Terms of Service - FutureEcom

STANDARD TERMS OF SERVICE

These Standard Terms of Service (the “Terms“) contain the terms and conditions upon which Future Ecommerce Ltd. (“FutureEcom“) provides services (the “Services“) to any customer (the “Customer“). The complete
agreement between the Parties (the “Agreement“) consists of these Terms and all of
the Service Contracts with the Customer. In the event of any conflict between a Service Contract and the Terms,
the Service Contract shall govern. FutureEcom reserves the right to modify these Terms at any time. Such modifications and additional terms and conditions will be communicated to the Customer and will be effective immediately. Customer’s continued receipt of the Services following any such modification and/or amendment shall be deemed acknowledgment thereof and consent thereto. In the event of any conflict between the Service Contract and the Terms, the Service Contract shall govern.

Services
1. Unless expressly stated in a Service Contract, the Services shall be performed for one (1) Customer website (the “Website“).
2. No portion of the Service may be reproduced in any form or by any means, except as expressly
  permitted in these Terms or the Service Contract. Customer agrees not to modify, rent, lease, loan,
  sell, distribute, or create derivative works based on the Service in any manner.
3. Unless explicitly agreed otherwise in the applicable Service Contract, the Customer shall be responsible for payment for any third-party materials including tools, services, plug-ins, extensions, graphics, sounds, texts or other content required for the Website.
Fees and Payment Terms
1. Customer shall pay to FutureEcom all fees due for the Services according to the prices and terms listed in the Service Contracts together with all reasonable fees or costs for third party products or services FutureEcom procures on behalf of Customer, to the extent approved by Customer in writing. Except as otherwise set forth in a Service Contract with respect to a particular Service, the prices listed in a Service Contracts will remain in effect during the term indicated in such Service Contract. FutureEcom reserves the right to change, upon thirty (30) days’ prior written notice to Customer, any fees it charges Customer (i) for any Service during a renewal term; or (ii) based on a change in law, rule or regulation, or similar circumstances that materially increases the
  costs or other terms of delivery of any Service, and, in each case Customer’s continued use of such Service as of the first day of the renewal term or following the notice period, as applicable, shall constitute its acceptance of the changed fee. Alternatively, Customer may terminate such Service Contract by providing written notice to FutureEcom within thirty (30) days of receiving notice of the changed fee.
2. All undisputed fees and charges are due within thirty (30) days after Customer’s receipt of invoice therefor. Any invoiced charges not received when due will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. In addition to the foregoing and without prejudice to FutureEcom’s other rights and remedies under this Agreement, at law or equity, if Customer is delinquent in its payments, FutureEcom may, at FutureEcom’s sole discretion, do any one or more of the following: (i) terminate the applicable Service Contract or this Agreement pursuant to its terms; (ii) in whole or in part suspend providing Services (or any of them) to Customer until payment in full has been made to FutureEcom or (iii) require other assurances to secure Customer’s payment obligations hereunder.
3. All fees charged by FutureEcom with respect to the Services are exclusive of taxes, withholdings, VAT and similar fees now in force or enacted in the future imposed on the transaction, all of which the Customer will be responsible for, except for taxes based on FutureEcom’s net income.
Term; Termination
1. The term of this Agreement (the “Term“) shall begin upon execution by both Customer and FutureEcom of a Service Contract and shall continue in full force and effect for a period of one (1) year and thereafter will be automatically renewed on a yearly basis unless either party notifies the other party in writing of its termination of this Agreement at least thirty (30) days prior to such renewal date, except that these Terms shall remain in effect until every Service Contract hereunder has been terminated. Each Service Contract entered into by the parties shall be effective upon execution by both Customer and FutureEcom and shall continue in full force and effect until its termination.
2. Either party may terminate this Agreement or any Service Contract immediately upon written notice to the other party (or FutureEcom may, in its sole discretion, suspend the provision of Services under any Service Contract) if: (i) the other party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days after written notice of the same; or (ii) the other party becomes the subject of any involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors.
3. Notwithstanding anything herein to the contrary, FutureEcom may cancel or suspend the provision of any Service, or portion thereof, upon reasonable notice to Customer if the provision of that Service, or any portion thereof, is determined to be a violation of any applicable law or regulation or of any FutureEcom license in any jurisdiction, or is no longer permitted under any of the same.
4. Termination of this Agreement or any Service Contract for any reason shall not release the Customer from any liability and fees due which, at the time of such termination, have already accrued or which are attributable to a period prior to the effective date of such termination, nor shall termination preclude FutureEcom from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement.
Responsibilities
1. Customer shall designate a representative (the “Authorized Contact“) who shall have overall responsibility for managing and coordinating Customer’s obligations hereunder and who has the
  authority to act for and bind Customer in connection with the Services. The Authorized Contact shall serve as FutureEcom’s initial point of contact for the resolution of issues in connection herewith, must be available to FutureEcom during the Term and have authority to schedule performance of the Services and address any issues that may arise.
2. Customer will provide FutureEcom with all data, materials and information reasonably necessary for FutureEcom to perform the Services.
3. Customer shall provide and coordinate FutureEcom’s access to any Customer facilities or Customer network or system (the “Customer System“) as necessary. Customer shall inform FutureEcom in writing and in advance of Services of any security and access standards or requirements with respect
  thereto.
4. FutureEcom’s completion of the Services depends upon Customer’s timely feedback and approval of deliverables. FutureEcom shall not be responsible for additional fees, time, or expenses incurred because of delays caused by Customer’s lack of or untimely response, feedback or approval.
5. FutureEcom shall have the right, but not the obligation, to back up or archive Customer’s Website before delivery or in the event of cancellation.
Business Hours
Compliance with Laws
Proprietary Rights
1. Except for content provided by Customer (“Customer Content“), the content of the Services, including, without limitation, the text, software, scripts, source code, API’s, graphics and
  interactive features (“FutureEcom Content“), and all intellectual property rights therein, are owned by or licensed to FutureEcom. FutureEcom Content is provided to Customer “as is”, “as available” and “with all faults” for Customer’s information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of FutureEcom. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. FutureEcom reserves all rights not expressly granted in and to the FutureEcom Content and the Services, and this Agreement does not transfer ownership of any of these rights.
2. It is solely Customer’s responsibility to ensure that any and all Customer Content does not infringe or violate the intellectual property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and/or to ensure that Customer has acquired any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or other proprietary information of third parties therein included in the Customer Content.
3. Customer hereby represents and warrants that Customer owns all rights in and to any Customer Content provided to FutureEcom, including any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials, or otherwise has and shall have the full power, title, license and authority, in and to the Customer Content, to legally use, publish, transfer or license any and all rights and interests in and to the Customer Content for the purposes of this Agreement. The Customer Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for Customer to possess, post, transmit or display in the country in which Customer or Customer’s users reside. Customer further represents and warrants that Customer has obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the Customer Content, and Customer will adhere to all laws applicable thereto. FutureEcom shall have no liability and Customer agrees to defend and indemnify FutureEcom, its affiliates and their respective directors, officers, employees, agents, successors and assigns, against any actual or alleged claim that any Customer Content infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
4. By submitting content to FutureEcom, Customer grants FutureEcom an unrestricted license (i) to use the Customer Content for the purpose of carrying out the Services, and (ii) to display screenshots of Customer’s website or any other product of the Services online, in marketing materials.
5. Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent, or other intellectual property right or license is granted by this Agreement. FutureEcom reserves all rights not expressly granted herein.
Representations and Warranties
1. Each party warrants and represents that: (i) it has the legal right to enter into this Agreement and perform its obligations hereunder; and (ii) the performance of its obligations hereunder will not violate any applicable laws or regulations or cause a breach of any agreements with any third parties. In addition, Customer represents and warrants that the performance of its obligations and use of the Services by Customer or its clients will not violate any applicable laws.
2. Customer represents and warrants to FutureEcom that (i) Customer has the full right, power and authority to grant the rights granted herein and to provide FutureEcom the Customer-provided materials for FutureEcom’s use in accordance with the Agreement; (ii) neither FutureEcom’s access to or use of the Customer Content or the Customer System will: (A) give rise to any action or claim by a third party; or (B) cause Customer to breach any of its agreements or understandings in relation to the Customer Content or the Customer System, including without limitation any terms of use to which Customer is bound; (iii) the Customer Content will not contain any confidential or proprietary information of a third party that Customer does not have the right to provide; and (iv) Customer will use commercially reasonable efforts to prevent the transmission of any Trojan horse, malicious code, or other computer software code, routines or device designed to disable, damage, impair, erase or deactivate any data via the Customer System to FutureEcom’s networks or systems.
Confidential Information
1. Each party acknowledges that it will have access to certain confidential information of the other
  party (“Confidential Information“), which shall include data or information relating to the business of the disclosing party,
  regardless of whether the data or information constitutes a trade secret, whether such information is disclosed to the other
  party or of which the other party became aware of as a consequence of this Agreement, not generally
  known to competitors of the disclosing party, and which includes product information, methods of
  operation, names of customers or other customer information, price lists, marketing strategies,
  financial information and projections, route books, personnel data, and similar information however
  disclosed and in whatever form, whether or not such information is marked as confidential; provided,
  however, that such term shall not mean data or information (A) which has been voluntarily disclosed
  to the public by the disclosing party; (B) which has been independently developed and disclosed by others; or (C) which has
  otherwise entered the public domain through lawful means. Each party agrees that it will not use in
  any way, for its own account or the account of any third party, except as expressly permitted by, or
  to the limited extent required to achieve the purposes of, this Agreement, nor disclose to any third
  party (except as required by law pursuant to Section 9.2 below or to such party’s employees,
  attorneys, accountants and other advisors as reasonably necessary, provided that they are bound by
  confidentiality obligations towards the Confidential Information no less restrictive than the terms
  set forth herein), any Confidential Information of the other party. Each party will protect the
  confidentiality of the Confidential Information of the other party by employing the same measures
  (but in no event less than reasonable measures) as it takes to protect its own Confidential
  Information. The obligations of this Section 9 shall last during and after the term of this
  Agreement.
2. The receiving party may disclose Confidential Information pursuant to the requirements of a validly
  issued subpoena, governmental agency or by operation of law, provided that it gives the disclosing
  party, unless prohibited by law, reasonable prior written notice sufficient to permit the disclosing
  party to contest such disclosure.
Change Control
1. The parties agree to work together in a reasonable manner to resolve changes required to be made to
  any aspect of the Services, as provided for herein.
2. Should the need for changes to a project arise, the parties will discuss the required changes, and
  capture the agreed upon changes in the form of a written change order (the “Change Order“). The
  Change Order will specify the nature of the changes to service scope, approach, resources and/or
  deliverables as well as specify additional fees and/or expenses to be incurred as a result of the
  changes as well as any timeline or schedule changes to the originally agreed upon project schedule
  as provided for in the Service Contract. In order to be effective, a Change Order must be signed by
  both parties to this Agreement. Should a disagreement arise out of the need for a Change Order, the
  dispute resolution provisions of this Agreement govern the handling of that dispute.
3. Unless otherwise provided in the Service Contract, and except as otherwise provided for herein,
  Customer shall pay additional charges for changes requested by Customer which are outside the scope
  of the Services on either a time and materials basis, and which exceed 5% of the time required to
  deliver the Services defined in the Service Contract, at FutureEcom’s standard rates for the
  resources involved in the change or an alternate rate that is mutually agreed upon by the parties,
  or by an increase in the regularly billed fees specified in the Service Contract. Such charges shall
  be in addition to all other amounts payable under the Service Contract, regardless of any maximum
  budget, contract price or final price identified therein.
4. If Customer requests or instructs changes that amount to a revision of 15% or more of the time
  required to deliver the Services defined in the Service Contract and/or the value or scope of the
  Services, FutureEcom shall be entitled to submit a new and separate statement of work (“SOW“) to Customer for written approval. Work shall not begin on the
  revised services until a fully signed revised SOW and, if required, any additional fees are received
  by FutureEcom.
5. FutureEcom will prioritize performance of the Services as may be necessary or as identified in the
  SOW, and will undertake commercially reasonable efforts to perform the Services within the time(s)
  identified in the SOW. Customer agrees to review deliverables within the time identified for such
  reviews and to within a commercially reasonable amount of time either, (i) approve the deliverables
  in writing or (ii) provide written comments and/or corrections sufficient to identify the Customer’s
  concerns, objections or corrections to FutureEcom. FutureEcom shall be entitled to request written
  clarification of any concern, objection or correction. Customer acknowledges and agrees that
  FutureEcom’s ability to meet any and all schedules is entirely dependent upon Customer’s prompt
  performance of its obligations to provide materials and written approvals and/or instructions
  pursuant to the SOW and that any delays in Customer’s performance or changes in the Services or
  deliverables requested by Customer may delay delivery of the deliverables. Any such delay caused by
  Customer shall not constitute a breach of any term, condition or FutureEcom’s obligations under this
  Agreement.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
1. THE WEBSITE AND ALL PRODUCTS AND SERVICES PROVIDED TO CUSTOMER ARE (EXCEPT AS EXPRESSLY STATED)
  PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
  INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
  NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE
  ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO CUSTOMER.
2. IN NO CASE SHALL FUTUREECOM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR
  LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES
  ARISING FROM OR RELATED TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN
  ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, LOSS OF
  GOODWILL OR LOSS OF PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT,
  INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER FUTUREECOM HAS BEEN ADVISED OF THE POSSIBILITY OF
  SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE. BECAUSE SOME
  JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
  INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, FUTUREECOM’S LIABILITY SHALL BE LIMITED TO THE EXTENT
  PERMITTED BY LAW.
3. FUTUREECOM DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION,
  ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND FUTUREECOM DISCLAIMS ANY
  LIABILITY RELATING THERETO.
4. FUTUREECOM’S MAXIMUM LIABILITY TO CUSTOMER RELATING TO THE SERVICES AND ITS PERFORMANCE OR
  NONPERFORMANCE HEREUNDER SHALL BE LIMITED IN THE AGGREGATE TO THE FEES RECEIVED BY FUTUREECOM
  PURSUANT TO THE AGREEMENT DURING THE PREVIOUS TWELVE (12) MONTH PERIOD.
5. THE PARTIES ACKNOWLEDGE THAT FUTUREECOM HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN
  RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH
  HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Indemnity
Non-Recruit
Assignments
General