Terms of service

1. Agreement to these terms

These Terms of Service (the “Terms”) are a binding agreement between you and Here Tomorrow LLC (“Here Tomorrow,” “Tomorrow,” “we,” “us” or “our”). They govern your access to and use of Tomorrow’s websites, membership experience, intelligence, analytical tools, communications and related services (collectively, the “Service”).

By accessing or using the Service, applying for membership or accepting these Terms, you agree to be bound by them. If you use the Service for an entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Service.

2. Membership and transaction eligibility

Membership and eligibility to enter a transaction are separate. Membership may provide access to intelligence, community, events and other club benefits, but it does not by itself permit execution, guarantee a quote or establish a trading relationship.

Transaction access is available only after all applicable eligibility, identity, sanctions, suitability, counterparty, documentation and transaction-specific reviews have been completed. Where Eligible Contract Participant status is required, you must satisfy and maintain it. Payment of a membership fee does not waive any requirement.

You must provide complete and accurate information and promptly notify us of any material change. Tomorrow may approve, decline, condition or withdraw membership or Service access as permitted by law and the applicable agreements.

3. Services and transaction documents

The Service may present editorial intelligence, analytical output, draft specifications, indicative values, potential transaction structures, requests for quote and tools for communicating with eligible third parties. Availability varies by user, jurisdiction, product and relationship.

Displayed content, prepared drafts and requests are not orders, firm quotes or agreements to transact. A transaction becomes binding only through the acceptance and execution process stated in its definitive documents. Those documents identify the parties, economics, evidence, settlement, termination, dispute and other controlling terms.

If these Terms conflict with an executed master agreement, schedule, confirmation, facility agreement, venue rule or other definitive transaction document, that document controls with respect to the transaction. These Terms continue to govern the Service. Use of the Service does not itself create a transaction or make Tomorrow a party to one; transaction parties are only those identified in the definitive documents.

4. Accounts and security

You are responsible for the accuracy of your account information, the confidentiality of your credentials and all activity conducted through your account. Accounts and access rights may not be transferred or shared without written authorization.

You must use reasonable safeguards, comply with authentication requirements and notify Tomorrow promptly through the contact page if you suspect unauthorized access, loss of credentials or misuse. We may restrict access while a security or eligibility concern is reviewed.

5. Fees and payment

Applicable membership, advisory, platform and transaction-related fees will be disclosed before you apply for the relevant paid service or accept the applicable transaction. Third-party charges may also apply and are governed by the relevant provider or definitive documents. Unless stated otherwise, fees are non-refundable to the extent permitted by law.

You authorize collection using the payment method you provide and remain responsible for taxes, charges and other amounts properly due. A failure to pay may result in suspension or termination, but does not extinguish obligations already incurred.

6. Acceptable use

You may not use the Service to:

• violate any law, regulation, sanction, court order or third-party right;
• engage in fraud, manipulation, deceptive conduct, unlawful coordination or market abuse;
• submit false eligibility, identity, financial, ownership or transaction information;
• interfere with the Service or attempt unauthorized access to any account, system or data;
• circumvent eligibility, access, risk, security or transaction controls;
• scrape, harvest, copy or redistribute protected content or data except as expressly permitted; or
• use the Service to facilitate unlawful conduct or to influence an event in violation of applicable law or contract terms.

Tomorrow may investigate suspected misuse, preserve relevant records and cooperate with regulators, law enforcement, counterparties and service providers where permitted or required.

7. Confidentiality, member information and privacy

Each party must protect non-public information received through the Service and may use it only for the purpose for which it was provided. This obligation does not apply to information that is lawfully public, independently developed without use of confidential information or rightfully received without a duty of confidence.

You may not disclose another member’s identity, position, mandate, communications or other non-public information without authorization. Tomorrow may use and disclose information as reasonably necessary to provide the Service, administer a relationship, comply with law, enforce agreements, protect rights and safety or complete an authorized transaction process.

Our collection and handling of personal information is described in the Privacy Policy. Transaction parties may also be subject to separate confidentiality and data provisions in their definitive documents.

8. Intellectual property and trade secrets

The Service and its software, designs, editorial systems, specifications, content, marks and other materials are owned by Here Tomorrow or its licensors and are protected by intellectual property and other laws. Subject to these Terms, Tomorrow grants you a limited, revocable, non-exclusive, non-transferable right to use the Service for its intended purpose.

Tomorrow’s non-public models, methods, datasets, pricing logic, weighting and calibration processes, risk controls, counterparty processes, workflows, product specifications, source code and technical or commercial documentation are confidential information and trade secrets. No access to the Service grants a right to receive, inspect, derive or use any of them except as expressly stated in a written agreement.

You may not copy, modify, publish, sublicense, sell, reverse engineer, decompile, disassemble, probe, benchmark for a competing purpose, extract training data from or create derivative works from the Service or protected materials. You may not remove proprietary notices or use Tomorrow’s marks without prior written permission. Rights not expressly granted are reserved.

9. Market data, publisher material and member content

Market data, publisher metadata, headlines, excerpts, links, analytics and derived content may be subject to third-party rights and additional use restrictions. Unless expressly authorized, they are provided only for your personal or internal use with the Service and may not be republished, redistributed, sold, used to create a competing product or used as a substitute for a licensed feed or publication.

An outbound link does not transfer publication rights or imply that a publisher endorses Tomorrow, a contract or an interpretation. You remain responsible for complying with the applicable publisher, data-source and definitive-document terms.

You retain ownership of content you submit. You grant Tomorrow a limited license to host, process, reproduce and transmit that content only as reasonably necessary to provide the Service, follow your instructions, protect the Service and comply with applicable obligations.

10. Third-party services and sources

The Service may reference or interoperate with publishers, data sources, identity providers, payment providers, venues, counterparties and other third parties. Their services are governed by their own terms and privacy practices. Tomorrow does not control and is not responsible for their availability, accuracy, security, content or performance.

Third-party information may be delayed, incomplete, revised or unavailable. You must review the named evidence and governing documents before relying on it. Tomorrow may change or cease supporting a third-party source or integration without assuming that provider’s obligations.

11. Risk, no guarantee and independent judgment

Transactions and strategies discussed through the Service can involve substantial risk of loss, including loss exceeding an initial payment or amount committed where the definitive documents so provide. Liquidity, leverage, basis, evidence, counterparty, operational, technology, legal and regulatory risks may apply.

Content, models, analytics, summaries and indicative values may be incorrect, incomplete or become stale. They are not guarantees of price, capacity, execution, settlement, profit or outcome. Hypothetical or simulated results do not represent actual trading. Past performance is not necessarily indicative of future results.

You are responsible for your decisions and for consulting independent legal, tax, accounting, investment and other advisers. Review the Risk Disclosure Statement and the documents governing any transaction before proceeding.

12. Disclaimer of warranties and limitation of liability

THE SERVICE, INCLUDING ALL CONTENT, DATA, ANALYTICS, RECOMMENDATIONS, AND FUNCTIONALITY, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, HERE TOMORROW LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HERE TOMORROW DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HERE TOMORROW OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HERE TOMORROW LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF HERE TOMORROW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO HERE TOMORROW LLC IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000).

Nothing in this Section limits or excludes liability for fraud, willful misconduct or gross negligence by Here Tomorrow; death or personal injury caused by Here Tomorrow’s negligence; or any other liability that cannot be excluded or limited under applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Here Tomorrow LLC, its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your use of the Service; (b) your breach of these Terms or any representation or warranty contained herein; (c) your violation of any applicable law, regulation, or third-party right; (d) any Transaction entered into through the Service; or (e) your negligence or willful misconduct.

This indemnification obligation shall not apply to the extent that a claim arises from the fraud, willful misconduct, or gross negligence of the Indemnified Parties. Here Tomorrow shall provide you with prompt written notice of any claim subject to indemnification and shall reasonably cooperate with your defense of such claim at your expense.

14. Suspension and termination

Tomorrow may suspend, restrict or terminate access to all or part of the Service for a breach of these Terms or another agreement; a legal, regulatory, eligibility, security, fraud or risk concern; non-payment; misuse; or discontinuation of a service. We may take immediate action where reasonably necessary to protect the Service, a person or a legal obligation.

You may terminate your membership or account through the process we provide. Termination of the Service does not terminate, amend or satisfy an existing transaction or payment obligation. Those matters remain governed by the applicable definitive documents.

Provisions concerning accrued obligations, confidentiality, intellectual property, market data, risk, disclaimers, limitation of liability, indemnification, disputes and governing law survive termination, together with any provision that by its nature should survive.

15. Dispute resolution

15.1 Mandatory binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, any Transaction, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration. For trading-related Disputes, arbitration shall be conducted in accordance with NFA arbitration procedures. For all other Disputes, arbitration shall be conducted by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The seat of arbitration shall be Wilmington, Delaware. The arbitrator shall apply the substantive law of the State of Delaware and applicable federal law. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.2 Class action waiver

YOU AND HERE TOMORROW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID WITH RESPECT TO SUCH CLAIM.

15.3 Exception for injunctive relief

Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Any such application shall not be deemed a waiver of the right to arbitrate.

16. Governing law and exclusive forum

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, and applicable federal law including the Commodity Exchange Act.

To the extent that any Dispute is not subject to mandatory arbitration under Section 15 or where a court proceeding is otherwise permitted, you agree that any such proceeding shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and you irrevocably consent to the personal jurisdiction and venue of such courts. You waive any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise.

17. Changes to these terms

Tomorrow may revise these Terms. Material changes will be communicated by reasonable means and will take effect on the stated effective date, subject to any notice or consent required by law. Your continued use after that date constitutes acceptance where permitted. If you do not accept revised Terms, you must stop using the affected Service. A revision does not alter an existing transaction except as its definitive documents permit.

18. General provisions

These Terms, the Privacy Policy and any terms expressly incorporated by reference form the entire agreement concerning the Service. Definitive transaction documents remain separate and control their transactions. If a provision is unenforceable, it will be enforced to the greatest extent permitted and the remaining provisions remain effective. A failure to enforce a provision is not a waiver.

You may not assign these Terms without Tomorrow’s prior written consent. Tomorrow may assign them in connection with a merger, reorganization, sale of assets or by operation of law. Headings are for convenience only. Electronic notices and records satisfy written requirements to the extent permitted by law. These Terms create no third-party beneficiary rights.

19. Contact

Questions or notices concerning these Terms may be submitted through Tomorrow’s contact page. We may provide a different notice address in your membership or transaction documents; use that address for matters governed by those documents.

Here Tomorrow LLC · CFTC-registered Commodity Trading Advisor · NFA Member