Terms of Service

1. Agreement to These Terms

These Terms of Service (the "Terms") are a binding agreement between you and CMRH Holdings, LLC, doing business as Further & Co. ("Further & Co.," "we," "our," or "us"). They govern your access to and use of our websites, the client and administrative portals, our software applications, and the estate management services we provide (together, the "Services"). Together with our Privacy Policy, these Terms constitute the End-User License Agreement governing the Services.

By accessing or using the Services, creating an account, or accepting these Terms when prompted, you agree to be bound by them. If you do not agree, do not access or use the Services. If you have a separate written services agreement with us, that agreement governs where it conflicts with these Terms.

2. Eligibility and Authority

You must be at least 18 years old and able to form a binding contract to use the Services. If you use the Services on behalf of an entity, trust, household, or another person, you represent that you are authorized to bind that party to these Terms, and "you" refers to both you and that party.

3. Definitions

• Platform means our software, websites, client portal, and administrative portal.
• Services means the Platform together with the estate and property management services we provide.
• Client means a property owner or other party who has engaged us for Services.
• Authorized User means a person you permit to access your account, such as a family member, delegate, or household representative.
• Content means information, documents, media, and other materials submitted to or through the Services.

4. The Services

Estate Management Services

Further & Co. provides estate stewardship and property management services for residential properties, which may include property inspections and monitoring, coordination of maintenance and repairs, vendor management and oversight, emergency response coordination, seasonal preparation, and concierge services. The specific scope, schedule, and fees for your Services are set out in your service agreement, proposal, or order form.

The Platform

The Platform supports the Services and may allow you to view property information and inspection reports, submit and track service requests, exchange messages, store and access documents, review and pay invoices, sign agreements electronically, and manage account and notification preferences.

We may modify, add, or discontinue features of the Platform at any time. We are not liable to you for any modification, suspension, or discontinuation of any feature.

5. License to Use the Platform

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for your own internal, lawful purposes in connection with the Services. We reserve all rights not expressly granted.

You agree not to, and not to permit any Authorized User or third party to:

• copy, modify, translate, or create derivative works of the Platform;
• reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, except where this restriction is prohibited by law;
• rent, lease, lend, sell, sublicense, or otherwise make the Platform available to any third party;
• remove or obscure any proprietary notices;
• use any robot, scraper, or other automated means to access the Platform without our prior written permission;
• circumvent, disable, or interfere with security or access-control features, or probe or test the vulnerability of the Platform without authorization;
• access the Platform to build or benefit a competing product or service; or
• use the Platform in violation of any applicable law or to infringe the rights of others.

6. Accounts and Authorized Users

Access to the portals is provided to Clients and their Authorized Users. You agree to:

• provide accurate, current, and complete information;
• keep your login credentials confidential;
• use the Platform only for legitimate purposes related to the Services; and
• notify us immediately at further@furtherand.co of any unauthorized access or use of your account.

You are responsible for all activity under your account and for the acts and omissions of your Authorized Users. You are responsible for ensuring your Authorized Users comply with these Terms.

7. Acceptable Use

You agree not to use the Services to:

• violate any law or regulation;
• upload or transmit unlawful, infringing, defamatory, or harmful material, or any malware;
• access data or accounts that you are not authorized to access;
• impair, overburden, or disrupt the Services or the networks and systems that support them; or
• misrepresent your identity or affiliation with any person or entity.

8. Client Responsibilities and Property Access

Because the Services involve physical access to and care of your property, you agree that:

• you have the authority to engage us and to provide us with information about the property, its access methods (such as gate, alarm, lock, and network codes), and its occupants and household staff;
• the information you provide is accurate and kept current, and you will promptly notify us of changes to access codes or contacts;
• you authorize us and our approved vendors to access the property as reasonably necessary to perform the Services; and
• you are responsible for maintaining appropriate insurance for the property. We are not your insurer, and the Services are not a substitute for property, casualty, or liability insurance.

9. Fees, Billing, and Payment

Fees for the Services are described in your service agreement, proposal, or order form, or as otherwise presented to you. Unless stated otherwise:

• payments are processed through our third-party payment processor; by providing payment information, you authorize us and our processor to charge the applicable amounts;
• invoices are due according to their stated terms, and overdue amounts may accrue interest or late fees to the extent permitted by law;
• you are responsible for applicable taxes, other than taxes based on our net income; and
• reimbursable third-party costs (such as vendor charges and materials) are billed as agreed.

Except as required by law or expressly stated, fees are non-refundable.

10. Communications Consent (Email and Text Messages)

By providing your contact information, you consent to receive service-related communications from us by email, phone, and text message, including service updates, inspection reports, appointment and maintenance notifications, billing messages, and other administrative messages.

Where you separately opt in, you may also receive marketing communications. For text messaging: consent is not a condition of any purchase; message frequency varies; and message and data rates may apply. You can opt out of text messages at any time by replying STOP, and reply HELP for assistance. You can opt out of marketing email using the unsubscribe link in our emails or by contacting us. We honor opt-out requests as described in our Privacy Policy. Carriers are not liable for delayed or undelivered messages.

11. Third-Party Services and Integrations

The Services integrate with third-party products, including Intuit QuickBooks Online (accounting and invoicing), Stripe (payment processing), and others. Your use of these features may require you to maintain an account with, and agree to the terms of, the relevant third party. We do not control and are not responsible for third-party services or their acts or omissions.

If you connect your QuickBooks account, you authorize us to access, retrieve, and exchange data with Intuit on your behalf as described in our Privacy Policy. You may disconnect the integration at any time through QuickBooks or by contacting us. Your use of QuickBooks features is also subject to Intuit's applicable terms.

12. Your Content

You retain ownership of Content you submit. You grant us a non-exclusive, worldwide license to host, store, reproduce, process, transmit, and display that Content, and to use service providers (including the integrations described in our Privacy Policy) for these purposes, in each case to operate, provide, secure, and improve the Services. You represent that you have the rights necessary to submit the Content and that it does not violate any law or the rights of any third party.

13. Intellectual Property

The Platform and all related software, text, graphics, logos, and other materials are owned by Further & Co. or its licensors and are protected by intellectual property laws. Except for the limited license granted above, you receive no rights in the Platform. If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or obligation to you.

14. Confidentiality and Discretion

Discretion is central to how we work. We treat the nonpublic information you share with us as confidential and use it only to provide the Services and as described in our Privacy Policy, except where disclosure is required by law or authorized by you.

15. Privacy

Our Privacy Policy explains how we collect, use, and share information in connection with the Services and is incorporated into these Terms by reference.

16. Disclaimers

Except as expressly stated in a written agreement with us, the Services and the Platform are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform will be uninterrupted, secure, or error-free.

We coordinate independent third-party vendors but do not perform or guarantee their work, and such vendors are not our employees. We are not a security, alarm-monitoring, or emergency-response company; any emergency coordination is provided on a reasonable-efforts basis and is not a substitute for emergency services. In an emergency, contact 911 or your local authorities.

17. Limitation of Liability

To the fullest extent permitted by law, Further & Co. will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to the Services. Our total aggregate liability arising out of or relating to the Services will not exceed the amount you paid us for the Services in the twelve months preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

18. Indemnification

You agree to indemnify, defend, and hold harmless Further & Co. and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from your use of the Services, your Content, or your violation of these Terms or applicable law.

19. Term and Termination

These Terms apply while you access or use the Services. The service relationship may be terminated as described in your service agreement. We may suspend or terminate your access for breach of these Terms, non-payment, or to protect the Services or other users. On termination, your right to access the Platform ends. We may retain and delete your data as described in our Privacy Policy, subject to legal retention obligations, and you may request an export of your data before deletion. Provisions that by their nature should survive termination will survive.

20. Dispute Resolution; Binding Arbitration

Please read this section carefully. It affects how disputes are resolved and requires arbitration on an individual basis instead of court trials or class actions.

Governing Law

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-law rules. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this section.

Informal Resolution First

Before starting an arbitration or other proceeding, you agree to first contact us at further@furtherand.co with a description of the dispute and to attempt to resolve it informally and in good faith for at least 30 days.

Binding Arbitration

Except for the matters described under "Exceptions" below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its rules then in effect. The arbitration will be held in Suffolk County, New York, or conducted by telephone, video, or written submissions, and the arbitrator's award may be entered in any court of competent jurisdiction.

Class Action and Jury Trial Waiver

All claims must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. You and Further & Co. each waive any right to a jury trial. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court, while all other claims remain in arbitration.

Exceptions

Either party may bring an individual claim in small-claims court if it qualifies. In addition, either party may seek injunctive or other equitable relief in the state or federal courts located in Suffolk County, New York, to protect its intellectual property or confidential information.

Your Right to Opt Out

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing further@furtherand.co with your name and a statement that you wish to opt out of arbitration. Opting out will not affect any other part of these Terms.

Court Proceedings

For any dispute not subject to arbitration, you agree to the exclusive jurisdiction of the state and federal courts located in Suffolk County, New York, and to personal jurisdiction there.

21. Changes to These Terms

We may modify these Terms from time to time. We will post the updated Terms and revise the "Last updated" date, and, where appropriate, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

22. General

These Terms, together with our Privacy Policy and any service agreement between us, are the entire agreement between you and Further & Co. regarding the Services. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any right is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices to you may be provided through the Platform or to the contact details associated with your account.

23. Contact Us

If you have questions about these Terms, please contact us: