Terms of Service
Last Updated December 28th, 2024.
Introduction
Edesia Technologies Inc., a Delaware corporation, headquartered in Seattle and d/b/a “Tomorrow” (hereinafter, “Tomorrow”, “us”, “we” or “our”, as the context provides) owns and operates the website located at: www.tomorrowfridge.com (our “Site”), and we own (or properly license) all software, IoT applications, mobile applications, platforms, cloud services, products, features, and offerings, related to the Tomorrow fridge, whether currently existing or developed and released in the future (collectively, our “Services”), and all hardware and equipment relating to the Tomorrow fridge, including any beta hardware and prototypes (collectively, our “Products”).
The use of our Products and Services is governed by these Terms of Service (these “Terms”). These Terms constitute a legally binding agreement between you and/or any person or entity you access our Products and/or Services on behalf of (hereinafter, “you”) and Tomorrow. By using or accessing our Products and/or Services, you acknowledge and agree that you have read, understood and agree to be bound by these Terms. If you do not agree to be so bound, you may not use or access our Products and/or Services. For the purposes of these Terms a “third-party” is any person or entity who/that is not you or Tomorrow.
PLEASE BE AWARE THAT THESE TERMS CONTAIN IMPORTANT DISPUTE RESOLUTION TERMS AND PROCEDURES, INCLUDING MANDATORY ARBITRATION, WAIVER OF A JURY TRIAL, WAIVER OF ANY CLASS ACTION LAWSUITS, INDEMNIFICATIONS AND LIABILITY LIMITATIONS. THESE PROVISIONS AFFECT YOUR RIGHTS UNDER THESE TERMS IN THE EVENT OF ANY DISPUTE BETWEEN YOU AND TOMORROW. YOU MAY OPT-OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
PLEASE READ THESE TERMS CAREFULLY AND BEWARE OF ANY AMENDMENTS.
We may amend or modify these Terms at any time by posting the revised terms with the applicable effective date above. Due to the evolving nature of our business and our Products and Services, we will need to revise these Terms prior to major milestones, so please check these Terms frequently for changes. The revised version of these Terms will be effective as of the latest date, but no changes will apply retroactively. If you have provided us with your email and have consented to electronic communications, we will send you an email notice of any material changes to these Terms. Your continued use of our Services after the posting of any revised terms constitutes your acceptance of such revisions. If you do not agree with any such modifications, your sole and exclusive remedy is to terminate your use of our Products and Services.
Terms of use
Eligibility to Use Our Products and Services
To use our Products and Services, you must be, and you represent and warrant to us that you:
Are at least 18 years of age
Are legally competent to enter into legally binding agreements
Reside within the United States of America
By using our Products or Services on behalf of any other person or entity, you represent to us that you are an authorized representative of such party and that such use constitutes that party’s acceptance of these Terms.
Additionally, to participate in any of our beta programs you must not be an owner, director, executive, employee, consultant or advisor of any company that sells or is developing any products or services that are the same as substantially similar to our Products and Services and could be considered a competitor of Tomorrow (as determined by us in our sole discretion).
License to our Services
Subject to your compliance with these Terms, Tomorrow grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license and right to use our Products and Services in the ordinary course of such use. You may not use our Products or Services other than as expressly permitted by these Terms. We reserve the right to monitor your use of our Products and Services to determine your compliance with these Terms.
Prohibited Uses
In your use of our Products and Services, you may not, directly or indirectly, on behalf of yourself or any third-parties, attempt to, or actually (collectively, “Prohibited Conduct”):
Copy, reproduce, perform, display, distribute, republish, post, transmit, modify, create derivative works of, participate in the transfer or sale of, or otherwise exploit any content on or connected with any of our Products or Services or any part, feature, function, or user interface thereof, except as expressly permitted herein.
Violate, misappropriate, or infringe upon any intellectual property right or any other right of ours or any third-party.
Decompile, disassemble, reverse engineer, reduce to human-perceivable form, or discover the underlying source code, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
Bypass any protective measures or safety mitigations we put on our Products or Services.
Interfere with, tamper with, damage, or disable any technology used to provide our Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology, or otherwise render our Products or Services unusable.
Interfere with our algorithm, natural language processing, or other technology by submitting material that is false, obscene, offensive, defamatory, libelous, threatening, pornographic, harassing, hateful, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate for the Products or Services.
Impersonate or misrepresent your identity or affiliation with any group, company, or organization.
Falsely represent that any result of our Products or Services was generated by you or any third-party or software.
Post advertisements, solicitations of business, or use our Products or Services in any commercial manner.
Gain information to build a competitive product or service.
Remove any proprietary notices connected with our Products or Services.
Gain access to any account that is not yours.
Harvest or collect any information or data about other users of our Products or Services.
Violate any local, state, or federal law, rule, or regulation.
Right to Suspend Access to Our Products or Services
We reserve the right to temporarily suspend or permanently revoke your access to our Products or Services if we reasonably determine in our sole discretion that you have violated any provision of these Terms or engaged in any Prohibited Conduct. In the event of a temporary suspension, we will use commercially reasonable efforts to provide you with written notice of your suspension and updates regarding any investigation and your ability to dispute such suspension, if applicable. If such Prohibited Conduct can be cured, as determined in our sole discretion, we will use commercially reasonable efforts to resume providing access to the suspended Products or Services as soon as reasonably practicable after the activity giving rise to the temporary suspension is cured. We will have no liability for any damage, liabilities, losses (including any lost profits or the costs of any damages or loss of property or personal injury), or any other consequences you may incur as a result of any temporary suspension or permanent revocation of your access to our Products or Services.
We also reserve the right to deny access to or the sale of our Products or Services to anyone at any time for any reason, without notice. You may be flagged by our internal system for suspicious activity, including, but not limited to, using a proxy web connection or having a history of fraudulent online activity.
For the avoidance of doubt, with respect to physical products, the foregoing suspension and revocation right applies to any beta or prototype products that are owned by us and licensed to you, and does not apply to your ability to access or use any physical products that you have purchased and own, provided that, the foregoing does apply to the software installed on such products.
User Accounts
Account Registration
To use some of our Products and/or Services, you may be required to register for an account with us. If so, you must provide accurate and complete information and keep your information up to date, especially your email address because, although you may be able to log in to your account, you will not receive important notifications from us regarding our Products and Services.
Account Security
You may not share your account credentials or make your account available to anyone else. You are solely responsible for any and all activities that occur under your account, including any uses by any unauthorized parties. Except when logging into your account (on the login page, where your password is encrypted), we will never ask you for your password. If you receive any request for your password or know or believe that your account has been accessed by any unauthorized parties (actual or attempted) you must notify us immediately. We reserve the right to temporarily disable or terminate your account if we believe that there is currently, or has been in the past, any unauthorized use of your account, or any other use in any manner that may disrupt our Products or Services.
Personal Information
Any collection of your personal information through your use of our Services and any voluntary submission of your personal information to us is governed by the terms and conditions of our Privacy Policy.
Intellectual Property
Tomorrow Content
Tomorrow is the sole owner or rightful licensor of all content, material, software, algorithms, programs, data, computer code, large language models, and technology underlying our Services, and all content, material, text, images, video, audio, graphics, and designs on our Site, available through our Services, and posted to our social media accounts (our “Social Media”), including all trademarks, services marks, and brand logos and icons (our “Tomorrow Marks”), and intellectual property rights contained therein (the foregoing is collectively referred to as our “Tomorrow Content”). Our Tomorrow Content is displayed “as is” and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited unless we first expressly agree in writing. We reserve all ownership rights in and to our Tomorrow Content. No ownership or any rights in or to any of our Tomorrow Content is or will be granted or transferred to you due to your use of our Products or Services.
Your Content
In your use of our Products and Services, you may upload information, content, or data to the Services (“Your Content”). You are solely responsible for all of Your Content, including ensuring that it does not violate any Prohibited Conduct. You represent and warrant to us that you have all rights, licenses, and permissions necessary to use and upload Your Content into our Products and Services (as applicable). You shall own and maintain ownership of (or your license or permissions to use) Your Content. For any of Your Content that you post publicly on our Social Media, you grant us an irrevocable, non-exclusive, worldwide, transferable, sublicensable, royalty-free, fully paid, license and right to use and publicly display that content. We may use any of Your Content in an anonymized form to provide, maintain, develop, and improve our Products or Services, enforce these Terms, keep our Products or Services secure, or to comply with applicable law.
Ownership of Feedback
Tomorrow appreciates any suggestions, enhancement requests, recommendations for improvements or new products, services, or features, corrections, or any other feedback you provide to us relating to our Products and Services, whether orally or in writing (collectively, “Feedback”). You hereby agree that we shall own all rights in and to such Feedback and may use such Feedback to improve our Products and Services and/or to offer new products, services, or features, and that we will not be obligated to pay, compensate, or credit you for such Feedback, or to hold any such Feedback in confidence. To the extent necessary to effect the foregoing agreement, you grant to Tomorrow and our affiliates an irrevocable, non-exclusive, worldwide, unrestricted, royalty-free, fully paid, transferable, sublicensable (through multiple tiers) license and right to use your Feedback for any business purpose.
OUR SERVICES ARE PROVIDED “AS AVAILABLE” AND “AS IS,” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TOMORROW DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TOMORROW MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, THAT THE RESULTS OF THE SERVICES WILL BE COMPLETE, ACCURATE, ERROR-FREE, BIAS-FREE, OR APPROPRIATE FOR ANY PARTICULAR PURPOSE. THIS PROVISION IS NOT INTENDED TO DISCLAIM LIABILITY THAT WE MAY NOT DISCLAIM UNDER APPLICABLE LAW.
Liability Limitations
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER TOMORROW, NOR ANY OF OUR AFFILIATES OR LICENSORS, OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR THE COST OF PROCUREMENT OF ALTERNATIVE GOODS OR SERVICES, RESULTING FROM THE PERFORMANCE, USE OF, OR THE INABILITY TO USE, OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE.
IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID FOR THE PORTION OF OUR SERVICES TO WHICH THE CLAIM RELATES, OR, IF THE CLAIM DOES NOT RELATE TO A PAYABLE SERVICE, THEN $100. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT WE MAY NOT EXCLUDE UNDER APPLICABLE LAW.
Indemnification
To the fullest extent permitted under applicable law, you will defend, indemnify and hold harmless Tomorrow, and our directors, officers, employees and agents (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including attorneys’ fees) incurred in connection with any claim brought or asserted by any third party against any of the Indemnified Parties: (a) alleging your violation of any of these Terms; (b) alleging bodily injury, death, property damage or other damages arising from your use or misuse of our Services (including any authorized or unauthorized uses of your account); or (c) arising from or related to any other party’s access and use of the Services with your username, password, security code, or other credentials. We may, in our sole and absolute discretion, control the disposition of any such claim at your sole cost and expense. You may not settle any such claim without our express written consent.
Dispute Resolution
YOU AND TOMORROW AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
Governing Law
You and Tomorrow agree that the laws of the State of Washington, without regard to conflict of laws principles, will govern these Terms and your use of our Services. Such body of law will apply regardless of your residence or the location where you access our Products or Services.
Step 1: Informal Resolution
If any claim or controversy arises between you and Tomorrow regarding our Products or Services or any breach, enforcement, or termination of these Terms, before taking any formal action, the party with the claim or controversy will contact the other and include a brief written description of the issue and return contact information (or the contact information of your agent or legal representative). If we are unable to reach an amicable resolution within 60 days, then either of us may proceed to initiate arbitration in accordance with Step 2 below.
Step 2: Mandatory Arbitration
If we are unable to resolve our dispute informally in Step 1, then you and Tomorrow agree to resolve the dispute through final and binding arbitration. Either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable (available here).
Step 3. Arbitration Procedures
The arbitration will be conducted by video conference, if possible. If the arbitrator determines that a hearing should be conducted in-person, you and Tomorrow agree to hold such arbitration with a NAM arbitrator at a location mutually agreed upon in Seattle, Washington. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Washington. The arbitrator will have exclusive authority to resolve any dispute, except that the state and federal courts located in King County, Washington have the authority to determine any dispute regarding the enforceability, validity of the class action waiver, or requests for public injunctive relief, as set forth below. The arbitration will be confidential and any award or settlement offer amounts, whether or not accepted, will not be disclosed by either party. The arbitrator will have the authority to grant motions dispositive of all or part of the dispute and the arbitrator’s final determination will be binding and may be entered as a judgment in any court of competent jurisdiction.
Batch Arbitration
If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar disputes within 90 days of each other, then you and Tomorrow agree that NAM will administer those disputes in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single or consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by video conference or in a location in Seattle, Washington. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.
Right to Opt-Out of Arbitration
You may opt out of arbitration within 30 days of first accessing our Products or Services or creating an account, whichever is sooner, by emailing an opt-out notice to: legal@edesia.ai. You must include your full legal name, username, and email address associated with the account to which the opt-out applies. This procedure is the only way we can identify individuals who’ve opt-ed out of the agreement to arbitrate. If you opt-out of the agreement to arbitrate, all other parts of these Terms and this section will continue to apply to you. Opting out of arbitration has no effect on any previous, other, or future arbitration agreements that you may have with us.
Exceptions for Injunctive Relief
Notwithstanding the foregoing, nothing in these Terms shall prevent either party from bringing any claims for injunctive or other equitable relief to stop or prevent unauthorized use or abuse of our Products or Services or the infringement or misappropriation of intellectual property. Such equitable actions may be brought in any court of competent jurisdiction without the need to post a bond.
1-Year Limitation on Actions
You agree that regardless of any statute or law to the contrary, any dispute, claim, lawsuit, or cause of action arising out of or related to these Terms or your use of our Products or Services must be filed within ONE YEAR after such dispute, claim, lawsuit, or cause of action arose, or your right to bring any dispute, claim, or cause of action shall be forever barred. This limitation shall apply to the maximum extent permitted under applicable law.
No Class Actions
Except with respect to Batch arbitrations, you acknowledge and agree that, to the fullest extent permitted by applicable law, no arbitration or judicial proceeding arising out of or under these Terms will be joined to any other arbitration or judicial proceeding involving any other party subject to these Terms, whether through class arbitration or judicial proceedings or otherwise.
Force Majeure
Under no circumstances will Tomorrow be held liable for any delay or failure in manufacturing, shipping, or delivering our Products, or performing our Services which result, directly or indirectly, from any event whatsoever that is beyond our reasonable control.
General Terms
Assignment; Transfer; Delegation
You may not assign, transfer or delegate any of your rights or obligations under these Terms and any attempt to do so will be invalid. We may assign, transfer or delegate our rights and obligations under these Terms, in whole or in part, to any affiliate, subsidiary, or successor in interest of any business associated with our Products or Services. These Terms will be binding upon and inure to the benefit of our successors and assigns.
No Waiver
No waiver of any term of these Terms will be binding unless in writing and signed by the waiving party. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and any failure to exercise or enforce any right or remedy in these Terms does not waive that right or remedy.
Severability
If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, you and Tomorrow agree that the arbitrator or court should endeavor to give effect to the maximum extent permitted by law, to the intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
Entire Agreement; Modifications & Amendments
These Terms constitute the entire agreement between you and Tomorrow regarding the subject matter contained herein, and supersedes any prior agreements between us on such subject matter. These Terms may only be modified or amended by an express written statement signed by our authorized representative.
Consent to Electronic Communications
If you wish to communicate with Tomorrow, you consent to do so by electronic means. You authorize us to send you important notices about our Products and Services, and any pending transactions to the email address indicated in your account or otherwise provided to us by you. It is your duty to keep your email address up to date and to maintain a valid email address and to ensure that our emails are not filtered or stopped by spam filters or other types of email blocking functionalities. If you no longer desire to communicate electronically with us, you may no longer use our Products and Services. If you give notice to us, you must use the email address provided below and such notice will be effective when received by us.
How to Contact Us
If you have any questions or concerns regarding these Terms, you may contact us at the following addresses:
Edesia Technologies, Inc.
d/b/a/ “Tomorrow”
111 W John Street, Suite 201
Seattle, WA 98119
Email: legal@edesia.ai
