SUBSCRIPTION AGREEMENT

Overview
1. This Subscription Agreement (the “Agreement”) governs your access to and use of the Company’s Services, including the FutureFeed platform. If you register for a free trial of Services or for free Services, the applicable provisions of this Agreement will also govern those Services.
2. BY ACCEPTING THIS AGREEMENT, AS EVIDENCED BY (i) SIGNING AND RETURNING A COPY OF THIS AGREEMENT, (ii) CLICKING A BOX INDICATING ACCEPTANCE, (iii) ACCESSING OR USING THE PARTNER PORTAL (WHEN AVAILABLE) MORE THAN TEN (10) CALENDAR DAYS AFTER THE UPDATE DATE (DEFINED BELOW), OR (iv) ACCESSING OR USING ONE OR MORE OF THE SERVICES MORE THAN TEN (10) CALENDAR DAYS AFTER THE UPDATE DATE (DEFINED BELOW), YOU AGREE TO THE TERMS OF THIS AGREEMENT.
3. Click here to contact us if you have a question about this Agreement. For an overview of how this Agreement fits in with our other documents (e.g., our Terms of Use or our Privacy Policy), please see our Legal page.
4. YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY. FOR THE PURPOSES OF THIS AGREEMENT, THE TERM “CLIENT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CLIENT AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. YOUR USE OF THE SERVICES SHALL BE GOVERNED BY THIS AGREEMENT AS CLIENT’S REPRESENTATIVE.
5. THE COMPANY’S DIRECT COMPETITORS, AND THOSE WHO ARE ANTICIPATING COMPETING WITH THE COMPANY, ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES, EXCEPT WITH THE COMPANY’S PRIOR WRITTEN CONSENT. IF YOU WORK FOR OR REPRESENT A DIRECT COMPETITOR, OR IF CLIENT IS A DIRECT COMPETITOR, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.
6. The Services may not be accessed for purposes of monitoring their availability, performance, functionality, or security, or for any other benchmarking or competitive purposes, without the Company’s express permission.
7. The Company reserves the right to modify the terms of this Agreement at any time. The then-current version of the Agreement will be published via the Company’s Legal Page. The Company will notify Client when changes are made to the Agreement or any related documents or addenda (e.g., the Privacy Policy or Terms of Use) where such changes materially alter the performance of the Services or the terms under which the Services are delivered. The Company will also update the Change Log (at the bottom of this document) to help Client identify material changes that were made. It is Client’s responsibility to periodically review the then-current terms of the Agreement. This Agreement was last updated on the most recent date reflected in the Change Log, below (the “Update Date”). It is effective between Client and the Company as of the earliest date after the Update Date on which Client accepted this Agreement (the “Effective Date”). Any modification of the terms of this Agreement will have prospective effect only. Notwithstanding the foregoing, any pricing changes will only be effective upon renewal of the corresponding Subscription.
Definitions
1. Capitalized terms shall have the meanings defined in the Definitions page and as defined herein, including any definitions below. In the event of a conflict between a definition on the Definitions page and this Agreement, the terms defined in this Agreement shall control for this Agreement.
The Company’s Rights and Responsibilities
1. Provision of Purchased Services. The Company will:
  1. make the Services and Content available to Client pursuant to this Agreement, and the applicable Order Forms and Documentation;
  2. provide applicable support for the Purchased Services to Client at no additional charge;
  3. use commercially reasonable efforts to make Purchased Services available 24 hours a day, 7 days a week, except for:
    1. planned downtime (of which the Company shall give advance electronic notice), and
    2. any unavailability caused by circumstances beyond the Company’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving the Company’s employees), Internet or cloud service provider failure or delay, Non-FutureFeed Application, or denial of service attack;
  4. use commercially reasonable efforts to host, maintain, and update the Services;
  5. ensure all Services are hosted in, and all related Client Data is stored in, systems which meet or exceed the requirements set forth for FedRAMP High or Cybersecurity Maturity Model Certification (“CMMC”) 2.0 Level 2; and,
  6. provide the Services in accordance with laws and government regulations applicable to the Company’s provision of its Services to its Clients generally (i.e., without regard for Client’s particular use of the Services), and subject to Client’s and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.
2. Protection and Availability of Client Data.
  1. Protection. The Company will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Client Data, as described in the Documentation, including the Company’s security page. Those safeguards will include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Client Data (other than by Client or Users). The terms of the Company’s Privacy Policy (https://futurefeed.co/legal/privacy) posted as of the Effective Date, and as amended by the Company from time to time, are hereby incorporated by reference.
  2. Export or Download by Client. Upon request by Client, made within 30 days after the termination of this Agreement or expiration of a Subscription under this Agreement, the Company will make Client Data available to Client for export or download as provided in the Documentation.
3. TPSP Access to Client Data. Regardless of whether this Agreement is entered into directly with Client or through a TPSP on behalf of the Client, the Company and all TPSPs shall treat all Client Data as though it belongs to the Data Owner. In addition, the Company reserves the right to honor any request by a Client to exclude or remove a TPSP’s access to the Client’s Service, even where the TPSP has paid the fee for such Service.
4. Support. The Company makes available to Clients a range of mechanisms for obtaining assistance, and reporting issues, with the Services. These support mechanisms, and the corresponding support commitments, are defined on our Support page and in the Documentation.
5. The Company’s Personnel. The Company will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with the Company’s obligations under this Agreement, except as otherwise specified in this Agreement.
6. Incident Response and Security Breach Notification.
  1. Notifications: In the event of an Incident that impacts Client’s access to Client Data, the Company will use commercially reasonable efforts to restore access thereto as quickly as possible. The Company will use commercially reasonable efforts to notify Client within twenty-four (24) hours, and in all cases to notify Client within not more than seventy-two (72) hours, or shorter period where required by law or regulation, of any confirmed Security Breach of a Service which impacts Client Data. To the extent possible, such notifications shall include specific information on what Client Data was accessed, and Company shall notify Client within forty-eight (48) hours of the discovery that any additional Client Data has been accessed. Company shall provide Client a summary report that describes the final results of any resulting investigation.
  2. Response: In the event of an Incident that impacts Client’s access to Client Data, the Company will use commercially reasonable efforts to restore access thereto as quickly as possible.
  3. Remedies: To the extent a Security Breach is directly caused by the Company’s breach of this Agreement, the Company will pay or reimburse, up to the amount covered by the Company’s insurance, all reasonable, documented costs and expenses of: (i) such disclosures and notification (including any legal or forensic expenses, fulfillment service expenses, or call center expense relating to the Security Breach), (ii) any applicable monitoring and reporting on the Client’s or their Representatives’ credit records or the restoration of the impacted individuals’ credit or identity, and (iii) all other remedies required by applicable laws or regulations.
7. Beta Services. From time to time, the Company may make Beta Services available to Client. Client may choose to try such Beta Services, or not, in its sole discretion. Any use of Beta Services is subject to the Beta Services terms that are posted with the Beta Services.
8. Free Trial. If Client registers for a free trial of a Service, the Company will make the applicable Service(s) available to Client on a trial basis free of charge until the earlier of: (i) the end of the free trial period for which Client registered to use the applicable Service(s); (ii) the start date of any Purchased Service Subscriptions ordered by Client for such Service(s); or (iii) termination by the Company in its sole discretion. Additional trial terms and conditions may appear on a Service’s trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding on Client.
  1. ANY DATA CLIENT ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CLIENT, DURING CLIENT’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CLIENT PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CLIENT CANNOT TRANSFER DATA ENTERED, OR CUSTOMIZATIONS MADE, DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CLIENT PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CLIENT MUST EXPORT CLIENT DATA BEFORE THE END OF THE TRIAL PERIOD OR CLIENT DATA WILL BE PERMANENTLY LOST.
  2. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND THE COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE THE COMPANY’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $10.00. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CLIENT THAT:
    1. CLIENT’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CLIENT’S REQUIREMENTS,
    2. CLIENT’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR
    3. USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE.
  3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CLIENT SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO THE COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CLIENT’S USE OF THE SERVICES DURING ANY FREE TRIAL PERIOD, ANY BREACH BY CLIENT OF THIS AGREEMENT AND ANY OF CLIENT’S INDEMNIFICATION OBLIGATIONS HEREUNDER. CLIENT SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.
9. Free Services. The Company may make Free Services available to Client. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Client without charge, but may be subject to certain usage limits, as described in the Documentation. Usage over these limits requires Client’s purchase of additional resources or Services. Client agrees that the Company, in its sole discretion and for any or no reason, may terminate Client’s access to the Free Services or any part thereof at any time and without advance notice to Client.
  1. Client agrees that any termination of Client’s access to Free Services may be without prior notice, and Client agrees that the Company will not be liable to Client or any third party for such termination. Client is solely responsible for exporting Client Data from the Free Services periodically and prior to termination of Client’s access to the Free Services for any reason, provided that if the Company terminates Client’s account, except as required by law, the Company will provide Client a reasonable opportunity to retrieve its Client Data.
  2. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND THE COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE THE COMPANY’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $10.00. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CLIENT THAT:
    1. CLIENT’S USE OF THE FREE SERVICES WILL MEET CLIENT’S REQUIREMENTS,
    2. CLIENT’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND,
    3. USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE.
  3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CLIENT SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO THE COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CLIENT’S USE OF THE FREE SERVICES, ANY BREACH BY CLIENT OF THIS AGREEMENT AND ANY OF CLIENT’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
Use of Services and Content
1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation:
  1. Purchased Services and access to Content are purchased as Subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal;
  2. Client may purchase additional Subscriptions for Purchased Services at any time, and the Company will prorate the term and corresponding fee for the additional Subscription such that the additional Subscription terminates on the same day as Client’s primary Subscription;
  3. Client may purchase Subscriptions for Content at any time, and each Content Subscription shall be prorated to match the Subscription term remaining in the Purchased Services Subscription for which the Content Subscription is purchased;
  4. Client may purchase Subscriptions to Non-FutureFeed Applications at any time;
  5. Client shall be fully responsible for the performance of its personnel (including its employees and contractors) and their compliance with Client’s obligations under this Agreement, except as otherwise specified in this Agreement, as though they were parties to this Agreement and any worked performed by them was performed by Client; and,
  6. Client agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by the Company regarding future functionality or features.
2. Affiliates. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
3. Organization Size. The Company relies on information provided by or on behalf of Client when establishing a price for Purchased Services. Client represents and warrants that all information provided by or on behalf of Client for such purposes is accurate. If Client’s organization changes such that the information is no longer accurate and pushes Client into another pricing tier, the Company will work with Client to adjust the Subscription fee accordingly at the end of the then-current Subscription term. If the Company learns that Client has misrepresented any information relied upon by the Company when establishing a Purchased Services fee, the Company reserves the right to a) bill Client for any price differences in accordance with the “Invoicing and Payments” section below plus a fifty percent (50%) penalty, and b) suspend Client’s service.
4. Client Responsibilities. Client will:
  1. supply all equipment and connectivity necessary to access the Service;
  2. be responsible for, and ensure, Users’ compliance with this Agreement, the Documentation, and all Order Forms, with all of Client’s obligations being imputed to such Users;
  3. be responsible for the accuracy, quality, and legality of Client Data, the means by which Client acquired Client Data, Client’s use of Client Data with the Services, and the interoperation of any Non-FutureFeed Applications with which Client uses Services or Content;
  4. take all measures that are required by Data Protection Laws, and measures in accordance with good industry practice relating to data security (including, if applicable, pursuant to Article 32 of GDPR) while accessing and using the Services;
  5. use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify the Company promptly of any such unauthorized access or use;
  6. ensure that all Users’ multifactor authentication are properly configured and maintained to facilitate access to the Services;
  7. use Services and Content only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy, Order Forms and applicable laws and government regulations; and,
  8. comply with any terms of service or other agreements associated with any Non-FutureFeed Applications with which Client uses Services or Content.
5. Breach by Client. Any use of the Services in breach of the foregoing by Client or Users that in the Company’s judgment threatens the security, confidentiality, integrity, or availability of the Services, may result in the Company’s immediate suspension of Client’s use of the Services, however, the Company will provide Client with at least thirty (30) days’ notice and an opportunity to remedy such violation or threat prior to any such suspension. Notwithstanding the foregoing, the Company reserves the right to, at the Company’s sole discretion, terminate Client’s or an individual User’s use of the Services where such Client or User is deemed by the Company to pose an active threat to the confidentiality, integrity, or availability of the Services for other Clients.
Usage Restrictions. Client will not:
1. misrepresent metrics used by the Company to determine Services pricing;
2. make any Service or Content available to anyone other than Client or Users, or use any Service or Content for the benefit of anyone other than Client or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation;
3. sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering;
4. use a Service or Non-FutureFeed Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
5. use a Service or a Non-FutureFeed Application to store, process, or transmit third-party confidential, controlled unclassified, or classified information;
6. use a Service or Non-FutureFeed Application to store or transmit Malicious Code;
7. interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;
8. attempt to gain unauthorized access to any Service or Content or its related systems or networks;
9. permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of the Company intellectual property except as permitted under this Agreement, an Order Form, or the Documentation;
10. modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof;
11. copy Content except as permitted herein or in an Order Form or the Documentation;
12. frame or mirror any part of any Service or Content, other than framing on Client’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation;
13. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to:
  1. build a competitive product or service;
  2. build a product or service using similar ideas, features, functions or graphics of the Service;
  3. copy any ideas, features, functions, or graphics of the Service; or
  4. determine whether the Services are within the scope of any patent.
Removal of Content and Non-FutureFeed Applications.
1. If Client receives notice, including from the Company, that Content or a Non-FutureFeed Application may no longer be used or must be removed, modified and/or disabled, including, without limitation, to avoid violating applicable law, third-party rights, or any of the Company’s policies, Client will promptly do so. If Client does not take required action, including without limitation deleting any Content that Client may have downloaded from the Services, in accordance with the above, or if in the Company’s judgment continued violation is likely to reoccur, the Company may disable the applicable Content, Service and/or Non-FutureFeed Application. If requested by the Company, Client shall confirm deletion and discontinuance of use of such Content and/or Non-FutureFeed Application in writing and the Company shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if the Company is required by any third-party rights holder to remove Content or receives information that Content provided to Client may violate applicable law or third-party rights, the Company may discontinue Client’s access to Content through the Services.
Content Usage.
1. All content, including without limitation any sample policies, procedures, plans, or other sample or template documents, is intended solely for general informational purposes, is provided as-is, and does not constitute legal or business advice. All documents created by a business should be tailored to the business’s specific needs, risks, and resources. The specific circumstances of each business may require actions and procedures beyond those outlined in any content; likewise, not every action or procedure in the content will necessarily be appropriate for a particular business. The Company expressly rejects and disclaims any express or implied warranty of any kind regarding such content, including without limitation fitness for a particular purpose or that the use of such content will render Client fully compliant with any state or federal law or regulation, including without limitation DFARS 252.204-7008, DAFARS 252.204-7012, the New York State Department of Financial Services (“DFS”) Rule 500 (23 NYCRR Part 500), the California Consumer Privacy Act, or the European Union’s General Data Protection Regulation. Clients that are subject to DFS’s Cybersecurity Regulation should also note that the organizations reflected in sample content may be exempt from some requirements pursuant to 23 NYCRR 500.19(a), including the requirement to have a Chief Information Security Officer, and Client’s organization may not be so exempted. Client expressly acknowledges and agrees that:
  1. Client shall be fully and solely responsible for drafting policies tailored to its own circumstances and for the implementation thereof; and
  2. Client’s use of such content is at Client’s own risk.
Non-FutureFeed Applications and Services
1. Non-FutureFeed Applications and Services. The Company or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-FutureFeed Applications, document templates, training services, and implementation and other consulting services. Any acquisition by Client of such products or services, and any exchange of data between Client and any Non-FutureFeed provider, product or service is solely between Client and the applicable non-FutureFeed provider. The Company does not warrant or support non-FutureFeed Applications or other non-FutureFeed products or services, regardless of whether they are designated by the Company as “certified” or otherwise, unless expressly provided otherwise in an Order Form. The Company is not responsible for any disclosure, modification or deletion of Client Data resulting from access by such Non-FutureFeed Application or its provider.
2. Integration with Non-FutureFeed Applications. The Services may contain features designed to interoperate with Non-FutureFeed Applications. The Company cannot guarantee the continued availability of such Service features and may cease providing them without entitling Client to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-FutureFeed Application ceases to make the Non-FutureFeed Application available for interoperation with the corresponding Service features in a manner acceptable to the Company.
Training.
1. The Company will make available training in accordance with our Support commitments.
Fees and Payment
1. Fees. Client will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form:
  1. fees are based on Services and Content Subscriptions purchased and not actual usage;
  2. fees are based on Client’s representations regarding certain metrics, and Client represents and warrants that all such representations, including, without limitation, any representations in a Service, are accurate and current and may be relied upon by the Company for such purposes;
  3. payment obligations are non-cancelable and fees paid are non-refundable more than seventy-two (72) hours after such obligations arise and the Company shall be entitled to deduct from all refunds the cost of any transaction-related fees;
  4. quantities purchased (e.g., enclave sizes) cannot be decreased during the relevant Subscription term; and,
  5. access will not be granted to Paid Services until all associated fees have been paid.
2. Order Form Details. Client shall act in good faith and accurately enter and maintain all information requested on an Order Form including, without limitation, metrics such as the number of Full Time Equivalent employees at a Client and/or the number of employees accessing an enclave. Client shall ensure that, where Client can enter such metrics in a Service, those metrics are regularly updated. Client acknowledges that Company shall rely on such metrics to facilitate renewal processing and any misrepresentations thereof shall be deemed a breach of this Agreement.
3. Misrepresentations. If an audit or other review reveals Client has misrepresented information or metrics on an Order Form or in a Service, the Company may take any (or any combination) of the following actions, and without waiving any other right or remedy it may possess, to the maximum extent permitted by Law:
  1. calculate any price differences as a “late fee” and charge interest (of no less than 1% per month, unless prohibited by Laws) and late fees on the past due amount from the first day the amount is past due until the amount is paid in full; and,
  2. suspend all pending orders and Client’s access to the Services.
4. Invoicing and Payment. Client will provide the Company with valid and updated credit card or ACH information (“Payment Information”). Client authorizes the Company to charge such Payment Information for all Purchased Services listed in the Order Form for the initial Subscription term, any renewal Subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below, and any additional Services, Non-FutureFeed Applications, or other additional functionality that may be available through a Service. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Company expressly authorizes, and the Order Form specifies, that payment will be by a method other than a credit card or ACH, the Company will invoice Client in advance and in accordance with the relevant Order Form. Client expressly acknowledges and agrees that the Company shall charge a two hundred fifty dollar ($250) manual invoicing fee for such services. Unless otherwise stated in the Order Form, invoiced fees must be received no later than the date indicated on the invoice or the Company may exercise its rights under this Agreement, including, without limitation, disabling Client’s access to all relevant Services. The Client is responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes to such information.
5. Pre-printed Purchase Order Information. All Services are provided solely in accordance with the terms of this Agreement. In no event shall any preprinted terms or conditions found on Client’s purchase orders, invoices, or other preprinted forms be considered an amendment or modification of this Agreement or any related agreement. Such preprinted terms or conditions, to the extent in conflict with this Agreement or any related agreement, shall be considered null, void, and of no effect.
6. Overdue Charges. If any invoiced amount is not received by the Company by the due date, then without limiting the Company’s rights or remedies:
  1. those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower;
  2. the Company may condition future Subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above’; and/or,
  3. the Company may suspend Client’s access to the Services.
7. Suspension of Service and Acceleration. If any charge owing by Client under this or any other agreement for services is overdue, the Company may, without limiting its other rights and remedies, accelerate Client’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for Clients paying by credit card or direct debit whose payment has been declined, the Company will give Client at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Client.
8. Payment Disputes. The Company will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” sections above if Client is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
9. Taxes. The Company’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases hereunder. If the Company has the legal obligation to pay or collect Taxes for which Client is responsible under this section, the Company will invoice Client and Client will pay that amount unless Client provides the Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, the Company is solely responsible for taxes assessable against it based on its income, property, and employees.
Proprietary Rights and Licenses
1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, the Company, its Affiliates, its licensors, its Content Providers, and all Non-FutureFeed Application developers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein.
2. No First Sale. Services are only accessible via Subscription, and Client obtains no ownership or other rights therein. As such, the Services and all access thereto is not subject to the “first sale” or any similar doctrine under copyright or other applicable intellectual property rights Laws.
3. Access to and Use of Content. Client has the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement, and the Documentation.
4. License by Client to the Company. Client grants the Company, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display Client Data and any Non-FutureFeed Applications and program code created by or for Client using a Service or for use by Client with the Services, each as appropriate for the Company to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. Client also grants the Company the right to use and include Client’s deidentified information for aggregation purposes in reports to third parties. If Client chooses to use a Non-FutureFeed Application with a Service, Client grants the Company permission to allow the Non-FutureFeed Application and its provider to access Client Data and information about Client’s usage of the Non-FutureFeed Application as appropriate for the interoperation of that Non-FutureFeed Application with the Service. Subject to the limited licenses granted herein, the Company acquires no right, title or interest from Client or its licensors under this Agreement in or to any Client Data, Non-FutureFeed Application, or such program code.
5. License by Client to Use Feedback. Client grants to the Company and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Client or Users relating to the operation of the Company’s or its Affiliates’ services.
6. License by Client to use Name and Logo. Client grants to the Company a worldwide, royalty-free license to use Client’s name and logo in sales and marketing literature and on sales and marketing website(s), provided the Company’s use of such marks does not imply endorsement of the Services. Client may request that the Company cease a particular use of Client’s mark and Company shall make commercially reasonable efforts to accommodate Client’s requests.
7. Federal Government End Use Provisions. The Company provides the Services, including related software and technology, to a range of customers. If used by federal government end users, the Services are provided in accordance with the following: The Services consist of “commercial items,” as defined at FAR 2.101.In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.
Confidentiality
1. In the event a separate nondisclosure agreement has been entered into between Client and the Company, Client expressly agrees that the terms of this Section shall supersede and apply with respect to the Services and related aspects of Client’s relationship with the Company, including, without limitation, Client’s use of the Services, information stored in the Services, and information about the Services and their functionality.
2. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Client includes Client Data; Confidential Information of the Company includes the Services and Content, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that:
  1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
  2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
  3. is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party; or
  4. was independently developed by the Receiving Party.
3. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional services from the Company.
4. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:
  1. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and
  2. except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who owe a duty of confidentiality to the Receiving Party or have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
5. Agreement Terms. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, and its legal counsel, accountants, and others with similar legal duty of confidentiality (the “Informed Parties”) without the other party’s prior written consent, provided that a party that makes any such disclosure to an Informed Party will remain responsible for the Informed Parties’ compliance with this “Confidentiality” section. Notwithstanding the foregoing, the Company may disclose the terms of any applicable Order Form to a contractor or Non-FutureFeed Application Provider to the extent necessary to perform the Company’s, or the Non-FutureFeed Application Provider’s, obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.
6. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
Representations, Warranties, Exclusive Remedies, and Disclaimers
1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
2. The Company’s Warranties. The Company warrants that during an applicable Subscription term:
  1. this Agreement, the Order Forms, and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client Data;
  2. the Company owns or licenses all rights necessary to deliver the Services;
  3. the Company will not intentionally materially decrease the overall security of the Services;
  4. the Services will perform materially in accordance with the applicable Documentation;
  5. Client’s use of the Services consistent with the published corresponding documentation will not cause Client to violate any laws of the United States;
  6. To the extent not caused by Client or Client’s Data, Company’s administration of the Services will not violate any applicable laws;
  7. the Services will not knowingly contain or transmit any malicious software code;
3. Section 889 of the 2019 National Defense Authorization Act. The Company has made a reasonable inquiry consistent with Section 889 of the 2019 National Defense Authorization Act (the “Act”) and represents that it (1) has reviewed manufacturers of the telecommunications or video surveillance equipment or services it will use or provide under this contract, (2) it will not provide any Covered Telecommunications Equipment or Services (as defined in the Act) to Client in the performance of this contract; (3) the equipment, systems, and/or services it will provide to Client under this contract do not contain or use Covered Telecommunications Equipment or Services, or any equipment, system, or service that contains or uses Covered Telecommunications Equipment, and (4) in the event Company identifies Covered Telecommunications Equipment or Services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or is notified of such by a subcontractor at any tier or by any other source, it shall report the information in FAR 52.204-25(d)(2) to Client within the time frames established therein.
4. Lawsuits. The Company warrants that, as of the Publication Date, the company is not aware of any actual or threatened lawsuits that would impact the Company’s ability to deliver the Services.
5. Client Remedies. For any breach of a warranty above, Client’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
6. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, CONTENT, AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
Indemnification
1. Indemnification by Client.
  1. Obligations: Client will indemnify and defend the Company, its Affiliates, and any Non-FutureFeed Application developer(s), as well as their successors, parents, subsidiaries, Affiliates, officers, directors, employees, and Representatives (collectively and individually the “Client-Indemnified Parties”) and hold them harmless from and against any and all losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees, court costs, and disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties) (collectively, “Client-Indemnified Losses”) arising out of or relating to any third party claims, demands, or proceedings by a third party (each a “Claim Against the Company“):
    1. alleging that the combination of a Non-FutureFeed Application, configuration, or content provided by Client with the Services infringes or misappropriates such third party’s intellectual property rights; or
    2. arising from Client’s use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form;
    3. except where such Claim Against the Company arises directly from the Company’s gross negligence or willful misconduct.
  2. Indemnification Terms. Client will indemnify, defend, and hold harmless the Client-Indemnified Parties from any Client-Indemnified Losses finally awarded against the Client-Indemnified Parties as a result of, or for any amounts paid by the Client-Indemnified Parties under a settlement approved by both Client and the relevant Client-Indemnified Party in writing of a Claim Against the Company.
2. Indemnification by the Company.
  1. Obligations. The Company will defend, indemnify, and/or hold Client and its successors, parents, subsidiaries, Affiliates, officers, directors, employees, users, attorneys, and Representatives (collectively and individually the “Company-Indemnified Parties“) harmless from and against any and all losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees, court costs, and disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties) (collectively, “Company-Indemnified Losses”) arising out of or relating to any third party claims, demands, or proceedings (a “Claim”) asserting that the Services, or the use thereof (as permitted under this Agreement), infringes or misappropriates any third party’s Intellectual Property Rights, or Company’s violation of applicable law.
  2. Limitations. The Company will not have any liability or indemnification obligations to Client under this Agreement to the extent that any Company-Indemnified Losses arise directly as a result of: (a) use of the Services by Client or any third party in combination with equipment, materials, products or software not authorized by the Company where the Service alone would not be infringing; or (b) compliance with designs, plans, or instructions provided to the Company by Client to the extent not caused by the negligence or willful misconduct of Company.
3. License, Replacement or Refund. If a Service becomes the subject of a Claim, the Company will, at its expense and sole discretion, make reasonable efforts to: (i) obtain a license from such third party for the benefit of Client; (ii) replace or modify the Services (“Replacement”) so it is no longer the subject of a Claim so long as such Replacement performs, at the Company’s sole discretion, substantially the same functions as the Services at issue.
4. Procedure.
  1. Notice and Assistance. The indemnified party will give the indemnifying party prompt written notice of all Claims for which indemnity is sought hereunder and will provide the indemnifying party with: (a) all related documentation in the indemnified party’s possession or control relating to such Claims; and (b) reasonable assistance to the indemnifying party in the defense of such Claims. Any delay in this notice will not relieve the indemnifying party of its indemnity obligations unless the delay effects a forfeiture of material rights and defenses that the indemnifying party would have otherwise been able to assert on behalf of the indemnified party.
  2. Control and Participation. The indemnifying party will control, at the indemnifying party’s sole cost and expense, the defense or settlement of all such Claims and will keep the indemnified party apprised of the status of all such Claims. The indemnified party will have the right, but not the obligation, to participate in the defense of all such Claims with counsel of the indemnified party’s choice at the indemnified party’s sole cost and expense.
  3. Settlement Approval. If any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior written consent.
  4. No Relief. Failure by the indemnified party to provide prompt notice of a claim or to provide such control, authority, information or assistance will not relieve the indemnifying party of its obligations under this section, except to the extent that the indemnifying party is materially prejudiced by such failure.
5. Exclusions. The obligations arising in this section do not apply if a Claim arises from the indemnified party’s breach of this Agreement, the Documentation or applicable Order Forms.
6. Exclusive Remedy. This “Indemnification” section states both parties’ sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claims, expressly including any other form of indemnity that may be available under the US Uniform Commercial Code.
Limitation of Liability
1. Limitation of Liability. EXCEPT FOR MATTERS ARISING FROM EACH PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. 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 AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. NOTWITHSTANDING THE FOREGOING, THE COMPANY WILL PROVIDE ADDITIONAL RELIEF TO CLIENT, UP TO LIMITS AVAILABLE THROUGH OUR INSURANCE, WHERE POSSIBLE, IF A SERVICE IS BREACHED AS A DIRECT RESULT OF THE COMPANY’S ACTION OR INACTION.
2. Exclusion of Consequential and Related Damages. EXCEPT FOR MATTERS ARISING FROM THE COMPANY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL THE COMPANY 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, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE COMPANY OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE COMPANY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Term and Termination
1. Term of Agreement. This Agreement commences on the Effective Date and continues until all Services hereunder have expired or have been terminated.
2. Term of and Access to Services. The term of each Service (i.e., the “Subscription Term“) shall be as specified in the applicable Order Form, as extended using the Renewals provision, below. Client shall be prohibited from accessing a Service once the Subscription Term has expired.
3. Renewals. Except as otherwise specified in an Order Form, Paid Services will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced Subscriptions will be at the Company’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which the volume, length, enclave size, or other attributes used to calculate a fee for a Service has materially decreased from the prior term, such decreases will result in re-pricing at renewal without regard to the prior term’s pricing.
4. Termination. A party may terminate this Agreement for cause:
  1. 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
  2. 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.
5. No Refunds upon Termination. Client expressly acknowledges and agrees that:
  1. Client’s Subscription is for a fixed length of time at a specific price;
  2. Client had the opportunity to negotiate the rate and pricing terms;
  3. Client received significant benefit as a result of such negotiations; and
  4. although Client may terminate the agreement at any time, Client purchased a Subscription for a fixed fee, and that fee shall not be refundable by the Company. Notwithstanding the foregoing, if the Company has breached this Agreement or terminated this Agreement without cause, Client shall be entitled to a pro-rata refund of the Subscription fees paid for the then-current term(s) for such Subscriptions.
6. Client Payment Upon Termination. In no event will Client’s termination of this Agreement, or Company’s termination of this Agreement for cause, relieve Client of its obligation to pay any fees payable to the Company.
7. Access to Client Data. Client’s access to a Service and all Client Data stored therein shall immediately cease upon the latter of the termination date of this Agreement or the expiration of the Subscription Term for that Service. For the purposes of clarity, if Client purchases an annual Subscription to a Service on January 1 and terminates the Subscription on May 1, Client’s rights to access the corresponding Service under this Agreement would still persist until December 31. Except as described above in the provision entitled “Protection of Client Data” and the Privacy Policy, the Company is under no obligation to permit Client to access any Client Data or the Service after the expiration of the Subscription Term.
8. Reestablishing a Subscription. If Client allows a Subscription to a Service to expire (i.e., the “initial Subscription expires”) and then purchases a new Subscription to the same Service before the Company deletes Client’s information, the Company will, at Client’s request, reestablish Client’s access to Client’s information, provided Client purchases an annual Subscription to the Service. In such circumstances, the Company shall be entitled to shorten the term of the new Subscription such that it will expire at a date equivalent to when the initial Subscription would have expired if Client had purchased an annual renewal Subscription prior to the expiration of the initial Subscription Term.
9. Deleting Customer Information. After any data retention period defined in the Documentation, the Company will have no obligation to maintain or provide any Client Data, and as provided in the Documentation will thereafter be entitled to delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, unless legally prohibited. See the Customer Data Retention Policy for additional details.
10. Return of Information. Client agrees to return or destroy, and upon request certify the destruction of, all of The Company’s Confidential Information upon the latter of the termination of this Agreement and the expiration date(s) for any Subscriptions ordered under this Agreement.
11. Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Content Usage,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “No Refunds upon Termination,” “Client Payment Upon Termination,” “Removal of Content and Non-FutureFeed Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Client Data” will survive any termination or expiration of this Agreement for so long as the Company retains possession of Client Data.
General Provisions
1. Export Compliance. The Services, Content, other the Company technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. The Company and Client each represents that it is not on any U.S. government denied-party list. Client will not permit, and the Company may prohibit, any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Syria or Crimea) or in violation of any U.S. export law or regulation.
2. Anti-Corruption. Each party represents and warrants that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
3. Compliance with Laws and Regulations. The parties will perform their respective obligations in a manner that complies with applicable federal, state, and local laws, regulations, ordinances and codes (including identifying and procuring required permits, certificates, approvals, and inspections), including laws prohibiting discrimination on the basis of race, color, religion, age, sex, ancestry, medical condition, marital status, sexual orientation, veteran status, handicap, or national origin.
4. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between the Company and Client regarding Client’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:
  1. the applicable Order Form,
  2. this Agreement, and
  3. the Documentation.
5. Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create 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.
7. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
8. Counterparts. The Agreement may be accepted in counterparts, which together constitute one instrument.
9. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
10. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
11. Force Majeure. Neither party will be liable for failing to perform under the Agreement to the extent that a Force Majeure Event caused the failure provided the party subject to the Force Majeure Event did not contribute to or cause the Force Majeure Event and could not reasonably have mitigated the impact of such event. The party subject to the Force Majeure Event must promptly notify the other party in writing and must perform the obligations that were not performed as soon as the Force Majeure Event stops. This section will not apply to any payment obligations under this Agreement.
12. 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 Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if Client is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the Company, then the Company may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13. Contracting Entity, Governing Law, and Venue. The Company entity entering into this Agreement, the address to which Client should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, may depend on where Client is domiciled.
  1. Currently, regardless of where Client is domiciled, the entity referenced above is: Continuous Compliance LLC dba FutureFeed, 936 Fell Street, Baltimore, MD 21231
  2. Governing Law: Maryland, United States
  3. Venue and Jurisdiction: state and federal courts in Baltimore City, Maryland
  4. THE PARTIES AGREE THAT THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIPS OF THE PARTIES, AND/OR THE INTERPRETATIONS AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE IDENTIFIED IN SECTION 17.13.2, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS. THE PARTIES HERETO HEREBY AGREE TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED WITHIN THE VENUE AND JURISDICTION IDENTIFIED IN SECTION 17.13.3. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
14. Equitable Remedies. Subject to a court’s finding on the merits of a party’s action related to a breach, the party bringing such action shall be entitled to seek injunctive relief, including relief that causes the return of that party’s data or specific performance, provided such party posts a bond of an amount specified by the court. Client further acknowledges that monetary relief may be insufficient to render the Company whole in the event of a breach of this Agreement, and Client agrees that specific performance of Client’s obligations is available to the Company as a remedy.
15. Manner of Giving Notice.
  1. Legal Notices to the Company. Legal notices to Company under this Agreement (for example, notices related to assignment, termination, audit, and indemnification) must be in writing (which may be in electronic form if permitted by Laws) and clearly identified as legal notices. Legal notices from Client must be signed by an authorized representative of Client and must be sent to:
    1. if via E-mail: [email protected]
    2. if via postal mail or courier: ATTN: Legal Department, Continuous Compliance, LLC dba FutureFeed, 936 Fell Street, Baltimore, MD 21231 USA
  2. Business Notices to the Company. Business notices to the company shall be sent via E-mail to [email protected] or submitted via a Service, where available.
  3. Business Notices from the Company. Client agrees to receive business notices via the Services, via certified postal mail/courier at the address provided during the application/enrollment process, and/or via E-mail at the addresses provided by during the Subscription enrollment process, at the Company’s sole and exclusive option. The mailing and E-mail addresses can be updated by Client by contacting the Company. Client agrees to keep such information current at all times. Business notices shall be deemed received after the notice has been displayed to a User with user administrator privileges in a Client Subscription, or seven (7) business days after posting, whichever is earlier.
  4. Legal Notices from the Company. Client agrees to receive legal notices via the Services, via certified postal mail, or by courier at the address provided during the application/enrollment process.The mailing addresses can be updated by Client by contacting the Company.Client agrees to keep such information current at all times.
  5. Receipt of Legal Notices. Legal notices will be deemed received seven (7) business days after notice has been sent via air express courier (charges prepaid) or by postal service (postage prepaid, certified or registered, prepaid recorded delivery).
  6. Billing Notices: Billing-related notices to Client will be addressed to the relevant billing contact designated by Client in the Services.
16. Escalation.
  1. Except as otherwise provided below, the following procedures will be followed in any and all legal controversies or disputes arising out of or related to this Agreement (“Disputes”), which the parties cannot informally resolve at an operational level. The aggrieved Party will notify the other Party in writing of the nature of the Dispute with reasonable specificity. Representatives for the respective Parties will meet (telephonically or in person) within thirty (30) business days after the date of the written notification of the Dispute to seek to reach an agreement on the Dispute and corrective action(s) to be taken by the respective Parties. If the representatives are unable to agree on corrective action, senior managers of the Parties having authority to resolve the Dispute (“Management”) will meet or otherwise act to facilitate an agreement within fourteen (14) business days after the date of the written report from the representatives. If Management cannot resolve the Dispute or agree upon a written plan of corrective action within fourteen (14) days after their initial meeting, or if the agreed-upon completion dates in the written plan of corrective action are exceeded, either Party may exercise their individual rights under law or in equity. Except as otherwise specifically in this section, neither Party will initiate litigation unless and until this Dispute resolution procedure has been employed or waived. Each Party agrees that it will continue to meet its obligations under the terms and conditions of this Agreement, except to the extent otherwise provided in the section captioned Termination, above. Any and all time periods set forth above may be extended by mutual consent of the Parties. The content of any and all discussions, negotiations, agreements, and/or disclosures made during this Dispute resolution process set forth in this section will be Confidential Information and as such will not be released to the public, nor will it be admissible in any court proceeding that a party or the parties may initiate pursuant to this section.
  2. Notwithstanding anything to the contrary, nothing in this section will prevent or delay either Party from exercising its right to terminate in accordance with this Agreement and each Party is authorized to institute formal proceedings at any time to: (i) avoid the expiration of any applicable limitations period, (ii) obtain equitable relief, (iii) preserve a superior position with respect to other creditors, (iv) resolve a party’s rights with respect to intellectual property, Confidential Information, or compliance, or (v) obtain injunctive relief.
17. Insurance. The Company shall maintain insurance coverage with at least the terms and minimum limits of liability set forth on the Company’s Insurance page.
Special Provisions for Clients Purchasing Enterprise and Enterprise Plus Subscriptions
1. The following terms shall apply only to Enterprise and Enterprise Plus Subscriptions:
  1. Section 1.7 is amended by adding the following at the end of the Section: If Client notifies Company within fourteen (14) days of the Effective Date (the “Notification Date”) that Client intends to terminate the Agreement, Client shall have ninety (90) days from the Notification Date (the “Transition Period”) to transition from the Service and the prior version of this Agreement shall be deemed to have been and remain in effect through the Transition Period for Client (i.e., the parties shall act in good faith as though the current version of the agreement has never taken effect).In the event client fails to transition from the Service during the Transition Period, the current version of the Agreement shall be deemed to have been effective with respect to Client as of the Effective Date.
  2. Section 3.6 is amended by adding the following at the end of the Section: If a confirmed Incident or Security Breach impacts Client Data, the Company will: a) notify Client within not more than forty-eight (48) hours, or shorter period where required by law or regulation; b) on a regular basis and no less often than once every two weeks, provide updates to Client about the status of the corresponding response which shall include specific information about what Client Data was involved in the Incident or Security Breach and summaries of remediation efforts undertaken to date; c) consistent with applicable laws, regulations, and government policies, secure the return or confirmed destruction of any Client Data removed or copied from the Services; and d) provide Client a summary report that describes the final results of any resulting investigation.
  3. Section 10.4 (“Invoicing and Payment”) is amended to read as follows: Invoicing and Payment. Client may, at Client’s option, provide the Company with valid and updated credit card or ACH information (“Payment Information”).
    1. ACH and Credit Card Purchases: Where Payment Information is provided by Client, Client authorizes the Company to charge such Payment Information for all Purchased Services listed in the Order Form for the initial Subscription term any renewal Subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below, and any additional Services, Non-FutureFeed Applications, or other additional functionality that may be available through a Service. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.
    2. Invoiced Purchases: If Client does not provide Payment Information, the Company shall issue an invoice to the Client for all new Services purchased and all service renewals.
      1. Invoices for New Services: Invoices for new Services shall be payable in advance unless otherwise reflected on the relevant Order Form, and the new Service Subscription duration shall be prorated such that all Subscriptions terminate at the same time (i.e., consolidated billing).
      2. Invoices for Service Renewals: The Company will invoice Client not less than ninety (90) days in advance of a Service renewal and otherwise in accordance with the relevant Order Form for all Service renewals. Unless otherwise stated in the Order Form, invoiced Service renewal fees are due on the date indicated on the invoice, which shall be the date upon which Client’s access to the Service is scheduled to expire.
    3. Billing Information Maintenance: The Client is responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes to such information.
  4. Section 10.6.1 is amended to read as follows: those charges shall accrue without interest.
  5. Section 11.6 is amended to read as follows: Use of Client’s Name and Logo. The Company shall not use Client’s name or logo in any written or electronic marketing or sales literature or on any websites without the Client’s express, written consent.
  6. Section 16.3 is amended to read as follows: Unless otherwise agreed to by the parties (e.g., as indicated on an Order Form), all renewals of this Agreement must be specifically agreed to by the parties in writing and signed by both parties.
  7. Section 16.4 is amended to read as follows: Refunds upon Termination: Client may terminate this Agreement for convenience upon giving thirty (30) days written notice to the Company.
    1. For the first year of a new Subscription to a Service:
      1. Client shall be entitled to a refund of one hundred ten percent (110%) of the pro-rata portion (calculated on a monthly basis) of the fees paid for that Subscription if Client terminates the Subscription after the first month.
      2. If Client terminates the Subscription within the first month, Client shall be entitled to a refund of ninety-five percent (95%) of the fees paid for that Subscription.
    2. For all Subscription renewals, Client expressly acknowledges and agrees that:
      1. Client’s Subscription is for a fixed length of time at a specific price;
      2. Client had the opportunity to negotiate the rate and pricing terms;
      3. Client received significant benefit as a result of such negotiations; and,
      4. Although Client may terminate the agreement at any time, Client purchased a Subscription for a fixed fee and that fee shall not be refundable by the Company. Notwithstanding the foregoing, if Company breaches or cancels the agreement, Client shall be entitled to a pro-rata refund (calculated on a monthly basis) for all terminated Subscriptions.
  8. Section 17.13.2 is amended to read as follows: Governing Law: Delaware, United States.
  9. Section 17.13.3 is amended to read as follows: Venue and Jurisdiction: state and federal courts in Delaware.
  10. Section 17 is amended to add Section 17.18, which reads as follows: Security Assurance:
    1. Company shall furnish, within thirty (30) days of Client’s request, which shall be made not more often than once every twelve (12) months, a) a then-current certification or attestation issued within the previous three (3) years, of Company’s compliance with a well-established industry cybersecurity framework (e.g., ISO 27001, NIST SP 800-171, FedRAMP, the Cybersecurity Maturity Model Certification (“CMMC”), etc.). Such certification or attestation shall be issued by a third party to Company; b) evidence of most recent annual vulnerability and penetration assessment of the Services conducted by an independent external party; and c) may be required to complete Client’s cybersecurity questionnaire, or if previously completed by Company, review prior responses and advise Client of any material changes.
    2. Client shall be entitled, not more often than once every twelve (12) months and with not less than thirty (30) days’ notice to Company, to request access to reports of any audits and assessments conducted on Company information systems in the prior twelve (12) months, which reports shall include, at a minimum, the scope of the audit and/or assessment and any vulnerabilities, issues, findings, concerns, and/or recommendations in so far as they impact Client information. Such reports shall be made available at Company’s headquarters or, at Company’s sole option, another, mutually agreeable location. Client expressly agrees that any notes created during Client’s review of such reports shall be limited to general information and shall not contain any specifics that, if made public, could result in exploitation of security or other issues in Company’s systems.

Version: 23.06b

Change Log:

23.06b – 13-JUN-2023 – Fixed formatting issues with the change log.

23.06a – 07-JUN-2023 – Several changes, including:

• 3.6 – Renamed section and broke into sub-sections.

• 3.6.2 – Created a new sub-section to address incident response.

• 3.6.3 – Added reimbursement (in addition to direct payment) of certain Incident-specific costs. Added language to the end for Enterprise customers.

• 10.1.3 – Added that transaction fees will be deducted from any refunds.

• 10.3 – Clarified that an audit or other review could be the source of a misrepresentation by Client that triggers penalties.

• 10.4 – Clarified that, if the client is not on auto pay, Company will bill them in advance and that payment must be received by the due date to preserve operations of the Subscription. Added a $250 fee for manual invoicing for non-Enterprise Clients.

• 12.5 – Clarified the scope of parties to whom details about the Agreement and any Order Form may be disclosed.

• 13.2.5 – New section which includes a warranty from the Company that the Services will not cause Client to violate US laws.

• 13.2.6 – New section which includes a warranty from the Company that our administration of the Services will not violate any applicable laws.

• 13.3 – New section which addresses the Company’s compliance with Section 889 of the National Defense Authorization Act of 2019.

• 14.1.1.2.2. – Removed this section and consolidated the remaining language in 14.1.1.2.

• 17.15.5 – Clarified this language to apply to business notices from the Company.

• 17.15.6 – New section which addressed legal notices from the Company. Caused renumbering of the remaining portions of 17.15.

• 17.17.1 – New section which addresses the Company’s insurance coverage.

• 18.1.1 – Added reporting obligations on the part of the Company in the event of a Security Breach.

• 18.1.2 – New section which addresses breach notification for Enterprise Clients. Caused renumbering of the remaining sections in 18.1.

• 18.1.3.2.2 – Clarified to reflect that invoices will be issued 90 or more days in advance for Enterprise Plus subscribers.

• 18.1.5 – Corrected this section to apply to the Company.

• 18.1.10 – New section which addresses other security-related topics for Enterprise Clients.

23.03a – 14-MAR-2023 – Readability revisions to Section 1 to clarify the distinction between “you” and “Client” in that section.

22.12a – 19-DEC-2022 – Minor revisions to reflect Enterprise Plus subscriptions and to clarify the settlement terms in 14.1.2.

22.10a – 09-OCT-2022 – Revised the trigger for Section 18 to be the purchase of Enterprise subscriptions.

22.09a – 15-SEP-2022 – Added language regarding notice to Clients when material changes are made to the Subscription Agreement or any related agreement. Consolidated sections 4.1.2 and 4.1.6 (aligning all client Subscriptions such that they terminate on the same day). Updated Sections 16.5 (No Refunds Upon Termination) and 16.6 (Client Payment Upon Termination) to provide pro-rata refunds if the Company terminates for convenience or breaches the Agreement. Updated the governing law and venue provision (Section 17.4) to point to 17.2 and 17.3 rather than specific states. Added provisions for clients with numerous Subscriptions (Section 18).

22.06a – 07-JUN-2022 – Updated to refer to Services rather than individual products.

22.05a – 12-APR-2022 – Clarified the confidentiality clauses.

22.04g – 27-APR-2022 – Updated indemnification language.

22.04f – 25-APR-2022 – Added escalation clause.

22.04e – 24-APR-2022 – Updated definitions section to point to definitions page.

22.04d – 23-APR-2022 – Clarified the subscription term and termination.

22.04c – 22-APR-2022 – Added a refund period and clarified termination terms.

22.04b – 21-APR-2022 – Updated with additional representations and Service delivery details.

22.04a – 18-APR-2022 – Updated with additional provisions.

22.01a – 15-JAN-2022 – Initial Online Version Publication.

SUBSCRIPTION AGREEMENT

Attain. Maintain. Prove It Anytime.

Attain. Maintain. Prove It Anytime.