These Terms of Use (“Terms”) apply when you use the services of Fruition Growth LLC (“Fruition” or “we”), including Fru.io, software, tools, data, documentation, and websites (“Services”). The Terms include our Privacy Policy, and other documentation, guidelines, or policies we may provide in writing. Please note that the Terms constitute a binding legal agreement between you or the entity that you legally represent and Fruition. You agree and accept to be bound by these Terms by either: (i) creating a user account and/or other accounts to use the Services (“Account”); (ii) accessing/using the Services and Website; or (iii) otherwise agreeing to be bound by these Terms (either electronically, or in writing, or otherwise). If you are using the Services on behalf of a legal entity or other organization, you are agreeing to these Terms for that entity or organization and acknowledge that you have the authority to act on behalf of that entity or organization and commit to these Terms on behalf of that entity or organization. The Terms apply to all Services provided regardless of whether it is on a paid, or free trial basis. OUR SERVICES ARE OFFERED TO YOU CONDITIONAL ON YOUR ACCEPTANCE OF THESE TERMS. PLEASE READ CAREFULLY ALL OF THEM. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR ANY PROVISIONS HEREOF, PLEASE DO NOT ACCESS AND USE OUR SERVICES AND/OR WEBSITE. THE TERMS MAY CHANGE, SO IT IS IMPORTANT TO REVIEW THE TERMS PERIODICALLY.
To access and use our Services, you must set up an Account by providing certain information (e.g., your email address, password, billing information, and invoicing information). All information you provide must be complete, accurate, true to the fact, and kept up to date. You agree to accept responsibility and are solely responsible for any and all usage and activities that occur under your Account or password, including, but not limited to, use of the Account by any other person, whether or not authorized by you. You are responsible for maintaining the confidentiality of your Account and its password, and for restricting access to your Account by any other party. To protect your Account, keep your password confidential. Do not reuse your Account password with other services. You agree to immediately notify us of any unauthorized use of your Account or password. You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services.
(a) Use of Services. By using the Services you will use our “Software”, which includes any software that accompanies or is made available in connection with the Services provided by us to you for your use of the Services. We grant you a limited, revocable, non-exclusive, personal, non-transferable, non-sublicensable, non-assignable, fixed-term license (the “License”) to use the Software for the purpose of accessing and using the Services in accordance with these Terms. No other right or license, express or implied, of any kind, is granted to you hereunder with respect to the Services and/or Software. The Software is licensed, not sold, and you receive no title to or ownership of any copy, or of the Software, Services, and Website. Fruition retains all rights, title, and interest in and to the Services, Software, Website, and any portion thereof. All rights are reserved unless otherwise explicitly expressed. (b) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you. You hereby grant Fruition and/or its affiliated companies a perpetual, irrevocable, worldwide license to use feedback that you communicate to us (including but not limited to any recommendation, idea, proposal, suggestion, feedback, review, or other input related to our Services, Software, Website) without reimbursement or compensation, without any obligation to report on such use, and without any other restriction. (c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with Fru.io; (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Terms; (vi) buy, sell, or transfer API keys without our prior consent; (vii), send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation or (viii) violate any law. It is your responsibility to comprehend the relevant laws related to any jurisdiction or venue that concerns you, your actions, and your use of the Services. You access and use the Services in your country on your own initiative, and you solely are responsible for complying with your local laws and regulations and the laws and regulations of any country with which or through which you communicate, transmit, or receive data, if and to the extent such laws are applicable. (d) Third Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input includes all files, data, text, pictures, photos, any electronic information, as well as any other information that you upload or otherwise make available on the Website or through the use of the Services, including personal data, account data, history of using the Services, and other files and information which is/was provided or created by you. You alone are responsible for the Input, and you assume all risks associated with the Input, including its accuracy, truthfulness, reliability, saving, safeguarding, loss, or any disclosure by you of information in the Input. You yourself decide how Services will be used to process the Input, to what extent, and for which purposes. You represent that you have the sole rights or the necessary permissions to use and authorize the use of the Input. You understand that you may be subject to legal liability, including criminal, administrative, and civil liability, for any Input that contains unlawful, false, or harmful information; information that violates any third-party right, including privacy rights and intellectual property rights, personal image and dignity rights, or any other proprietary right; information that is illegal or regulated speech; or information that violates any law or regulation. We process the Input only on your behalf by allowing you to use the functionality of the Services. Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. The copyright of any Content remains with the original copyright holder. Subject to your compliance with these Terms, Fruition hereby assigns to you all its right, title and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. Fruition may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for all Content, including for ensuring that it does not violate any applicable law or these Terms. Fruition respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please submit your complaint to ip@frugpt.com. We respond quickly to the concerns of rights owners about any alleged infringement. (b) Use of Content to Improve Services. We do not use Content that you provide to or receive from our API (“API Content”) to develop or improve our Services. We may use Content from Services other than our API (“Non-API Content”) to help develop and improve our Services. If you do not want your Non-API Content used to improve Services, you can opt out by filling out this form to access the contact form.. Please note that in some cases this may limit the ability of our Services to better address your specific use case. (c) Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect the Content that is used to generate the Output. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.
(a) Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize Fruition and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement. (b) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require. (c) Price Changes. We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes. (d) Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact accounting@fruition.net within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment.
(a) Confidentiality. You and Fruition acknowledge and agree that each will have access to, or become acquainted with, Confidential Information of the other Party, and that each Party will receive Confidential Information (“Receiving Party”) from the other Party (“Disclosing Party”). For the purposes of this Agreement, “Confidential Information” shall mean any information, whether or not created by or for the other Party, whether written or oral, which includes, but is not limited to, all non-public information, personal information, internal controls, computer or data processing programs, software, including all third party licensed software regardless of labeling, algorithms, electronic data processing applications, routines, subroutines, techniques or systems, ideas, designs, methods, discoveries, improvements, consulting services, trade secrets, or information concerning the business or financial affairs, client lists, product developments, methods of operation or proposed methods of operation, accounts, transactions, proposed transactions or security procedures of either Party, or the Parties’ Affiliates, clients, customers, or vendors. Confidential Information shall not include information which (i) was in the public domain at the time of its disclosure or thereafter enters the public domain through no act or omission of the Receiving Party; or (ii) was lawfully in the Receiving Party’s possession as shown in written records prior to such disclosure and without obligation of confidentiality; or (iii) was lawfully received by the Receiving Party after disclosure from a third party without obligation of confidentiality and without violation by such third party of an obligation of confidentiality to the Disclosing Party; or (iv) was independently developed by the Receiving Party without any use of or benefit of Confidential Information; or (v) has been specifically approved by the Disclosing Party in writing for release or disclosure by the Receiving Party without restriction. The Parties, using at a minimum the care with which they treat their own respective Confidential Information, shall not disclose the other Party’s Confidential Information to any other third party except as required by applicable law (including subpoena or court order; provided that, the Receiving Party has given the Disclosing Party prior written notice of such disclosure and an opportunity to contest such disclosure), or use the other Party’s Confidential Information other than for purposes related to the Services. The Parties further agree to employ reasonable measures to protect the Confidential Information of the other Party from unauthorized or inadvertent disclosure, including measures no less protective than those measures that either of the Parties employs to protect its own information of a like nature. Upon termination for any reason of the Services, each Party, as the Receiving Party, shall, within fifteen (15) days of receipt of a written request from the Disclosing Party, destroy the Disclosing Party’s Confidential Information in Receiving Party’s possession. Each Receiving Party agrees to immediately notify the Disclosing Party upon discovering that an unauthorized disclosure of Confidential Information has occurred. In the event of an actual or threatened breach of this Section, the Disclosing Party shall be entitled to seek immediate injunctive and other equitable relief without waiving any other rights or remedies available to it in law and equity.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Fruition and provide details of the vulnerability or breach. (c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.
(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 5 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (General Terms), if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-9.
(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law. You shall not settle any claim in a manner that adversely affects the rights of Fruition without Fruition’s prior written consent, which shall not be unreasonably withheld or delayed. Fruition may participate in and observe the proceedings at its own cost and expense.
(b) Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitations of Liability. IN NO EVENT SHALL FRUITION, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND/OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR RELIANCE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, OR DAMAGE RESULTING FROM CYBER SECURITY BREACHES, HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT CLIENT OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. FOR THE AVOIDANCE OF DOUBT, THESE LIMITATIONS OF LIABILITY APPLY TO ANY ACTIONS IN CONTRACT OR TORT, INCLUDING NEGLIGENCE AND NEGLIGENT MISREPRESENTATION. IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOT WITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY SOW, THE TOTAL LIABILITY, IN THE AGGREGATE, OF FRUITION AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND SUBCONTRACTORS, AND ANY OF THEM, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES, INCLUDING ATTORNEYS’ FEES AND COSTS AND EXPERT-WITNESS FEES AND COSTS OF ANY NATURE WHATSOEVER RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES FROM ANY CAUSE OR CAUSES SHALL NOT EXCEED THE TOTAL COMPENSATION RECEIVED BY FRUITION UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. CLIENT AGREES THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTED IN THE FEES PAYABLE HEREUNDER. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Fruition or any of Fruition’s affiliates. Fruition and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
(c) Modifications. We may amend these Terms from time to time by posting a revised version on the website. All changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(d) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email. Fruition accepts service of process at this address: Fruition Growth LLC, 616 E. Speer Blvd. Denver, CO 80203, Attn: ip@fru.io
(e) Waiver and Severability. If you do not comply with these Terms, and Fruition does not take action right away, this does not mean Fruition is giving up any of our rights. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
(f) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Fruition, and Fruition shall have the right to seek injunctive relief against you in addition to any other legal remedies.
(g) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Fruition regarding the use of the Services and, other than any terms of use specifically relating to the Services in any existing Master Services Agreement between you and Fruition, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Fruition on that subject.
(h) Jurisdiction, Venue and Choice of Law. These Terms shall be governed and construed in accordance with the laws of the State of Colorado without giving effect to its principles of conflicts of laws. The Denver District Court in Denver County, Colorado shall be the exclusive forum for resolution of any disputes related to the Services. The Parties agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of the Services, or any other dispute involving you and Fruition. In the event that any legal action or proceeding is initiated by either Party relative to the Services, the prevailing party in such action shall recover its reasonable attorney fees, costs and other relief to which it may be entitled.
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