclusively by the laws of the State of Texas, without regard to its conflicts of laws rules. All disputes relating to this Agreement shall be brought solely in the state and federal courts located in Travis County, Texas, and such courts shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each of the parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, for such disputes, and irrevocably waives any objections to the laying of venue in such courts. EACH PARTY ALSO WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT. CUSTOMER AGREES THAT CUSTOMER WILL PURSUE ANY CLAIM OR LAWSUIT RELATED TO ANY DISPUTE OR OTHERWISE ARISING FROM OR IN ANY WAY RELATING TO THIS AGREEMENT, THE PLATFORM, CONTENT, OR OFFERINGS, OR ITS USE OF THE FOREGOING AS AN INDIVIDUAL OR BUSINESS, AND WILL NOT LEAD, JOIN, OR SERVE AS A REPRESENTATIVE OR MEMBER OF A CLASS OR GROUP OF PERSONS BRINGING SUCH A CLAIM OR LAWSUIT.
19. Export. Customer will comply with all export and import control laws, rules, and regulations applicable to the access to and use of the Offerings and Platform Services. Customer will obtain all licenses, permits, and approvals required by the U.S. government or any other government, and in accordance with all applicable laws. Customer will not export or re-export any Technology without all such required licenses, permits, and approvals. Customer will defend, indemnify, and hold harmless Company from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by Company as a result of any violation of such laws by Customer.
20. To the extent either party uses or processes any personal data in its performance of this Agreement, each party agrees to use and process any personal data as described in the Company’s privacy policy (“Privacy Policy”). The Privacy Policy is hereby incorporated in these Terms and made part of the Agreement, as amended and published by Company from time to time at https://futurumgroup.com/privacy-policy/, and as part of the Disclaimers.
21. • Entire Agreement. This Agreement, including these Terms, all Orders under these Terms, and any referenced exhibits or documents in these Terms or an applicable Order, constitutes the complete and exclusive statement of the agreement between Company and Customer relating to the Offerings and Platform Services and the subject matter of this Agreement and supersedes all prior agreements, arrangements, and understandings between the parties relating to that subject matter. Each party acknowledges that in entering into this Agreement, it has not relied on any representation, discussion, collateral contract, or other assurance except those expressly set out in this Agreement. The terms of this Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions.
    • Amendments and Modifications. The Company may, in its sole discretion, modify this Agreement from time to time. The Company will use commercially reasonable efforts to provide notice of any material modifications to this Agreement. Notice may be provided to Customer directly or posted on the Platform. Unless a change is made for legal or administrative reasons, which will become effective immediately, any modification to this Agreement will be effective 5 days following posting of the modified version of this Agreement to the Platform. Customer’s continued access to the Platform or use of the Offerings following that date constitutes Customer’s acceptance of, and agreement to be bound by, any modified Agreement. Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.
    • All notices, consents, authorizations, and approvals to be given by a party under this Agreement will be in writing and will be delivered to the party’s address set forth in the Order, either via: (a) hand-delivery; (b) reputable overnight mail service; or (c) certified mail, return receipt requested, to the other party; or (d) by electronic mail transmission, provided that receipt of such electronic mail is confirmed by the recipient. All notices will be effective upon confirmation or acknowledgment of receipt (or when delivery is refused), except notice by electronic mail, which will be effective only after receipt of the electronic mail is actually confirmed by the recipient. Either party may change its address for notice by giving notice of the new address to the other party.
    • If any provision of this Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of this Agreement.
    • A waiver of any breach of this Agreement is not deemed a waiver of any other breach.
    • This Agreement may be executed in two or more counterparts, whether to these Terms or an Order, including electronically, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
    • Without the Company’s prior written consent, Customer may not assign or transfer this Agreement (or any of its rights or obligations) to any party, whether by operation of law or otherwise. Any purported assignment in violation of the foregoing will be null and void. This Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties to this Agreement and their respective successors and permitted assigns, and nothing in this Agreement confers upon any other person or entity any legal or equitable right whatsoever to enforce any provision of this Agreement.
    • Relationship of the Parties. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by this Agreement.
    • Force Majeure. Any delay or failure in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party, including, without limitation, acts of God or any governmental body, war or national emergency, epidemic, riots or insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control is not a breach of this Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
    • Electronic Signatures. The parties agree to rely on an electronic signature process as official authorization for all transactions conducted using the Platform or related to the Offerings. By accessing the Platform and, where prompted clicking “I Agree” or “Click to Consent” or by submitting any Order for any Offerings, the parties agree to conduct each transaction by electronic means and hereby state that electronic signatures shall have the same force and effect as an original signature with respect to these Terms and all written agreements entered into between Company and Customer and Authorized Users. Customer and Authorized Users may revoke approval of this electronic signature process at any time with prior written notice to Company from their Account; however, this will result in Company’s suspension or termination of the Platform Services and/or the Offerings and/or any access and use of the Platform and the Content absent an acknowledgment of agreement or consent by other valid legal means.

Last Updated: August 12, 2026