I. DEFINITIONS
1.1 “Agreement” means these Terms and Conditions, including the Data Processing Addendum, and any Order Form, Statement of Work, or Schedule executed by the parties.
1.2 “Company” means Future Online Legacy, LLC, a Wyoming limited liability company doing business as CreateAssistants, and its affiliates, successors, and assigns.
1.3 “Customer” means the individual or entity that enters into a Customer Agreement or uses the Services.
1.4 “Platform” means the proprietary software, systems, APIs, and related interfaces provided by CreateAssistants to the Customer as Software-as-a-Service (“SaaS”).
1.5 “Services” means the Platform and all ancillary services, including implementation, customization, data integration, and professional support.
1.6 “Authorized User” means any individual whom Customer authorizes to access the Platform under its account.
1.7 “Customer Data” means all data, content, and information submitted by Customer or Authorized Users.
1.8 “Confidential Information” means non-public information disclosed by either party that is designated as confidential or would reasonably be understood as such.
1.9 “DPA” refers to the Data Processing Addendum incorporated into this Agreement.
1.10 “Term” means the duration of this Agreement as defined in Section XII.
II. SERVICES AND ACCESS RIGHTS
2.1 Provision of Services. Company shall make the Platform available to Customer and perform related Services in accordance with each executed Order Form or Statement of Work.
2.2 License Grant. Subject to this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for internal business purposes during the Term.
2.3 Modifications. Company may modify or enhance the Platform at its discretion to maintain performance, security, or compliance.
2.4 Suspension. Company may suspend access immediately for nonpayment, security threats, or material breach of this Agreement.
III. CUSTOMER OBLIGATIONS
3.1 Authorized Use. Customer shall ensure that all Authorized Users comply with this Agreement and applicable law.
3.2 Prohibited Use. Customer shall not: (a) reverse engineer, copy, or modify the Platform; (b) resell, sublicense, or share access without written consent; (c) use the Platform for illegal or harmful activity.
3.3 Account Security. Customer is solely responsible for safeguarding passwords and access credentials.
3.4 Compliance. Customer shall obtain all rights and consents necessary for the lawful use and transmission of Customer Data.
IV. FEES AND PAYMENT
4.1 Fees. Customer shall pay all fees as set forth in the applicable Order Form. Fees are non-refundable.
4.2 Invoicing. Unless otherwise specified, invoices are due upon receipt. Late payments accrue interest at 1.5% per month.
4.3 Taxes. Customer shall pay all applicable taxes except for taxes on Company’s net income.
4.4 Renewal Fees. Fees may be increased at renewal by up to the percentage specified in the Order Form or as published by Company.
4.5 No Offsets. All payments must be made without setoff or deduction.
V. INTELLECTUAL PROPERTY
5.1 Ownership. Company retains all right, title, and interest in the Platform, Services, and related intellectual property.
5.2 Customer Data. Customer retains ownership of Customer Data. Customer grants Company a worldwide, royalty-free license to process Customer Data for the purpose of providing and improving the Services.
5.3 Feedback. Company may use any suggestions, feedback, or ideas provided by Customer without restriction or obligation.
VI. CONFIDENTIALITY
6.1 Obligations. The Receiving Party shall protect the Disclosing Party’s Confidential Information using the same degree of care it uses for its own, but no less than reasonable care.
6.2 Exceptions. Confidential Information excludes information that is public, already known, or lawfully obtained from a third party.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information as required by law, with prompt notice to the Disclosing Party.
VII. DATA PROTECTION AND PRIVACY (DPA)
7.1 Compliance. Company acts as a Data Processor under GDPR and CCPA, processing Customer Data only on documented instructions.
7.2 Subprocessors. Company may engage subprocessors, ensuring equivalent data protection obligations.
7.3 Security. Company shall maintain technical and organizational measures appropriate to the risk, including encryption, access controls, and breach detection.
7.4 Cross-Border Transfers. For Customers in the EU/UK, data transfers to the United States rely on Standard Contractual Clauses (SCCs) as set forth by the European Commission.
7.5 Data Subject Requests. Company shall assist Customer in fulfilling data access, correction, and deletion requests to the extent required by applicable law.
7.6 Breach Notification. Company shall notify Customer of any confirmed data breach without undue delay.
7.7 Return or Deletion. Upon termination, Customer Data shall be deleted or returned within sixty (60) days unless otherwise required by law.
VIII. WARRANTIES AND DISCLAIMERS
8.1 Limited Warranty. Company warrants that the Services will be provided in a professional and workmanlike manner consistent with industry standards.
8.2 Disclaimer. Except as expressly stated, the Services are provided “AS IS.” Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
IX. INDEMNIFICATION
9.1 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Company from all claims, losses, and expenses arising out of (a) Customer Data, (b) breach of this Agreement, or (c) misuse of the Services.
X. LIMITATION OF LIABILITY
10.1 Cap. Company’s total liability shall not exceed fees paid by Customer in the preceding twelve (12) months.
10.2 Exclusion. Company shall not be liable for any indirect, incidental, consequential, or punitive damages.
XI. TERM AND TERMINATION
11.1 Term. This Agreement remains in effect during Customer’s active subscription.
11.2 Termination for Cause. Either Party may terminate upon thirty (30) days’ written notice if uncured breach occurs. Company may terminate immediately for nonpayment or misuse. Upon termination, all accrued fees become due immediately, and access to Services shall cease.
XII. FORCE MAJEURE
Company is not liable for delays or failures caused by events beyond its control, including acts of God, war, cyberattacks, or labor disputes.
XIII. ASSIGNMENT
Customer may not assign this Agreement without Company’s prior written consent. Company may assign to affiliates or successors.
XIV. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, USA. Parties consent to exclusive jurisdiction in Wyoming courts.
XV. MISCELLANEOUS
15.1 Entire Agreement. This Agreement and all referenced documents constitute the complete understanding of the Parties.
15.2 Severability. Invalid provisions shall not affect the remainder.
15.3 No Waiver. Failure to enforce any provision does not waive the right to do so later.
15.4 Electronic Execution. Electronic acceptance or signature has full legal effect.
15.5 Notices. Notices shall be sent to [email protected]