These Terms of Service (this “Agreement”) set out the terms on which Furl, Inc. (“Furl”, “we” or “us”) will provide access to and use of certain services available on or through its website Furl.ai including its proprietary technology platform (the “Service”) to you, a user of the Service (“you” or “Client”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “Client” and “you” will include both you, the individual user, and such organization. If you do not agree to these terms and conditions, you must not use the Service.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND FURL, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.
Provision of the Service. The Service allows technology enterprises to automate business processes using customized visual graphs generated through artificial intelligence. You will provide Furl with Client Data, which may include but not be limited to information related to your organization’s workflows, and which may include usernames, passwords or other connectors for third party services, as required for Furl to provide the Service. “Client Data” means all data and information which you input into the Service or otherwise provide to Furl. The Service will utilize artificial intelligence to analyze your Client Data and generate outputs in the form of visual graphs (the “Results”) for you.
Intellectual Property Rights.
2.1 License Grant. The Service, including all aspects of the Furl website (including Our Property, as defined below), is the property of, and owned by, Furl or its licensors. All the software, Results, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via the Service are “Our Property.” Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service including the Results for your own internal, non-commercial use, as permitted by this Agreement. We reserve all other rights. For clarity and without limiting other obligations herein, you shall not distribute or otherwise commercialize Our Property.
2.2 Use of Furl Property. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond.
2.3 Client Data. Furl acknowledges and agrees that all right, title and interest in and to the Client Data are and shall remain owned by Client or its licensors. You hereby grant to Furl a non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, display, transmit and distribute the Client Data solely in connection with providing the Service to you, and improving and developing the Service. In addition, Furl may analyze Client Data, Results, and data and results of other clients, to create aggregated or anonymized statistics or data that do not identify Client or any individual, and Furl may during and after the Term use and disclose such statistics or data in any manner in its discretion. Except as specified otherwise in this Agreement, you shall be solely responsible for providing, updating, uploading and maintaining all Client Data.
2.4 Trademarks. The marks FURL and FURL.AI, and any associated logos, are registered or unregistered trademarks or service marks of Furl or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
2.5 Feedback. If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively “Feedback”), the Feedback will be the sole property of Furl. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
3.2 Client Cooperation. You shall reasonably cooperate with Furl in all matters relating to the Service, and respond promptly to any Furl request to provide information, approvals, authorizations or decisions that are reasonably necessary for Furl to provide the Service in accordance with this Agreement. You acknowledge and agrees that Furl’s ability to provide the Service and generate the Results is directly dependent on your timely provision to Furl of accurate and complete Client Data, and that Furl shall not be liable for delays, inaccuracies or limitations in providing the Results resulting from your lack of cooperation.
Subscriptions and Payment.
4.1 Subscription Fees. The Service may be offered for a paid pilot period, after which you may purchase an annual subscription. The Service may include certain optional features and services offered by Furl; you are only authorized to use those features and services for which you have paid the applicable fees, and if applicable, agreed to additional terms and conditions and provided all additional required consents and permissions associated with such services. Different fees may apply to subscriptions purchased after the pilot period, and access to different features and services may vary depending on which services you purchase.
4.2 Payment Method. If you purchase a pilot subscription and/or annual subscription, Furl will invoice you or charge your credit card for the subscription fee then in effect when you subscribe. All fees are nonrefundable. You agree and represent that all information you provide to Furl for the purpose of subscribing to the Service is accurate, complete and current, and you agree to notify Furl of any changes to the credit card information associated with your Furl account, including changes in billing address and expiration dates. If Furl does not receive payment as due, Furl reserves the right to either suspend or terminate such account and your access to the Service in such circumstances.
4.3 Renewal. If you purchase a subscription package that automatically renews, upon expiration of your subscription package’s paid term, that subscription package will automatically renew at the billing interval you have selected. Unless such subscription package is cancelled by you prior to the renewal date or by Furl as allowed by this Agreement, you hereby authorize us (or our designated third party Payment Processor) to charge to your credit card on file, or a substitute account provided by you or your card issuer, on each subscription renewal date at the billing intervals you have selected, the then current subscription rate for your renewing subscription package, plus any applicable taxes, governmental fees and surcharges, for the duration of the applicable subscription.
Payment Processors. We use one or more third-party payment processors (the “Payment Processor”) to bill you for your subscription. The processing of payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to purchase a subscription from us, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for your purchases with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You also agree to pay all applicable taxes. You agree to make payment using that selected Payment Method. You may change your Payment Method at any time through your account. We reserve the right to correct any errors or mistakes made by the Payment Processor even if it has already requested or received payment from you. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Service. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time; however, we will not change prices during a subscription. All payments shall be in U.S. dollars.
Term and Termination.
6.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date. The “Effective Date” shall be the date Client first accesses the Service. If you purchase a paid subscription for the Service, the term of such subscription shall commence on the Effective Date for the paid subscription and, unless earlier terminated as set forth herein, shall continue for the subscription term you purchase, unless otherwise terminated as described in this Section 6.
6.2 Termination. Either party may terminate this Agreement by written notice thereof to the other party, if the other party materially breaches this Agreement and does not cure such breach within fifteen (30) days after written notice thereof. Furl may terminate this Agreement immediately if Client becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
6.3 Effects of Termination; Survival. Upon any expiration or termination of this Agreement: (a) all rights granted to you hereunder shall terminate, and Furl shall no longer provide access to the Service to you, (b) you shall cease and cause your users to cease using the Service, and (c) each party shall promptly return or destroy any Confidential Information of the other party in its possession. Any obligations that have accrued prior to expiration or termination, including payment obligations, shall survive expiration or termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive expiration or termination of this Agreement: Sections 2, 4, 6.3, 8, 10 through 14, 16 and 18.
Support, Downtime and Security.
7.1 Support. Furl shall provide support services by e-mail, phone or other media, in Furl’s sole discretion. Support services shall apply to issues that can be reasonably described as bugs, but not enhancements, optimizations, or features, which Furl is not required or guaranteed to provide under this Agreement. Furl will act in good faith to resolve support issues in a timely manner.
7.2 Downtime. Furl shall use commercially reasonable efforts to provide access to the Service twenty-four (24) hours a day, seven (7) days a week. You agree that from time to time the Service may be inaccessible or inoperable for various reasons, including (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Furl may undertake from time to time; or (c) causes beyond the reasonable control of Furl, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”). Furl shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Service in connection with Downtime, whether scheduled or not.
7.3 Security. Furl shall implement and maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Client Data provided by Client, including industry standard access controls, firewalls, passwords and malware protection. Furl will promptly notify you if Furl has reason to believe that there has been any accidental or unauthorized access, acquisition, use, modification, disclosure, loss, damage or destruction of the Client Data.
Warranties and Liability.
8.1 Warranty and Disclaimer. Furl warrants that it will provide the Service in a competent and workmanlike manner. THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (B) THAT THE SERVICE, RESULTS OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (C) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR RESULTS OBTAINED FROM THE SERVICE OR OUR PROPERTY. No advice or information, whether oral or written, obtained by you from us or through the Service will create any other warranty.
8.2 Limitation of Liability. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, THE RESULTS OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT YOU HAVE PAID TO US IN THE SIX (6) MONTHS PRIOR TO THE DATE OF YOUR CLAIM.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
10.1 Furl Indemnification. Furl shall defend, indemnify and hold harmless Client and its directors, officers, employees and agents (“Client Indemnified Parties”) from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent based on any claim that the Service infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third party intellectual property or proprietary right (excluding patents).
10.2 Client Indemnification. Client shall defend, indemnify and hold harmless Furl and its directors, officers, employees, agents and providers (“Furl Indemnified Parties”) from and against any Claims to the extent based on (a) any claim that the Client Data Infringes any third party intellectual property or proprietary right (excluding patents), or (b) any other violation of Client’s obligations under this Agreement.
10.3 Indemnification Process. As conditions of the indemnification obligations in Sections 10.1 and 10.2 above: (a) the applicable Client Indemnified Party or Furl Indemnified Party (the “Indemnitee”) will provide the indemnifying Party (the “Indemnitor”) with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor’s indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim (provided that the Indemnitee may participate using counsel of its own choosing, at its own expense), and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor’s evaluation, defense and settlement of such Claim. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other Party (not unreasonably withheld).
10.4 Exclusions. Furl’s obligations in Section 10.1 above shall not apply to any Claim to the extent arising from or relating to (a) misuse of the Service (including any use not strictly in accordance with the documentation therefor, Furl’s instructions, and this Agreement), (b) any modification, alteration or conversion of the Service not created or approved in writing by Furl, (c) any combination of the Service with any software or service not provided by Furl, (d) Furl’s compliance with specifications or other requirements of Client, (e) any Client Data provided by Furl, or (f) any data, information or materials which is publicly sourced or otherwise provided by a third party. If the Service is or may be subject to a Claim of Infringement described in Section 10.1 above, Furl may, at its cost and sole discretion: (i) obtain the right for Client to continue using the Service as contemplated herein; or (ii) replace or modify the Service so that it becomes non-Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Client the portion of any pre-paid subscription fees for access to and use of the Service which does not occur due to such termination. Furl’s obligations in this Section 10 shall be Furl’s sole obligations, and Client’s sole remedies, in the event of any Infringement of intellectual property or proprietary rights by or related to the Service.
11.1 Definition. “Confidential Information” means information that is disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, except that “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both Parties; (ii) the Client Data shall be deemed Confidential Information of Client, and (iii) the Service and Results shall be deemed Confidential Information of Furl, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential.
11.2 General Obligations. Each Party agrees that it will during the Term and thereafter: (a) not disclose the other Party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 11; and (d) protect all Confidential Information of the other Party from unauthorized use, access or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from disclosing Confidential Information of the other Party to the extent required by applicable law (including a court order or other government order); provided that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii) a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirors (provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 11; provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable).
11.3 Return or Destruction. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination or expiration of this Agreement; provided that (a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto, and (b) Receiving Party may retain Disclosing Party’s Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination or expiration.
Applicable Law. You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the Commonwealth of Massachusetts, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law. Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued. The United Nations Convention for the International Sale of Goods is hereby disclaimed.
Arbitration. We will attempt to resolve disputes with Clients to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Boston, Massachusetts, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. This provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”). In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking. You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US. If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.
Jurisdiction. With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within the Commonwealth of Massachusetts, U.S.A., with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement, and you shall not bring any such suit, claim or cause of action except in a court located within the Commonwealth of Massachusetts, U.S.A.
Force Majeure. In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control.
Compliance with Laws. You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.
Geography. We are based in the United States. We provide the Service for use only by persons located in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Miscellaneous Provisions. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. This Agreement may be amended or modified only by an express writing signed by both parties. Neither Party may assign or otherwise transfer this Agreement, or assign or otherwise transfer any of its rights hereunder, or delegate any of its obligations hereunder, without the prior written consent of the other Party; provided, Furl may assign or otherwise transfer this Agreement, or assign or otherwise transfer any of its rights or delegate any of its obligations hereunder to an affiliate or to a successor to all or substantially all of its assets, stock or business, without your prior written consent. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be no third party beneficiaries to this Agreement.
Last Updated: February 28, 2023
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