FM Rug – Terms of Service (Consolidated)

Last updated: October 28, 2025
Provider: Screen Art Products, Inc. d/b/a FM Rug (“FM Rug”, “we”, “us”)
Address: 634 W. Acadia Point, Aurora, OH 44202, USA

These Terms of Service (“Terms”) govern your access to and use of FM Rug software, custom development, implementation, and support services (collectively, the “Services”). By using the Services or signing an Order, Customer (“you”) agrees to these Terms.

1) Definitions

Software: FM Rug applications, modules, scripts, and related documentation.
Hosted Environment: Customer’s production instance hosted by a third-party provider (e.g., FMCloud.fm) under FM Rug’s or Customer’s account.
Order: A quote, order form, proposal, SOW, or online checkout confirming scope, term, and fees.
Customer Data: Data submitted to or generated by the Software on Customer’s behalf.
Documentation: User guides, how-tos, and technical notes published by FM Rug.

2) Services & Licensing

2.1 License. During the Order term, FM Rug grants Customer a non-exclusive, non-transferable license to use the Software solely for Customer’s internal business.
2.2 Custom Work. Customizations, integrations, and scripting are performed as professional services under an Order/SOW.
2.3 Restrictions. Except as allowed by law, you will not: (a) reverse engineer or copy the Software, (b) resell, rent, or sublicense it to third parties, (c) remove proprietary notices, or (d) use the Software to build a competing product.

3) Customer Responsibilities

3.1 Accounts & Security. Maintain access controls, unique logins, and MFA where available; promptly remove departed users.
3.2 Environment. Maintain compatible hardware/OS/FileMaker versions and network connectivity per FM Rug’s Documentation.
3.3 Configuration & Data. Validate configuration (e.g., pricing, taxes, lookups) before production; provide accurate input data.
3.4 Cooperation. Provide knowledgeable contacts and timely feedback for issue triage/resolution.

4) Support & Maintenance

4.1 Scope. FM Rug provides commercially reasonable support for current releases per the plan in your Order.
4.2 Updates. We may deliver updates, bug fixes, and minor enhancements; Customer will install or permit their installation.

5) Backups, Restoration & RPO/RTO

5.1 Customer Backups. Customer is responsible for maintaining current, restorable backups of Customer Data appropriate to its risk profile.
5.2 FM Rug Backups (Hosted). For Hosted Environments we manage, FM Rug performs periodic backups. Recovery Point Objective (RPO): [24 hours]; Recovery Time Objective (RTO): [12 hours] for covered incidents, measured after incident confirmation.
5.3 Restoration. FM Rug will assist in restoring from the most recent viable backup. Remediation beyond standard restoration (e.g., historical data repair, re-posting entries) is billable at then-current professional services rates unless otherwise stated in the Order.

6) Hosting & Third-Party Providers

6.1 Third-Party Infrastructure. Production hosting is provided by independent third parties such as FMCloud.fm. FM Rug does not control their facilities, networks, or uptime.
6.2 Dependency Risk. Outages or degradations attributable to third-party providers are treated as Force Majeure (see §16). FM Rug will coordinate with providers and communicate status, but is not liable for third-party failures.
6.3 Customer Copies. Customer should maintain off-platform exports or snapshots needed for continuity.

7) Acceptance & Change Control

7.1 Acceptance Testing. For custom work, Customer will review deliverables against agreed acceptance criteria within 10 business days of delivery; absent a written rejection with specific defects, deliverables are deemed accepted.
7.2 Changes. Changes to scope, integrations, or data structures require written approval and may affect fees and schedule.

8) Service Levels & Performance

8.1 Performance Standard. FM Rug delivers services on a commercially reasonable efforts basis. No specific throughput, response time, or capacity is guaranteed unless a separate, signed SLA states otherwise.
8.2 Maintenance. Planned maintenance may temporarily affect availability; FM Rug endeavors to schedule maintenance outside local business hours where feasible.
8.3 Target Response (Non-Contractual). Initial response within 1 business day; Severity-1 outage: workaround or status update every 4 hours until resolution.

9) Security & Incident Response

9.1 Safeguards. FM Rug implements reasonable administrative, physical, and technical safeguards, including MFA for admin accounts, periodic patching, and endpoint protection.
9.2 Incident Notice. On confirmation of a security incident materially affecting Customer Data under FM Rug’s control, FM Rug will notify Customer without undue delay and cooperate on legally required notices.

10) Fees, Billing & Taxes

10.1 Fees. Fees are stated in the Order and are non-cancellable and non-refundable except as expressly provided.
10.2 Invoices. Unless otherwise stated, invoices are due net 15. Late amounts may accrue 1.5% per month (or the maximum allowed by law).
10.3 Taxes. Fees exclude taxes; Customer is responsible for applicable taxes other than FM Rug’s income taxes.

11) Intellectual Property & Open Source

11.1 FM Rug IP. FM Rug retains all right, title, and interest in and to the Software, Documentation, templates, and deliverables, including all improvements and derivatives, except as expressly granted in §2.
11.2 Customer Materials. Customer grants FM Rug a limited license to use Customer logos, data, and content to provide the Services. Customer represents it has rights to such materials and will indemnify FM Rug against third-party claims arising from Customer-provided materials.
11.3 Open Source. The Software may include open-source components under their respective licenses; FM Rug will provide license notices upon request.

12) Warranties & Disclaimers

12.1 Mutual. Each party warrants it has the authority to enter into these Terms.
12.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED ORDER OR SLA, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FM RUG DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FM RUG DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER’S PERFORMANCE REQUIREMENTS.

13) Limitation of Liability

13.1 Cap. FM Rug’s total aggregate liability for all claims arising out of or related to the Services is limited to the fees paid by Customer to FM Rug in the 12 months preceding the first event giving rise to liability, or USD $50,000, whichever is lower.
13.2 Exclusion of Damages. To the fullest extent permitted by law, no liability for lost profits, revenues, goodwill, data loss beyond the last viable backup, business interruption, or any indirect, special, incidental, exemplary, punitive, or consequential damages, even if advised of the possibility.
13.3 Essential Purpose. The parties agree this allocation of risk reflects pricing and available insurance.

14) Insurance

FM Rug maintains Commercial General Liability and Technology Errors & Omissions/Cyber coverage with reputable insurers. Certificates of Insurance (COIs) are available on request. Additional Insured, Primary & Non-Contributory, and Waiver of Subrogation endorsements may be issued where required by contract.

15) Indemnification

15.1 By Customer. Customer will defend and indemnify FM Rug against claims arising from: (a) Customer Materials, (b) use of the Services in violation of law or these Terms, or (c) unauthorized modifications or unsupported integrations introduced by Customer or its vendors.
15.2 By FM Rug. FM Rug will defend and indemnify Customer against third-party claims alleging that the Software, as provided by FM Rug and used per the Terms, infringes a U.S. copyright, trademark, or trade secret; FM Rug may procure rights, modify the Software, or refund prepaid, unused fees for the affected portion. This §15.2 does not apply to: combinations or modifications not provided by FM Rug, specifications supplied by Customer, or open-source components under their own licenses.
15.3 Process. The indemnified party must give prompt written notice, reasonable cooperation, and sole control of defense to the indemnifying party.

16) Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control—including third-party hosting outages, Internet or utility failures, DDoS, acts of God, labor disputes, or government actions—provided the affected party uses reasonable efforts to mitigate.

17) Term, Suspension & Termination

17.1 Term. These Terms begin on the earlier of Order effective date or first use and continue for the Order term(s).
17.2 Suspension. We may suspend for non-payment, security risk, or legal compliance.
17.3 Termination for Cause. Either party may terminate if the other materially breaches and fails to cure within 30 daysafter written notice.
17.4 Effect. On termination, licenses cease and Customer will promptly pay due amounts. Upon request, FM Rug will return or delete Customer Data in its possession, except as retained for legal or archival purposes.

18) Confidentiality & Data Protection

18.1 Confidentiality. Each party will protect the other’s non-public information with at least the same care it uses for its own, not less than reasonable care.
18.2 Data. Customer is the controller of Customer Data. FM Rug processes Customer Data to provide the Services as described in these Terms and applicable Orders.

19) Dispute Resolution & Governing Law

19.1 Good-Faith Resolution. Senior representatives will meet (virtually) within 15 days of a dispute notice to seek resolution.
19.2 Venue & Law. The parties agree to exclusive jurisdiction and venue in state or federal courts located in Summit County, Ohio, and to the laws of the State of Ohio, excluding conflicts of laws rules. (If you prefer arbitration, swap this for JAMS Streamlined Arbitration.)

20) Publicity

With prior consent, FM Rug may list Customer’s name and logo on customer lists and marketing materials.

21) Changes to Terms

We may update these Terms and will post the updated date. Material changes will be notified to Customer (e.g., email or release notes). Continued use after the effective date constitutes acceptance.

Exhibit A — Risk, Uptime & Liability Addendum (Integrated)

(This Exhibit is part of the Terms and maps to common operational scenarios.)

A. Bug/Corruption & Data Loss

FM Rug assists with restore from the last viable backup (§5).
Professional services for historical data repair or re-posting are billable (§5.3, §11).

B. Hosting Provider Outage (FMCloud.fm)

Treated as Force Majeure (§6.2, §16).
FM Rug coordinates with provider and communicates status; Customer maintains off-platform copies (§6.3).

C. Custom Code Defect / Mis-Recorded Transactions

Triage on reproducible steps; reasonable efforts to correct confirmed defects (§7.1, §8).
Disputes framed as negligence rather than absolute warranties (§12–§13).

D. Performance / Slowness

“Commercially reasonable efforts”—no guaranteed throughput absent a separate SLA (§8.1).
Define baselines/acceptance criteria in Orders/SOWs (§7).