Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") are a binding agreement between you and the entity you represent ("Customer," "you") and Foundry Technologies, LLC, a Delaware limited liability company operating atfoundry.dev ("Foundry," "we," "us"). They govern your access to and use of the Foundry platform, applications, APIs, and related services (together, the "Services").

By accessing or using the Services, signing an Order Form that references these Terms, or clicking to accept, you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, do not access or use the Services.

Your use of the Services is also governed by the Foundry Data Treatment & Privacy Policy ("Data Policy"), incorporated into these Terms by reference. Where these Terms and the Data Policy conflict on a matter of data handling, the Data Policy controls.

2. Definitions

• "Customer Content" means all data, documents, files, notes, records, financial information, communications, and other materials that you or your Authorized Users submit to, upload to, or generate within the Services.
• "Intelligence Brain" means the structured, Customer-specific derived intelligence layer that Foundry generates from your Customer Content and use of the Services, including learned patterns, preferences, embeddings, relationships, historical decision context, and other processed representations that make the Services progressively more useful to your organization over time. The Intelligence Brain is treated as Customer Content for ownership purposes and is addressed specifically in Section 6.
• "Authorized User" means an individual (such as an employee, contractor, or agent of Customer) whom you permit to access the Services under your account.
• "Order Form" means an ordering document or online subscription selection that specifies the plan, fees, and term of your subscription.
• "Documentation" means the usage guides and policies Foundry makes available for the Services.

3. The Services

3.1 Provision of the Services

Subject to these Terms and payment of applicable fees, Foundry grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term, solely for your internal business purposes.

3.2 Authorized Users

You are responsible for all activity under your account and for your Authorized Users' compliance with these Terms. You will keep account credentials confidential and promptly notify Foundry of any unauthorized use.

3.3 Changes to the Services

Foundry may update, improve, or modify the Services over time. We will not materially degrade the core functionality you subscribed to during your then-current term without notice. Deprecated features affecting core functionality will be communicated with reasonable advance notice.

4. AI Features and Outputs

4.1 Nature of AI outputs

The Services include artificial-intelligence features that generate summaries, analyses, drafts, recommendations, forecasts, and other outputs ("Outputs"). Outputs are generated by automated systems and may be inaccurate, incomplete, or unsuitable for a particular purpose.

4.2 Not professional advice

Outputs do not constitute legal, financial, investment, tax, accounting, appraisal, underwriting, or other professional advice, and are not a substitute for the independent judgment of qualified professionals. You are solely responsible for any decision made in reliance on Outputs, including any investment, lending, closing, or transaction decision.

4.3 Human oversight

The Services are designed to support, not replace, human judgment. You agree to apply appropriate human review before relying on any Output for a consequential decision.

4.4 Third-party AI providers

Foundry may use third-party AI model providers to deliver AI features. Foundry contracts with such providers on terms designed to prohibit them from using your Customer Content to train their general models, consistent with the Data Policy. The specific handling of your data by AI features is described in the Data Policy.

5. Customer Content: Ownership and License

5.1 You own your Content

As between you and Foundry, you retain all right, title, and interest in and to your Customer Content. Foundry claims no ownership of Customer Content.

5.2 Limited license to Foundry

You grant Foundry a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Content solely to the extent necessary to (a) provide, secure, and maintain the Services to you; (b) generate and operate your Intelligence Brain for your benefit; and (c) comply with law. This license exists only to run the Services for you and terminates as described in Sections 6 and 11, except where retention is required by law.

5.3 What Foundry will not do

Foundry will not sell your Customer Content, and will not use, disclose, or make your Customer Content or your Intelligence Brain available to any other customer or third party except as strictly necessary to provide the Services to you or as required by law. Cross-customer use of your data is addressed in the Data Policy and is prohibited except as expressly permitted there.

5.4 Your responsibilities for Content

You represent that you have the rights necessary to submit your Customer Content to the Services and that doing so does not violate law or the rights of any third party. You are responsible for the accuracy and legality of your Customer Content.

6. The Intelligence Brain

This section reflects Foundry's core commitment to Customers and should be read together with the Data Policy.

6.1 What it is

As you use the Services, Foundry generates a Customer-specific Intelligence Brain, a derived intelligence layer unique to your organization that becomes more useful the more you use the Services.

6.2 Ownership

The Intelligence Brain is yours. As between you and Foundry, you own the Intelligence Brain derived from your Customer Content. Foundry does not claim ownership of it and does not treat it as Foundry's asset.

6.3 Foundry will not profit from or transfer it

Foundry will not sell, license, rent, share, or otherwise transfer your Intelligence Brain, or any part of it, or any output uniquely derived from it, to any other customer or third party. Your Intelligence Brain is not pooled with, exposed to, or used for the benefit of any other Foundry customer.

6.4 It functions only within the Services

The Intelligence Brain is expressed in Foundry's proprietary structures and is designed to operate within the Services. It is a feature of the platform environment. Accordingly, while you own it, it is not portable and does not function outside the Services. This is a characteristic of the product, not a restriction on your ownership of your underlying Customer Content, which remains exportable as described below and in the Data Policy.

6.5 On termination

Upon termination or expiration of your subscription:

• your underlying Customer Content remains exportable to you in a machine-readable format as described in Section 11 and the Data Policy; and
• your Intelligence Brain becomes dormant (ceases to function) and will be rendered unusable and permanently deleted on the schedule set out in the Data Policy, unless retention is required by law.

Foundry does not retain your Intelligence Brain indefinitely and does not repurpose it after your departure.

7. Foundry Intellectual Property

7.1 Foundry's rights

Foundry owns and retains all right, title, and interest in and to the Services, including the software, platform, models, methods, user interfaces, underlying technology, and Documentation, and all intellectual property rights in them. Nothing in these Terms transfers any such rights to you except the limited access rights expressly granted.

7.2 Feedback

If you provide suggestions or feedback about the Services, you grant Foundry a perpetual, irrevocable, royalty-free license to use that feedback to improve the Services. Feedback does not include your Customer Content or your Intelligence Brain.

7.3 Reservation

The distinction between (a) the Services and Foundry's general platform technology, which are Foundry's, and (b) your Customer Content and Intelligence Brain, which are yours, is intentional and material. General improvements Foundry makes to its platform technology remain Foundry's, provided Foundry does not use your Customer Content or Intelligence Brain to make them except as permitted by the Data Policy.

8. Acceptable Use

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

• use the Services in violation of any applicable law or regulation;
• upload content you lack the right to upload, or that infringes third-party rights;
• attempt to access, use, or derive another customer's data or Intelligence Brain;
• reverse engineer, decompile, or attempt to extract the underlying models or source code of the Services, except to the extent this restriction is prohibited by law;
• resell, sublicense, or provide the Services to third parties as a service bureau except as expressly permitted;
• introduce malware or interfere with the integrity or performance of the Services;
• use the Services to build a competing product by copying its features or intelligence layer;
• circumvent usage limits, security, or access controls.

Foundry may suspend access for material or ongoing violations, with notice where practicable.

9. Fees and Payment

9.1 Fees

You will pay the fees set out in the applicable Order Form. Except as expressly stated, fees are non-refundable and non-cancelable for the paid term.

9.2 Taxes

Fees are exclusive of taxes. You are responsible for applicable taxes other than taxes on Foundry's net income.

9.3 Late payment

Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Foundry may suspend the Services for non-payment after reasonable notice.

9.4 Changes to fees

Foundry may change fees effective at the start of your next renewal term with prior notice as specified in the Order Form or 30 days' notice.

10. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms and will protect it with at least reasonable care. Your Customer Content and Intelligence Brain are your confidential information. This obligation does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party, and does not prevent disclosure required by law (with notice where lawful).

11. Term, Termination, and Data Return

11.1 Term

These Terms apply from your first use or the effective date of your Order Form and continue for the subscription term, renewing as specified in the Order Form.

11.2 Termination

Either party may terminate for the other's material breach not cured within 30 days of written notice. You may stop using the Services at any time; termination does not entitle you to a refund except as required by law or expressly provided.

11.3 Data export on termination

For 30 days following termination or expiration, Foundry will make your Customer Content available for export in a machine-readable format. After that period, Foundry will delete or de-identify Customer Content on the schedule set out in the Data Policy, except where retention is required by law.

11.4 Intelligence Brain on termination

Your Intelligence Brain will become dormant upon termination and will be rendered unusable and permanently deleted as described in Section 6.5 and the Data Policy.

11.5 Survival

Sections addressing ownership, confidentiality, disclaimers, limitation of liability, and any accrued payment obligations survive termination.

12. Warranties and Disclaimers

12.1 Mutual

Each party represents that it has the authority to enter into these Terms.

12.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." FOUNDRY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FOUNDRY DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY DECISION.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of these Terms.
• Each party's total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by you to Foundry in the 12 months preceding the event giving rise to the claim.

These limits do not apply to: your payment obligations; either party's breach of confidentiality; your breach of the Acceptable Use section; Foundry's breach of its commitments in Sections 5 and 6 regarding Customer Content, cross-customer use, and the Intelligence Brain; or liability that cannot be limited by law.

14. Indemnification

Each party will defend and indemnify the other against third-party claims to the extent arising from its breach of these Terms, subject to prompt notice, cooperation, and control of defense. Foundry will defend you against third-party claims that the Services (excluding Customer Content) infringe intellectual property rights, subject to standard exclusions.

15. General

• Governing law and venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.
• Assignment. You may not assign these Terms without Foundry's consent, except to a successor in a merger or sale of substantially all assets. Foundry may assign to an affiliate or successor.
• Entire agreement. These Terms, the Data Policy, and any Order Form are the entire agreement and supersede prior agreements on the subject matter.
• Changes to these Terms. Foundry may update these Terms; material changes will be communicated with reasonable notice, and continued use after the effective date constitutes acceptance.
• Severability and waiver. If any provision is unenforceable, the rest remain in effect; no waiver is implied by delay.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Notices. Notices will be sent to the contact addresses on the Order Form or account.

Contact. legal@atfoundry.dev · Foundry Technologies, LLC · atfoundry.dev