Terms of Service & Master Agreement

1. Agreement, Parties & Acceptance

These Terms of Service (“Terms”, “Agreement”) constitute a legally binding agreement between the client entity or organization (“Client”, “Customer”, “you”) and Futurix AI Systems / Futurix LLC (“Futurix”, “we”, “us”, “our”).

By accessing our digital interfaces, executing a Statement of Work (“SOW”), subscribing to our SaaS platforms (including Futurix ERP, Futurix CRM, Vectra, Collegis AI, CareLoom, Clinexa HIS, and Clinex AI), or engaging our engineering teams for custom AI development, you agree to be bound by these Terms and our incorporated Privacy Policy.

If you are entering into this Agreement on behalf of a company, corporation, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms.

2. Enterprise Services & Statements of Work (SOW)

Futurix provides specialized AI engineering and software services across multiple delivery models:

Each custom project engagement is formalized through a project-specific Statement of Work (“SOW”) or Service Order referencing these Terms. In the event of a direct conflict between the provisions of these general Terms and an executed SOW signed by authorized officers of both parties, the provisions of the executed SOW shall prevail for that specific scope.

3. Intellectual Property Rights & Ownership

We believe in complete transparency and crystal-clear intellectual property boundaries for enterprise clients:

Futurix Pre-Existing IP & Core Frameworks

Futurix retains sole ownership of its pre-existing intellectual property, including proprietary foundational frameworks, algorithmic blueprints, reusable agent orchestrators, generic UI components, and software libraries (“Futurix Background IP”). To the extent Futurix Background IP is incorporated into Client Deliverables, Futurix grants the Client a perpetual, worldwide, irrevocable, royalty-free, non-exclusive license to use, execute, reproduce, and internally modify such Background IP solely as part of and for the normal operation of the Client Deliverables.

Open Source Components

Deliverables may include open-source software libraries (such as PyTorch, Hugging Face Transformers, Linux, PostgreSQL, Flutter). Each open-source component is licensed under its respective third-party license (e.g., Apache 2.0, MIT, BSD). Futurix guarantees that no restrictive copyleft licenses (e.g., GPL v3) will be introduced into Client proprietary codebases without prior written consent.

4. AI Sovereignty & Zero Public Training Guarantee

As an enterprise-first AI consultancy, data sovereignty is our foundational guarantee:

• Zero Training on Customer Data: Client prompts, database queries, proprietary records, and system outputs processed through Futurix solutions are strictly never used to train, retrain, or align public or multi-tenant foundational models (including OpenAI, Anthropic, Google, or Meta models).
• Tenant Isolation: In multi-tenant cloud environments, cryptographic tenant segregation, dedicated schema separation, and zero-cross-tenant memory ensure no cross-contamination of operational data.
• Private Model Enclaves: When deploying private local LLMs or fine-tuned weights, all training and inference runs strictly inside your virtual private cloud (VPC) or local physical servers, retaining 100% data residency within your declared sovereign jurisdiction.
• Responsible AI Governance: Our agentic architectures implement verifiable human-in-the-loop (HITL) checkpoints, automated hallucination detection, prompt injection mitigation, and audit logging compliant with the EU AI Act and UAE National AI Strategy.

5. Client Responsibilities & Acceptable Use Policy

The Client agrees to utilize Futurix services and platforms in compliance with all applicable laws and regulations. You agree that you shall not:

• Reverse engineer, decompile, disassemble, or derive source code or underlying neural network weights of proprietary software or model binaries provided by Futurix, except as permitted by mandatory statutory law.
• Deploy autonomous agents or software for unlawful purposes, including malicious intrusion, spam generation, distributed denial-of-service (DDoS), unconsented surveillance, or weaponized cyber operations.
• Submit data or content to the platforms that infringes on third-party intellectual property, violates data privacy statutes, or contains unsanitized malicious code.
• Circumvent or attempt to bypass security boundaries, token quotas, authentication layers, or firewall perimeters established by Futurix.
• Re-sell, lease, or sub-license access to Futurix hosted multi-tenant platforms to unauthorized third parties without an executed Partner Agreement.

6. Fees, Invoicing, Billing & Payment Terms

Fees for custom engineering, SaaS subscriptions, and infrastructure management are detailed in the applicable SOW or Service Order:

• Invoicing & Payment: Invoices are issued according to project milestone schedules or monthly/annual subscription cycles. All invoices are payable within thirty (30) calendar days from the invoice date (“Net 30”), unless specified otherwise in an executed SOW.
• Currency: Unless stated otherwise in the SOW, fees are denominated and payable in United States Dollars (USD), United Arab Emirates Dirhams (AED), or British Pounds Sterling (GBP).
• Taxes: All fees are exclusive of applicable value-added taxes (VAT), sales taxes, withholding taxes, or customs duties. Client is responsible for paying all taxes associated with its purchases, excluding taxes based on Futurix’s net income.
• Late Payments: Overdue payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, along with reasonable collection and legal costs incurred by Futurix.

7. Confidentiality & Non-Disclosure

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), including technical architecture, software code, algorithms, business plans, customer records, and commercial pricing.

The Receiving Party agrees to: (a) protect the Confidential Information using the same degree of care it uses to protect its own confidential materials of like nature, but no less than reasonable care; (b) use Confidential Information solely to exercise rights and perform obligations under this Agreement; (c) restrict access to employees, contractors, and legal advisors with a strict need-to-know basis who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except for trade secrets, which shall be protected indefinitely until they lose their trade secret status through no fault of the Receiving Party.

8. Service Level Agreements (SLA) & Availability

For enterprise clients with active Managed Services or Cloud Hosting agreements:

• Uptime Commitment: We target 99.9% monthly service availability for production container clusters and managed API gateways, excluding scheduled maintenance windows.
• Scheduled Maintenance: Maintenance requiring planned system downtime is conducted during low-traffic maintenance windows, with at least forty-eight (48) hours advance notice provided via our status dashboard or technical contact email.
• Incident Response Severity: Critical production outages (Priority 1) trigger immediate response within one (1) hour by our on-call Site Reliability Engineering (SRE) team, operating 24/7/365.

9. Warranties, Disclaimers & Limitations

Professional Warranty: Futurix warrants that all custom engineering services will be performed in a professional, workmanlike manner adhering to modern software engineering best practices. For a period of ninety (90) days following delivery acceptance of an SOW milestone (“Warranty Period”), Futurix will, at no additional charge, correct reproducible material defects in deliverables that fail to conform to the agreed SOW specifications.

AI Performance Disclaimer: Artificial intelligence and machine learning models are inherently probabilistic systems. While Futurix engineers state-of-the-art verification, validation, and guardrail layers, Futurix does not warrant that AI agent operations will be entirely error-free or uninterrupted. The Client acknowledges that outputs generated by generative AI models should be evaluated by qualified human supervisors before being relied upon for mission-critical legal, financial, life-safety, or medical decisions.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL PLATFORMS, EXPERIMENTAL APIS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Waiver of Consequential Damages: NEITHER PARTY, NOR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS, SHALL BE LIABLE UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, REPUTATIONAL INJURY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Aggregate Liability Cap: EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO FUTURIX UNDER THE APPLICABLE SOW OR SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

11. Term, Suspension & Termination

Term: This Agreement commences on the date you accept these Terms or execute an SOW and continues until terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement or any specific SOW immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, enters bankruptcy, or initiates liquidation proceedings.

Data Retrieval & Post-Termination Protocols: Upon termination or expiration of an engagement, Client shall have thirty (30) calendar days to extract or request export of all Client Data in standard industry formats (JSON, CSV, SQL dumps). Following this 30-day grace period, Futurix will cryptographically sanitize and erase all Client operational data from active storage systems in compliance with NIST SP 800-88 standards.

12. Governing Law & Dispute Resolution

This Agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of the applicable regional operational jurisdiction:

• Middle East & GCC Clients: The laws of the Dubai International Financial Centre (“DIFC”) or Abu Dhabi Global Market (“ADGM”), UAE. Any dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre or DIAC.
• Americas Clients: The laws of the State of Delaware, United States, without regard to conflicts of law principles. Any dispute shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in Wilmington, Delaware.
• United Kingdom & European Clients: The laws of England and Wales. Any dispute shall be referred to and finally resolved by arbitration under the LCIA Rules in London, UK.

The parties agree that before initiating formal arbitration proceedings, they shall engage in good-faith negotiations between designated senior executives for a minimum period of thirty (30) days.

13. General Provisions & Contact Information

Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

No Waiver: The failure of either party to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Entire Agreement: These Terms, together with any executed SOWs, DPAs, and our Privacy Policy, constitute the complete and exclusive understanding between the parties regarding the subject matter herein.