Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the services, websites, and applications (collectively, the "Services") provided by:

• Futureaiit LLC, a limited liability company organized under the laws of Wyoming, United States (incorporated 2026), with principal place of business at Sheridan, Wyoming ("Futureaiit LLC"); and
• Futureaiit Consulting Private Limited, a private limited company incorporated under the Companies Act, 2013 in India (incorporated 2024) ("Futureaiit India").

Futureaiit LLC and Futureaiit India are collectively referred to as "Futureaiit," "we," "us," or "our." By accessing or using our Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

Jurisdiction-Specific Application: If you are contracting with Futureaiit India for services delivered in India, Indian law shall govern. If you are contracting with Futureaiit LLC for services delivered in the United States or internationally, U.S. law (specifically Wyoming law) shall govern, except where otherwise specified.

2. Services Provided

Futureaiit provides enterprise technology consulting and implementation services, including but not limited to:

All Services are provided on a project basis, retainer basis, or as otherwise specified in a Statement of Work ("SOW") or Master Services Agreement ("MSA") executed between you and Futureaiit. These Terms are incorporated by reference into all SOWs and MSAs.

3. Client Obligations

As a Client, you agree to:

• Provide Accurate Information: Provide complete, accurate, and truthful information regarding your business requirements, technical environment, data, and any other information necessary for Futureaiit to perform the Services.
• Timely Cooperation: Provide timely access to personnel, systems, data, and resources reasonably required for Futureaiit to deliver the Services. Delays caused by Client's failure to provide access may result in project timeline extensions and additional fees.
• Compliance with Laws: Ensure that all data, content, and materials you provide to Futureaiit comply with applicable laws, including but not limited to data protection laws (GDPR, CCPA, HIPAA), intellectual property laws, and export control regulations.
• Payment Obligations: Pay all fees as specified in the applicable SOW or invoice within the payment terms (typically Net 30 days unless otherwise agreed). Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Authorized Representatives: Ensure that individuals representing your organization have the authority to bind your organization to agreements and approve deliverables.

4. Intellectual Property Rights

4.1 Client Data and Materials

You retain all ownership rights to your data, content, trade secrets, and proprietary information ("Client Materials") provided to Futureaiit. By providing Client Materials, you grant Futureaiit a limited, non-exclusive, royalty-free license to use, reproduce, and modify such materials solely for the purpose of delivering the Services.

4.2 Deliverables and Work Product

Unless otherwise specified in a SOW:

• Custom Deliverables: Upon full payment, you will own all custom code, models, documentation, and other deliverables created specifically for you ("Custom Deliverables"), excluding Pre-Existing IP and Futureaiit Tools.
• Pre-Existing IP: Futureaiit retains all rights to its pre-existing intellectual property, including frameworks, libraries, methodologies, tools, and know-how developed prior to or independently of the engagement ("Pre-Existing IP"). You receive a non-exclusive, perpetual license to use Pre-Existing IP embedded in the deliverables solely for your internal business purposes.
• Futureaiit Tools: Any general-purpose tools, utilities, scripts, or components developed during the engagement that have applicability beyond your specific use case remain the property of Futureaiit.

4.3 Open Source Software

Deliverables may include open-source software components, which are governed by their respective open-source licenses. Futureaiit will disclose material open-source dependencies. You are responsible for compliance with open-source licenses.

5. Confidentiality

Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the engagement.

5.1 Definition of Confidential Information

"Confidential Information" includes all non-public information disclosed by one party to the other, including but not limited to: business plans, financial information, customer data, technical specifications, source code, trade secrets, proprietary methodologies, and any information marked as "Confidential" or that would reasonably be considered confidential.

5.2 Obligations

The receiving party agrees to:

• Use Confidential Information solely for the purpose of performing or receiving the Services
• Protect Confidential Information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care
• Limit disclosure to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations
• Not disclose Confidential Information to third parties without prior written consent

5.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order (with prior notice to the disclosing party where permitted).

6. Data Protection and Privacy

6.1 HIPAA Compliance (Healthcare Clients)

If you are a Covered Entity or Business Associate under HIPAA and the Services involve Protected Health Information (PHI), a separate Business Associate Agreement (BAA) must be executed. Futureaiit will implement appropriate administrative, physical, and technical safeguards to protect PHI in accordance with HIPAA requirements.

6.2 GDPR Compliance (European Clients)

If the Services involve processing of personal data of European Union residents, Futureaiit will act as a Data Processor and you will act as the Data Controller. A Data Processing Agreement (DPA) compliant with GDPR will be executed, specifying the nature, purpose, and duration of processing, types of personal data, and categories of data subjects.

6.3 Data Security

Futureaiit implements industry-standard security measures including:

• Encryption of data in transit (TLS 1.2+) and at rest (AES-256)
• Access controls and multi-factor authentication
• Regular security audits and penetration testing
• Employee background checks and security training
• Incident response and breach notification procedures

7. Warranties and Disclaimers

7.1 Futureaiit Warranties

Futureaiit warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Deliverables will materially conform to specifications in the applicable SOW
• Futureaiit has the right to grant the licenses specified in these Terms
• Services will not infringe third-party intellectual property rights

Warranty Period: 90 days from delivery of each deliverable. Client must notify Futureaiit of non-conformities within the warranty period. Futureaiit's sole obligation is to re-perform non-conforming Services or refund fees paid for non-conforming deliverables.

7.2 Disclaimer of Warranties

7.3 AI/ML Specific Disclaimers

AI and machine learning models are probabilistic and may produce inaccurate, biased, or unexpected results. Client is solely responsible for: (a) validating model outputs before use in production; (b) implementing appropriate human oversight and review processes; (c) monitoring for bias, drift, and performance degradation; and (d) compliance with applicable AI ethics and fairness standards. Futureaiit is not liable for decisions made based on AI/ML outputs.

8. Limitation of Liability

8.3 Exceptions to Limitations

The limitations in Sections 8.1 and 8.2 do not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations; (c) either party's breach of confidentiality obligations; (d) gross negligence or willful misconduct; or (e) liability that cannot be limited by law.

9. Indemnification

9.1 Futureaiit Indemnification

Futureaiit will defend, indemnify, and hold harmless Client from and against any third-party claims, damages, and costs (including reasonable attorneys' fees) arising from allegations that the Services or deliverables infringe third-party intellectual property rights.

Remedies: If deliverables are found to infringe, Futureaiit may, at its option: (a) obtain the right for Client to continue using the deliverables; (b) modify the deliverables to be non-infringing; or (c) refund fees paid for the infringing deliverables and terminate the license.

Exclusions: Futureaiit has no obligation for claims arising from: (i) modifications to deliverables not made by Futureaiit; (ii) use of deliverables in combination with third-party products not specified by Futureaiit; (iii) Client's failure to implement updates provided by Futureaiit; or (iv) Client Materials.

9.2 Client Indemnification

Client will defend, indemnify, and hold harmless Futureaiit from and against any third-party claims, damages, and costs (including reasonable attorneys' fees) arising from: (a) Client Materials; (b) Client's use of deliverables in violation of these Terms or applicable law; (c) Client's breach of data protection laws; or (d) claims that Client Materials infringe third-party rights.

10. Term and Termination

10.1 Term

These Terms commence on the date you first access the Services and continue until terminated as provided herein. Individual SOWs will specify project-specific terms and durations.

10.2 Termination for Convenience

Either party may terminate an SOW for convenience upon thirty (30) days' written notice. Client will pay for all Services performed and expenses incurred up to the effective termination date, plus a termination fee equal to 25% of the remaining SOW value (unless otherwise specified in the SOW).

10.3 Termination for Cause

Either party may terminate these Terms or an SOW immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within thirty (30) days of written notice
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Engages in fraud, gross negligence, or willful misconduct

10.4 Effect of Termination

Upon termination:

• Client must pay all outstanding fees and expenses
• Futureaiit will deliver all completed deliverables upon receipt of payment
• Each party will return or destroy the other party's Confidential Information
• Sections 4 (Intellectual Property), 5 (Confidentiality), 7.2 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Governing Law) will survive termination

11. Governing Law and Dispute Resolution

11.1 Governing Law

• For Futureaiit LLC Contracts: These Terms and any disputes shall be governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles.
• For Futureaiit India Contracts: These Terms and any disputes shall be governed by the laws of India, without regard to conflict of law principles.

11.2 Dispute Resolution Process

In the event of any dispute, the parties agree to the following escalation process:

1. Negotiation: The parties will first attempt to resolve disputes through good-faith negotiation between senior executives within thirty (30) days of written notice.
2. Mediation: If negotiation fails, the parties will attempt mediation with a mutually agreed mediator within sixty (60) days.
3. Arbitration: If mediation fails, disputes will be resolved through binding arbitration administered by the American Arbitration Association (AAA) for U.S. contracts or the Indian Council of Arbitration for India contracts, under their respective commercial arbitration rules.

11.3 Jurisdiction and Venue

• For Futureaiit LLC Contracts: Arbitration will be conducted in Sheridan, Wyoming, or remotely by mutual agreement. Any court proceedings to enforce arbitration awards will be brought in the state or federal courts located in Wyoming.
• For Futureaiit India Contracts: Arbitration will be conducted in Bangalore, India, or remotely by mutual agreement. Any court proceedings to enforce arbitration awards will be brought in the courts of Bangalore, India.

12. Export Control and Sanctions

The Services and deliverables may be subject to export control laws and regulations of the United States, India, and other jurisdictions. Client agrees to comply with all applicable export control laws and will not export, re-export, or transfer deliverables to:

• Countries subject to U.S. or international sanctions or embargoes
• Individuals or entities on restricted party lists (e.g., OFAC SDN List, Entity List)
• End-uses prohibited by law (e.g., weapons development, nuclear proliferation)

13. Compliance with Laws

Both parties agree to comply with all applicable laws and regulations, including but not limited to:

• Anti-Bribery and Corruption: U.S. Foreign Corrupt Practices Act (FCPA), UK Bribery Act, Indian Prevention of Corruption Act
• Data Protection: GDPR, CCPA, HIPAA, India's Digital Personal Data Protection Act
• Labor and Employment: Fair labor standards, anti-discrimination laws
• Tax Compliance: Withholding taxes, GST/VAT, transfer pricing regulations

14. Force Majeure

Neither party will be liable for failure to perform obligations due to events beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, labor disputes, internet or telecommunications failures, or cyberattacks. The affected party must provide prompt notice and make reasonable efforts to mitigate the impact. If force majeure continues for more than sixty (60) days, either party may terminate the affected SOW without penalty.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any executed SOWs, MSAs, BAAs, and DPAs, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications, whether written or oral.

15.2 Amendments

Futureaiit may update these Terms from time to time. Material changes will be communicated via email or website notice at least thirty (30) days before the effective date. Continued use of Services after the effective date constitutes acceptance of the updated Terms.

15.3 Assignment

Client may not assign these Terms or any SOW without Futureaiit's prior written consent. Futureaiit may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets upon notice to Client.

15.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Waiver

No waiver of any provision of these Terms will be deemed or constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly provided in writing.

15.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

15.7 Notices

All notices must be in writing and delivered via email (with read receipt) or certified mail to the addresses specified in the applicable SOW or MSA. Notices are deemed received upon confirmed delivery.

15.8 Publicity

Futureaiit may identify Client as a customer and use Client's name and logo in marketing materials, case studies, and client lists, unless Client objects in writing. Specific project details require Client's prior written approval.