Last updated: March 2026 | Effective Date: March 14, 2026
These Terms of Service ("Terms") govern your access to and use of the Here Tomorrow platform, including all related services, features, and content (the "Service"). By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and our Risk Disclosure Statement.
Here Tomorrow LLC ("Here Tomorrow," "we," "us," or "our") is a registered Commodity Trading Advisor (CTA) with the Commodity Futures Trading Commission (CFTC) and a member of the National Futures Association (NFA).
To use the Service, you must:
Here Tomorrow reserves the right to request additional documentation at any time to verify your continued eligibility, including but not limited to updated financial statements, proof of ECP status, and re-certification of beneficial ownership. Failure to provide requested documentation within ten (10) Business Days may result in suspension or termination of your account.
All over-the-counter derivative transactions entered into through the Service are governed by and subject to the terms of the ISDA 2002 Master Agreement (the "Master Agreement"), as published by the International Swaps and Derivatives Association, Inc. By entering into any OTC transaction through the Platform, each Party is deemed to have executed a Master Agreement with the applicable counterparty, as supplemented by the Schedule and each Confirmation.
The following terms are defined in the Schedule to the Master Agreement and shall apply unless otherwise specified in a Confirmation:
Each Transaction executed through the Platform shall be documented by an electronic Confirmation transmitted no later than one (1) Business Day following the Trade Date ("T+1 Confirmation"). Each Party shall review and, if accurate, affirm the Confirmation within two (2) Business Days of receipt. If a Party fails to object to a Confirmation in writing within two (2) Business Days of receipt, that Confirmation shall be deemed accepted and shall constitute a binding supplement to the Master Agreement. All Confirmations are transmitted electronically and are deemed received upon electronic delivery.
Where a Party acts through more than one Branch or office, the Party shall designate a single Home Office for purposes of Sections 10(a) and 10(b) of the Master Agreement. Each Transaction Confirmation shall specify the office through which each Party enters into such Transaction. Multi-entity netting or related cross-agreement arrangements may be made available where agreed by the relevant parties and supported by applicable legal enforceability analysis.
Pursuant to Section 2(c) of the Master Agreement, if on any date amounts would otherwise be payable in the same currency and in respect of the same Transaction by each Party to the other, then, on such date, each Party's obligation to make payment of any such amount will be automatically satisfied and discharged, and, if the aggregate amount that would otherwise have been payable by one Party exceeds the aggregate amount that would otherwise have been payable by the other Party, replaced by an obligation upon the Party by which the larger aggregate amount would have been payable to pay to the other Party the excess of the larger aggregate amount over the smaller aggregate amount. Payment netting shall apply across all Transactions between the Parties unless otherwise specified in a Confirmation.
Upon the occurrence and during the continuance of an Event of Default or upon the designation of an Early Termination Date, all outstanding Transactions between the Parties shall be subject to close-out netting in accordance with Section 6 of the Master Agreement. The Non-defaulting Party (or the Party not affected by the Termination Event, as applicable) shall have the right to designate an Early Termination Date and to determine the Close-Out Amount for each Terminated Transaction.
The Close-Out Amount shall be determined in accordance with ISDA 2002 Section 6(e) using the replacement cost methodology. The Determining Party shall calculate the Close-Out Amount for each Terminated Transaction by reference to quotations from third-party dealers for replacement transactions, or, where such quotations are not reasonably available, by reference to relevant market data and generally accepted valuation models. The Determining Party shall act in good faith and use commercially reasonable procedures to produce a commercially reasonable result.
Upon designation of an Early Termination Date, the Non-defaulting Party shall have the right (but not the obligation) to set off any Early Termination Amount payable to the Defaulting Party against any other amounts owed by the Defaulting Party to the Non-defaulting Party or any of its Affiliates (whether or not arising under the Master Agreement, whether or not matured, whether or not contingent, and regardless of the currency of denomination). Any amounts so set off shall be converted at the prevailing market rate as determined by the Non-defaulting Party in a commercially reasonable manner.
Collateral and margin obligations between the Parties are governed by the Credit Support Annex (the "CSA") published by ISDA (New York Law version), as supplemented by the applicable elections made in the Paragraph 13 Schedule. The CSA constitutes part of and supplements the Master Agreement. In the event of any inconsistency between the CSA and these Terms, the CSA shall prevail with respect to collateral matters.
Each Party shall post initial margin ("IM") and variation margin ("VM") in accordance with the following requirements:
The following constitutes Eligible Credit Support, subject to the indicated valuation percentages (haircuts) consistent with standard clearing organization practices:
Upon a Delivery Amount being triggered (i.e., the Secured Party's Exposure exceeds the Pledgor's Credit Support Balance by more than the Minimum Transfer Amount), the Secured Party shall issue a margin call (a "Demand") specifying the amount and type of Eligible Credit Support required. The Pledgor shall deliver the requested collateral no later than the close of business on the Business Day following the date of the Demand ("T+1 Delivery"). Failure to satisfy a margin call within the T+1 Delivery period constitutes a Specified Condition under the CSA and, if not cured within two (2) Business Days, shall constitute an Event of Default under Section 5(a)(iii)(1) of the Master Agreement.
The Pledgor may request substitution of posted collateral by delivering a written notice (a "Substitution Request") specifying the proposed substitute Eligible Credit Support. Subject to the Secured Party's consent (not to be unreasonably withheld), the Pledgor may substitute collateral of equal or greater value (after application of applicable haircuts) on a T+1 basis. The Secured Party shall release the original collateral upon confirmed receipt and settlement of the substitute collateral. Substitutions shall not reduce the aggregate value of Credit Support below the required Credit Support Amount at any time.
The following shall each constitute an Event of Default with respect to a Party (the "Defaulting Party") under the Master Agreement:
The following shall each constitute a Termination Event:
Automatic Early Termination under Section 6(a) of the Master Agreement shall apply to each Party that is organized in a jurisdiction where the effectiveness of close-out netting following a bankruptcy or insolvency filing may be stayed, voided, or otherwise impaired. For all other Parties, Automatic Early Termination shall not apply unless otherwise elected in the Schedule. Where Automatic Early Termination applies, the Early Termination Date shall be deemed to occur immediately upon the occurrence of the relevant Event of Default specified in Section 5(a)(vii) of the Master Agreement, without any requirement for notice or designation.
Here Tomorrow LLC is designated as the Calculation Agent for all Transactions, unless otherwise specified in the applicable Confirmation. The Calculation Agent shall be responsible for:
In the event of a dispute as to any calculation or determination by the Calculation Agent, the Parties shall seek to resolve such dispute in accordance with the dispute resolution provisions of Section 15. Pending resolution, the Calculation Agent's determination shall be binding on an interim basis.
Upon the occurrence of an Event of Default or Termination Event, the Non-affected Party may, at its sole discretion and in lieu of early termination, seek to transfer any or all affected Transactions to a Replacement Party. The Replacement Party must (a) be an Eligible Contract Participant; (b) have a credit rating of no less than Investment Grade; and (c) consent to assume all rights and obligations under the affected Transactions on substantially the same terms. Any costs of replacement (including bid-offer spreads and legal fees) shall be borne by the Defaulting Party or the Affected Party, as applicable. The Non-affected Party shall use commercially reasonable efforts to obtain replacement quotations from appropriate market sources.
Unless otherwise specified in the applicable Confirmation, all Transactions executed through the Platform shall settle on a T+1 basis (i.e., one Business Day following the Trade Date). Each Party shall ensure that all necessary settlement instructions, including bank wire details and custodial account information, are on file with Here Tomorrow and are current. Failure to maintain accurate settlement instructions shall not excuse a Party from its settlement obligations.
The Settlement Currency for all Transactions shall be United States Dollars (USD), unless otherwise specified in the applicable Confirmation. Where a Transaction involves non-USD obligations, conversion shall be made at the spot exchange rate published by the Federal Reserve Bank of New York (or WM/Reuters if unavailable) at 4:00 PM ET on the relevant Valuation Date. Each Party bears its own currency conversion costs and transfer fees.
If a settlement cannot be completed on the scheduled Settlement Date due to a Market Disruption Event (as defined in the ISDA 2002 Equity Derivatives Definitions or the applicable Transaction Confirmation), the following fallback provisions shall apply in sequence:
For contracts that reference exchange-traded components, the official settlement price published by the applicable venue or clearing source shall serve as the authoritative reference price for that component, unless otherwise specified in the applicable Confirmation or governing rules.
Here Tomorrow facilitates OTC swap transactions where the payout or settlement obligation is contingent upon the occurrence of two or more specified Binary Events (each a "Prong" and collectively a "Multi-Prong Transaction"). Multi-Prong Transactions are governed by the Master Agreement and the following additional provisions:
Each Confirmation for a Multi-Prong Transaction shall specify: (a) the identity and description of each Prong (Binary Event); (b) the logical operator linking the Prongs (AND, OR, or conditional/sequential); (c) the applicable event verification and determination source; (d) the observation window for each Prong; and (e) the aggregate settlement formula, including the methodology for weighting each Prong's contribution to the final settlement amount. Where Prongs are linked by an AND operator, settlement occurs only upon determination of all constituent Prongs. Where linked by an OR operator, settlement occurs upon the first Prong to be determined.
Each Prong shall be determined independently by the Calculation Agent in accordance with its designated determination methodology and the applicable dispute resolution provisions. A dispute regarding one Prong shall not, by itself, suspend determination of unrelated Prongs, except where the Confirmation specifies that Prongs are sequentially dependent (i.e., Prong B's observation period does not commence until Prong A has been determined).
Where a Multi-Prong Transaction provides for partial settlement upon determination of individual Prongs, the Calculation Agent shall calculate and pay the applicable partial settlement amount within the T+1 settlement standard. Partial settlements shall be netted against the final aggregate settlement amount. The Confirmation shall specify whether partial settlements are available and, if so, the percentage of notional attributable to each Prong.
Each Party acknowledges that Multi-Prong Transactions involve correlation risk between Prongs. The estimated correlation between Prongs reflected in pricing at the time of execution is based on historical data and may not persist. The Confirmation may disclose relevant assumptions, valuation factors, and the potential impact of correlation breakdown on the Transaction's economic value.
Here Tomorrow facilitates Perpetual Swap Transactions — OTC derivative instruments with no stated maturity date that employ a continuous funding rate mechanism to maintain price convergence with a reference index. Perpetual Swap Transactions are governed by the Master Agreement, the Credit Support Annex, and the following additional provisions, which draw on precedent from established DCM continuous contract roll mechanisms and industry-standard perpetual index methodologies:
A Perpetual Swap Transaction has no stated maturity date, expiration date, or scheduled termination date. The Transaction remains in effect indefinitely until terminated by either Party in accordance with the voluntary termination provisions herein, or upon the occurrence of an Event of Default or Termination Event under the Master Agreement. Neither Party has an expectation of a fixed term. The perpetual nature of the Transaction shall not, by itself, constitute grounds for termination.
Funding payments are calculated at the interval specified in the applicable Confirmation (daily, weekly, or monthly) based on the funding rate derived from the applicable reference index methodology. The funding rate represents the cost of maintaining the swap position. Funding determinations shall be provided in accordance with the applicable Confirmation.
Each Perpetual Swap Transaction references one or more agreed indices, data sources, or valuation methodologies specified in the applicable Confirmation. Material changes to the applicable methodology shall be handled in accordance with the governing transaction documents.
Either Party may voluntarily terminate a Perpetual Swap Transaction by delivering irrevocable written notice at least five (5) Business Days prior to the intended termination date, which must coincide with a scheduled funding payment date. The final settlement price shall be determined as the volume-weighted average index price over the five (5) Business Days immediately preceding the termination date. A final pro-rated funding payment for the stub period shall be calculated on an actual/360 basis and netted against the termination settlement.
Each Party shall satisfy any ongoing certification, reaffirmation, or eligibility requirements applicable to outstanding Perpetual Swap Transactions under the relevant transaction documents. Failure to do so may constitute an Additional Termination Event.
Here Tomorrow, acting as a registered Commodity Trading Advisor (CTA), facilitates execution of event contracts on regulated retail exchanges and, where permitted, directs crossing of client orders in compliance with CFTC Regulations and NFA Rules. All retail exchange transactions are subject to the rules of the applicable Designated Contract Market (DCM) or exempt market.
Here Tomorrow may support execution on one or more third-party exchanges, venues, or market operators from time to time.
Contracts executed on third-party venues are governed by the applicable venue's rules, terms, and participation requirements, which supersede these Terms to the extent of any inconsistency with respect to exchange-specific execution, settlement, and clearing procedures.
Where Here Tomorrow acts as CTA directing execution of client hedging strategies, the following crossing provisions apply in accordance with CFTC Regulation 155.4 (Trading Standards for Floor Brokers), CFTC Regulation 1.35 (Records of Commodity Interest Transactions), and NFA Compliance Rule 2-4 (Just and Equitable Principles of Trade):
Each retail exchange contract executed through the Platform is subject to the complete rules, regulations, and contract specifications of the applicable exchange. The exchange's contract terms — including settlement procedures, position limits, margin requirements, trading hours, and force majeure provisions — are incorporated by reference into each transaction as if fully set forth herein. In the event of any conflict between these Terms and the applicable exchange's rules, the exchange's rules shall prevail with respect to the mechanics of contract execution, settlement, and delivery on that exchange.
Here Tomorrow may monitor third-party venue rules, terms, fee schedules, and contract specifications and may communicate material changes to affected users where appropriate.
You are responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, and multi-factor authentication devices, and for all activities that occur under your account. You agree not to share your credentials with any third party. You must immediately notify Here Tomorrow at kale@heretomorrow.us of any unauthorized use of your account or any other breach of security. Here Tomorrow shall not be liable for any loss arising from your failure to safeguard your account credentials or to promptly report unauthorized access.
We may require identity verification, including Know Your Customer (KYC) documentation, before granting full access to trading features. Institutional accounts may require additional documentation including board resolutions, authorized trader lists, and organizational documents.
You agree not to engage in, and represent that you will not engage in, any of the following prohibited activities in connection with the Service:
Violation of any of these prohibitions may result in immediate suspension or termination of your account, liquidation of open positions, forfeiture of funds, reporting to applicable regulators (including the CFTC and NFA), and referral for civil or criminal enforcement. Here Tomorrow shall have no liability for any losses you incur as a result of actions taken to address prohibited conduct.
Here Tomorrow provides computerized trading advice through its platform, utilizing artificial intelligence and statistical analysis to generate hedge recommendations. Our advisory services:
By using the Service, you agree to pay all applicable fees as described in our Pricing Schedule, which may include:
Here Tomorrow reserves the right to modify, add, or remove fees at any time. Changes to the fee schedule will be communicated to you via email and/or a prominent notice on the platform at least fourteen (14) days before the effective date. Your continued use of the Service after the effective date of any fee change constitutes acceptance of the updated fee schedule. Current fee schedules are available on the platform and upon request. Exchange-imposed fees (including transaction fees, settlement fees, and regulatory fees charged by the applicable DCM) are passed through to you at cost and are subject to change by the exchange without notice from Here Tomorrow.
In accordance with CFTC regulations, all hedging activity facilitated through Here Tomorrow must constitute bona fide hedging. This means:
Here Tomorrow may recommend hedging strategies that combine OTC swap positions with retail exchange event contracts to construct synthetic exposures. These hybrid positions are subject to the following additional terms:
All swap transactions executed through the Platform are subject to the regulatory framework established under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended. Each Party represents and warrants that it has complied with all applicable requirements of Title VII, including but not limited to mandatory clearing determinations, trade execution requirements, and business conduct standards. Here Tomorrow shall act as a registered Swap Dealer or intermediary, as applicable, in compliance with all requirements promulgated by the CFTC and SEC under Title VII. Pre-trade disclosures are provided in accordance with applicable law and regulation.
Here Tomorrow shall fulfill all swap data reporting obligations as required under CFTC Regulations:
Here Tomorrow, as a registered Commodity Trading Advisor and NFA Member, maintains supervisory procedures, compliance programs, and internal controls in accordance with NFA Compliance Rule 2-36, including supervision of all employees and associated persons engaged in forex and swap activities, maintenance of anti-money laundering programs, designation of a Chief Compliance Officer, and maintenance of written supervisory procedures governing the conduct of its business. Each user acknowledges that Here Tomorrow' compliance with NFA requirements may necessitate certain disclosures, recordkeeping, and reporting that affect the confidentiality of Transaction data.
All positions established through the Platform are subject to the speculative position limits promulgated by the CFTC under Part 151 of its Regulations (as amended or superseded), as well as any position limits established by the relevant Designated Contract Market ("DCM") or Swap Execution Facility ("SEF"). It is each Party's responsibility to monitor its aggregate positions across all venues and to ensure compliance with applicable position limits. Here Tomorrow may, in its sole discretion, reject or reduce orders that would cause a Party to exceed applicable position limits or that would cause Here Tomorrow to exceed its own aggregate position limits. Bona fide hedge exemptions shall be available in accordance with CFTC Regulation 151.5, subject to the filing requirements and conditions specified therein.
Each Party shall comply with all applicable large trader reporting requirements under CFTC Regulations, including Part 18 (Reports by Traders) and Part 20 (Large Swaps Trader Reporting). Where a Party's positions in any single commodity or swap category meet or exceed the applicable reportable level, such Party shall file the required reports (including CFTC Form 40, Form 102, and any applicable large swaps trader reports) with the CFTC in a timely manner. Tomorrow Markets shall cooperate with the CFTC and any applicable Self-Regulatory Organization in providing position data and trader identification information as required by law.
Event contracts, swaps, and related instruments made available through the Platform may be subject to differing legal or regulatory classifications depending on applicable law, venue, product design, and jurisdiction. Parties are responsible for evaluating the treatment of any transaction under applicable law.
Time-critical notices under applicable transaction documents may be delivered through agreed electronic notice channels, platforms, or protocols where legally permissible and accepted by the relevant parties.
A "Force Majeure Event" shall have the meaning set forth in Section 5(b)(ii) of the ISDA 2002 Master Agreement and shall include any event or circumstance beyond the reasonable control of the affected Party which prevents that Party from complying with any of its obligations under a Transaction, including but not limited to: natural disaster, armed conflict, terrorism, epidemic or pandemic, governmental action or regulation, sanctions, embargo, failure or disruption of essential systems or infrastructure (including trading platforms, payment systems, and telecommunications networks), exchange or market closure, and any other event of a similar nature. For the avoidance of doubt, a Party's financial inability to perform its obligations shall not constitute a Force Majeure Event.
Upon the occurrence of a Force Majeure Event, the affected Party shall promptly notify the other Party in writing. The affected Transaction(s) shall be suspended for a Waiting Period of eight (8) Business Days (or such other period as may be specified in the applicable Confirmation or Schedule) from the date on which notice is effectively delivered, consistent with the ISDA 2002 standard. During the Waiting Period, neither Party shall be required to perform the affected obligations, and no Event of Default shall be deemed to have occurred solely by reason of such non-performance.
If the Force Majeure Event continues beyond the Waiting Period, either Party may, upon not less than two (2) Business Days' written notice to the other, designate an Early Termination Date with respect to all affected Transactions. The Close-Out Amount for each affected Transaction shall be determined by the Calculation Agent using the methodology specified in Section 4.3, taking into account the circumstances of the Force Majeure Event and using the best available market data. The resulting net payment shall be made within two (2) Business Days following the Early Termination Date, or as soon as reasonably practicable if the Force Majeure Event affects payment systems.
Neither Party shall be liable in damages or otherwise for any failure or delay in performing any obligation under an affected Transaction to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected Party has given timely notice and has used commercially reasonable efforts to mitigate the effects of the Force Majeure Event. This limitation of liability shall not apply to (a) any payment obligations that were due and payable prior to the occurrence of the Force Majeure Event, or (b) any obligations under the CSA that are not directly affected by the Force Majeure Event.
Financial documents and business data you upload to the platform are treated as confidential. We use this data solely for the purpose of providing hedge recommendations and operating the Service. We implement industry-standard security measures to protect your data, including encryption at rest and in transit.
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.
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.
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.
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 16 shall limit or exclude liability for (a) fraud or willful misconduct by Here Tomorrow, (b) gross negligence by Here Tomorrow, (c) death or personal injury caused by Here Tomorrow's negligence, or (d) any other liability that cannot be excluded or limited under applicable law.
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.
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.
The Service, including all software, analytical systems, user interfaces, designs, text, graphics, logos, trademarks, trade names, and other content (collectively, "Platform IP"), is the exclusive property of Here Tomorrow LLC or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Platform IP except for a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms.
You shall not (a) copy, modify, adapt, translate, or create derivative works based on the Service or any Platform IP; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any software used in the Service; (c) sublicense, resell, redistribute, or make available the Service or any Platform IP to any third party; (d) remove, alter, or obscure any proprietary notices on the Service or Platform IP; or (e) use any data mining, robots, scraping, or similar automated data gathering methods on the Service.
By submitting any content, data, feedback, or suggestions to the Service ("User Content"), you grant Here Tomorrow a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, adapt, publish, and display such User Content solely for the purpose of operating, improving, and providing the Service. You represent that you have all rights necessary to grant this license.
Market data, pricing information, indices, analytics, and derived data provided through the Service (collectively, "Market Data") are provided solely for your internal use in connection with the Service. You shall not:
Market Data is provided subject to the terms of the applicable exchange's market data distribution agreements. You acknowledge that exchanges and data providers retain all intellectual property rights in their respective Market Data and that violation of these restrictions may result in termination of your access and legal action by the applicable exchange or data provider.
Here Tomorrow may, in its sole discretion and without prior notice, suspend, restrict, or terminate your access to the Service, in whole or in part, for any reason, including but not limited to: (a) violation of these Terms or any applicable law or regulation; (b) suspected fraudulent, abusive, or illegal activity; (c) failure to satisfy KYC, AML, or eligibility requirements; (d) at the request of any regulatory authority or law enforcement agency; (e) extended periods of inactivity; or (f) discontinuation of the Service or any portion thereof.
You may terminate your account at any time by providing written notice to kale@heretomorrow.us. Termination of your account does not relieve you of any obligations arising prior to termination, including outstanding payment obligations, open positions, and margin requirements.
Upon termination, Here Tomorrow shall use commercially reasonable efforts to close out or transfer open positions in an orderly manner. Any funds owed to you after the settlement of all open positions and satisfaction of all outstanding obligations shall be returned to you within thirty (30) Business Days of final settlement, subject to any regulatory holds or legal process.
The following sections shall survive any termination or expiration of these Terms: Section 3 (ISDA Master Agreement Integration), Section 4 (Netting and Close-Out), Section 5 (Credit Support), Section 8A (Prohibited Conduct), Section 14 (Data and Confidentiality), Section 15 (Dispute Resolution), Section 16 (Disclaimer of Warranties and Limitation of Liability), Section 17 (Governing Law and Exclusive Forum), Section 18 (Indemnification), Section 19 (Intellectual Property), Section 20 (Market Data Restrictions), and this Section 21.4.
THE FOLLOWING RISK DISCLOSURES ARE PROVIDED IN ACCORDANCE WITH CFTC REGULATIONS AND NFA RULES. YOU SHOULD CAREFULLY CONSIDER THESE RISKS BEFORE USING THE SERVICE.
By using the Service, you acknowledge that you have read, understood, and accepted these risk disclosures and that you are capable of evaluating the merits and risks of the transactions you enter into.
Here Tomorrow reserves the right to modify these Terms at any time. Material changes will be communicated to you via email and/or a prominent notice on the platform at least thirty (30) days before the effective date. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service and close your account.
Here Tomorrow LLC | CFTC Registered Commodity Trading Advisor | NFA Member
For questions regarding these terms, contact kale@heretomorrow.us.