1. Agreement & parties
These Terms of Service (the "Terms") are a binding agreement between Fulcrum Systems LLC, a Florida limited liability company with its principal place of business in Miami-Dade County, Florida ("Fulcrum", "we", "us"), and the organization that subscribes to the service ("Customer", "you"). The service is Fulcrum Assets, a cloud-hosted fixed-asset management platform accessible at fulcrum-assets.com (the "Service"). By accessing or using the Service you accept these Terms. If a separate signed order form or Master Services Agreement (an "Order") exists between the parties, that Order controls where it conflicts with these Terms.
2. Accounts & access
Access is granted per organization under a separate commercial agreement. Your administrators are responsible for inviting users, assigning roles (admin, accountant, location user), and revoking access when appropriate. You are responsible for all activity that occurs under your organization's accounts and for safeguarding credentials, including enabling multi-factor authentication where available.
3. Customer Data & ownership
You retain all right, title, and interest in and to all asset records, depreciation history, counting data, reports, attachments, and other data you submit to the Service ("Customer Data"). You grant Fulcrum a limited, non-exclusive, royalty-free license to host, copy, transmit, display, and otherwise process Customer Data solely to provide and maintain the Service for your benefit. Fulcrum claims no rights to Customer Data beyond this operational license and will not sell Customer Data, use it to serve advertising, or use it to train machine learning models.
4. Fulcrum IP
The Service, including its software, interface, documentation, branding, and the Fulcrum Assets and Fulcrum Systems marks, is the exclusive property of Fulcrum. No license is granted to the underlying source code, and you agree not to copy, modify, distribute, reverse-engineer, decompile, or create derivative works of any part of the Service.
5. Acceptable use
You agree not to:
- attempt to breach the Service's security, probe for vulnerabilities, or access data belonging to other organizations (such activities may constitute violations of the Florida Computer Crimes Act, Fla. Stat. § 815, and the Florida Computer Abuse and Data Recovery Act, Fla. Stat. § 668.801);
- use the Service to store, process, or transmit unlawful content or to conduct unlawful activity;
- introduce malware, viruses, or other harmful code into the Service;
- interfere with, disrupt, or create an undue load on the Service (including automated scraping beyond what the documented API permits);
- resell, sublicense, or grant access to any third party without our prior written consent.
6. Fees & payment
Fees, billing frequency, and payment terms are set in the applicable Order. Unless the Order states otherwise, fees are payable Net 15 from invoice date, exclude all taxes, and are non-refundable. Overdue amounts accrue interest at 1.5% per month (or the maximum allowed by Florida law, whichever is lower). Fulcrum may suspend the Service after giving you fifteen (15) days' prior written notice of non-payment that remains uncured.
7. Availability & maintenance
We operate the Service on Supabase and Cloudflare infrastructure and target high availability, but make no uptime commitment beyond what is expressly set out in a written service level agreement in the applicable Order. We may perform scheduled maintenance that briefly interrupts the Service and will use commercially reasonable efforts to give advance notice of any maintenance window expected to exceed thirty (30) minutes.
8. Security & breach notification
We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including row-level database security, encryption in transit (TLS) and at rest, ES256-signed session tokens, and least-privilege service accounts. If we discover a "breach of security" as defined by the Florida Information Protection Act (Fla. Stat. § 501.171), we will notify you as expeditiously as practicable and within no more than ten (10) days of determining that a breach has occurred, consistent with our obligations as a third-party agent under that statute.
We maintain daily encrypted backups of Customer Data with a minimum thirty (30) day retention. In the event of data loss caused by Fulcrum, we will use commercially reasonable efforts to restore the most recent backup at no additional charge. Backups are not a substitute for your own data-export practices under §13.
9. Confidentiality
Each party will protect the other party's non-public information ("Confidential Information") using at least the same degree of care it uses for its own comparable information, and not less than reasonable care. Confidential Information will be used only to perform under these Terms and disclosed only to personnel or subcontractors with a need to know who are bound by equivalent confidentiality obligations. Obligations survive for three (3) years after termination; trade secrets are protected for as long as they qualify as trade secrets under Florida law.
10. Warranty disclaimer
Except as expressly set out in a written Order, the Service is provided "AS IS" and "AS AVAILABLE" without warranty of any kind, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Fulcrum does not warrant that the Service will be uninterrupted, error-free, or that it will meet your specific regulatory, accounting, or audit requirements.
11. Limitation of liability
To the fullest extent permitted by law, (a) neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility; and (b) each party's aggregate liability arising out of or relating to the Service will not exceed the total fees paid by you to Fulcrum during the twelve (12) months immediately preceding the event giving rise to the claim. These limitations do not apply to: breaches of confidentiality, a party's indemnification obligations, or either party's gross negligence or willful misconduct.
12. Indemnification
Fulcrum will defend and indemnify you against third-party claims alleging that the Service, as provided and used as permitted, infringes the claimant's registered US intellectual property rights, and will pay damages finally awarded. You will defend and indemnify Fulcrum against third-party claims arising from Customer Data, your use of the Service in violation of these Terms, or your violation of applicable law.
13. Term & termination
These Terms remain in effect for the subscription term set in the Order. Either party may terminate for material breach with thirty (30) days' prior written notice if the breach is not cured within that period. On termination for any reason, Fulcrum will make Customer Data available for export for thirty (30) days at no additional charge in (a) CSV format, one file per logical table, and (b) SQL format including PostgreSQL schema definitions and the corresponding data, plus any uploaded files in their original formats. After that thirty-day window, Customer Data will be deleted from production and backup systems within sixty (60) days, unless a longer retention is required by law. Sections 3, 4, 9, 10, 11, 12, and 15 survive termination.
14. Changes to the Terms
We may update these Terms from time to time. Material changes will be communicated at least thirty (30) days in advance via email to the administrator contact on file and posted on this page. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.
15. Governing law, venue, and dispute resolution
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles, and by applicable US federal law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida for any action arising out of or relating to these Terms. Before initiating formal proceedings, the parties will attempt in good faith to resolve disputes through executive escalation for at least thirty (30) days. Each party irrevocably waives any right to a jury trial to the extent permitted by law.
16. Electronic signatures & communications
The parties consent to conduct business electronically. Agreements, Orders, and notices exchanged by email or through an electronic signing platform (such as DocuSign or HelloSign) are legally valid and enforceable under the Florida Uniform Electronic Transaction Act (Fla. Stat. § 668.50) and the federal E-SIGN Act.
17. Miscellaneous
These Terms (together with the applicable Order) are the entire agreement between the parties and supersede any prior understandings. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No waiver is effective unless in writing. Neither party may assign these Terms without the other's prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Notices must be in writing and sent to the addresses on file; email is sufficient for routine notices, but notices of breach, termination, or indemnification must also be sent by certified mail or reputable courier.
18. Contact
Fulcrum Systems LLC · Miami-Dade County, Florida, USA
Questions about these Terms?
support@fulcrum-assets.com