Foundry Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Foundry platform, website, mobile application, and related services (collectively, the “Platform”) offered by Foundry Connects LLC (“Foundry,” “we,” “us,” or “our”).

By accessing or using the Platform, creating an account, or clicking to accept these Terms, you agree to be bound by these Terms. If you do not agree, do not access or use the Platform.

1. The Platform

Foundry provides software tools for contractors and service professionals to manage business operations, customer relationships, job workflows, communications, estimates, invoices, documents, and related administrative activities.

Foundry is a technology platform only. Foundry is not:

• a contractor or subcontractor,
• a provider of repair, maintenance, construction, home services, or other field services,
• a marketplace matching service,
• a broker or referral agency,
• an employer of any user,
• a party to agreements between users and their customers, or
• a payment processor or money transmitter.

Users are solely responsible for the services they provide, the content they send, the customers they engage, and the business decisions they make using the Platform.

2. Eligibility and Accounts

You may use the Platform only if:

• you are at least 18 years old,
• you have authority to bind yourself or the business you represent, and
• your use of the Platform does not violate any applicable law.

You must provide accurate, current, and complete registration information and keep it updated. You are responsible for:

• maintaining the confidentiality of your login credentials,
• all activity under your account,
• ensuring that any users of your account are authorized by you, and
• promptly notifying us of unauthorized access or suspected security incidents.

We may refuse registration, suspend access, or terminate accounts at our discretion if we believe an account violates these Terms, presents risk, or may harm the Platform or others.

3. Customer Relationships

At launch, customers or clients of Foundry users do not create Foundry accounts. Foundry users may use the Platform to communicate with, invoice, document, and manage their own customers.

You acknowledge and agree that:

• you bring your own customers to the Platform,
• you own and control your customer relationships, subject to applicable law,
• Foundry does not introduce, assign, match, or refer customers to you unless expressly stated in a separate written agreement,
• Foundry is not responsible for customer conduct, disputes, payment failures, chargebacks, project outcomes, or service quality, and
• any agreement between you and your customer is solely between you and that customer.

4. License to Use the Platform

Subject to these Terms, Foundry grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for your internal business purposes.

You may not:

• copy, modify, distribute, sell, lease, sublicense, or reverse engineer the Platform,
• use the Platform to build a competing product or service,
• access the Platform to benchmark or scrape it without our written consent,
• interfere with the operation or security of the Platform,
• upload malicious code or attempt unauthorized access,
• use the Platform in violation of law or third-party rights, or
• use the Platform to send unlawful, deceptive, abusive, harassing, or spam communications.

We reserve all rights not expressly granted to you.

5. User Content and Platform Data

You may submit, upload, store, transmit, or generate content through the Platform, including profile information, business information, customer data, messages, emails, SMS-related content, job notes, estimates, invoices, documents, attachments, permits, images, and other materials (“User Content”).

You retain ownership of your User Content. You grant Foundry a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, adapt, format, transmit, display, process, and use User Content as necessary to:

• operate, provide, maintain, and improve the Platform,
• create backups,
• display and transmit content within Platform workflows,
• monitor security and prevent abuse,
• comply with law, and
• enforce these Terms.

You represent and warrant that:

• you own or have the necessary rights and permissions to use and provide all User Content,
• your User Content does not infringe, misappropriate, or violate any third-party rights,
• you have the right to collect, upload, store, and use any customer or third-party data you place on the Platform, and
• your User Content complies with applicable law.

Foundry is not obligated to monitor User Content, but we may review, remove, disable, or restrict access to User Content if we believe it violates these Terms, applicable law, or creates risk for Foundry or others.

Foundry has no obligation to monitor communications or User Content and does not undertake to review, verify, or validate the accuracy, legality, or appropriateness of any content transmitted through the Platform.

6. Customer Data Entered by Users

The Platform may allow you to store and manage information about your customers, including names, contact information, addresses, job notes, communications, documents, and project records.

You are solely responsible for:

• determining whether you have an appropriate legal basis or permission to collect and use such information,
• providing any notices required by applicable law,
• honoring any obligations you owe to your customers, and
• ensuring the lawfulness, accuracy, and appropriateness of the customer data you upload.

Foundry processes such data only as part of providing the Platform and does not assume responsibility for your relationships or legal obligations toward your customers.

7. Messaging, Email, SMS, and Communications Tools

The Platform may include in-app messaging, email-related communications, SMS or text messaging functionality, notifications, and similar tools (collectively, “Communications Tools”).

You consent to receive communications from Foundry electronically, including via email, in-app notifications, and, where enabled, SMS or text messages. These communications may include account-related notices, security updates, transactional messages, and service-related communications.

Where permitted by law, Foundry may also send product updates, feature announcements, and other non-essential communications. You may opt out of non-essential communications using available unsubscribe mechanisms, but you will continue to receive essential service-related communications while your account remains active.

You are solely responsible for:

• the content of messages and communications you send,
• the recipients you contact,
• obtaining any permissions or consents required under applicable law,
• complying with laws governing telemarketing, text messaging, email, privacy, solicitation, and consumer communications, and
• maintaining appropriate records where legally required.

Foundry does not guarantee message delivery, routing, timing, or receipt. Messages may be delayed, filtered, blocked, not delivered, or delivered incorrectly due to carrier restrictions, third-party systems, spam filtering, outages, customer device settings, or other factors beyond our control.

If SMS or text functionality is used, message and data rates may apply, and carrier participation may vary.

8. Attachments, Documents, and Templates

The Platform may allow you to upload, send, store, or generate documents, photos, permits, estimates, invoices, and related attachments. Foundry may also provide templates, sample language, default communications, or workflow-generated materials.

All templates, sample content, and suggested materials are provided for convenience only. They are not legal, tax, accounting, regulatory, or professional advice and may not be complete, accurate, or appropriate for your business, industry, jurisdiction, or transaction.

You are solely responsible for reviewing, approving, modifying, and deciding whether to use any estimate, invoice, message, or document generated through the Platform.

Foundry does not guarantee storage, retention, recoverability, authenticity, enforceability, or admissibility of any file, document, or attachment.

9. AI-Assisted Features

The Platform may include features that use artificial intelligence, machine learning, automation, or similar technologies (“AI Features”) to assist with communications, summaries, document generation, workflow suggestions, pricing inputs, estimates, job-related outputs, or other content.

You acknowledge and agree that:

• AI Features may be powered in whole or in part by third-party service providers,
• inputs submitted to AI Features may be processed to generate outputs,
• AI-generated outputs may be incomplete, inaccurate, outdated, misleading, or unsuitable for your particular circumstances,
• Foundry does not guarantee the accuracy, legality, reliability, or fitness of AI-generated outputs, and
• you are solely responsible for reviewing, validating, and deciding whether to rely on or use any AI-generated output.

You may not use AI Features in any way that violates law, third-party rights, or these Terms.

10. Payments and Payment Processors

The Platform may support invoices, payment requests, payment links, payment tracking, and related payment workflows. Payment processing services are provided by independent third-party processors such as Stripe (“Payment Processors”).

You acknowledge and agree that:

• Foundry is not a payment processor, bank, money transmitter, escrow provider, or custodian of funds,
• Foundry does not receive, hold, or control payment funds,
• payments are processed directly between you, your customer, and the applicable Payment Processor,
• Foundry does not store full payment card numbers, and
• your use of payment-related functionality may also be subject to the applicable Payment Processor’s terms and privacy practices.

Foundry is not responsible for:

• payment failures,
• processor downtime,
• chargebacks,
• payment disputes,
• processor holds, reserves, freezes, or account terminations,
• fraud by users or customers, or
• taxes, remittance obligations, or payment compliance issues.

Payment information displayed in the Platform may be informational only and may be delayed or incomplete.

11. Third-Party Services

The Platform may integrate with or rely on third-party services, vendors, APIs, infrastructure providers, analytics tools, messaging services, communication providers, and payment processors (“Third-Party Services”).

Foundry does not control and is not responsible for Third-Party Services, including their availability, security, functionality, privacy practices, terms, acts, or omissions. Your use of Third-Party Services may be subject to separate agreements with those providers.

12. Acceptable Use

You may not use the Platform to:

• violate any law, regulation, or court order,
• impersonate another person or misrepresent your identity or authority,
• send spam, phishing messages, or deceptive communications,
• harass, threaten, abuse, defame, or exploit others,
• distribute malware or harmful code,
• upload unlawful, infringing, obscene, or otherwise prohibited content,
• collect or process data unlawfully,
• interfere with Platform performance or security,
• test vulnerabilities without authorization, or
• use the Platform in connection with fraud or unlawful schemes.

13. Intellectual Property

Foundry and its licensors own all right, title, and interest in and to the Platform, including all software, interfaces, workflows, design elements, trademarks, branding, documentation, data structures, and related intellectual property, excluding User Content.

If you provide feedback, suggestions, or ideas regarding the Platform, you grant Foundry a perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate them without restriction or compensation.

14. Privacy

Your use of the Platform is also subject to our Privacy Policy, which is incorporated into these Terms by reference.

15. Suspension and Termination

We may suspend, restrict, or terminate your access to the Platform at any time, with or without notice, if:

• you violate these Terms,
• we suspect fraud, abuse, unlawful activity, or security risk,
• required by law or a Third-Party Service provider,
• your use creates risk or liability for Foundry or others, or
• we discontinue the Platform or a feature.

You may stop using the Platform at any time. If you request account deletion, Foundry may deactivate your account promptly and then delete, de-identify, or anonymize applicable data within a reasonable period, subject to our retention rights described in these Terms and the Privacy Policy.

Upon termination:

• your right to use the Platform ends,
• we may disable access to your account and data,
• some data may remain in backups or be retained as reasonably necessary for legal compliance, dispute resolution, security, fraud prevention, recordkeeping, billing, tax, processor reconciliation, and enforcement of these Terms.

16. Availability and Changes

The Platform may change over time. We may add, modify, suspend, or discontinue any feature or functionality at any time without liability.

We do not guarantee that the Platform will be uninterrupted, error-free, secure, or available at all times.

17. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOUNDRY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, FOUNDRY DOES NOT WARRANT THAT:

• THE PLATFORM WILL MEET YOUR REQUIREMENTS,
• THE PLATFORM WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED,
• ANY DATA, MESSAGE, DOCUMENT, OR PAYMENT STATUS WILL BE ACCURATE OR COMPLETE,
• COMMUNICATIONS WILL BE DELIVERED OR RECEIVED,
• CUSTOMER INFORMATION WILL BE VERIFIED,
• ANY TEMPLATE OR AI OUTPUT WILL BE LEGALLY SUFFICIENT, ACCURATE, OR APPROPRIATE, OR
• THE PLATFORM WILL PREVENT DISPUTES, MISUNDERSTANDINGS, OR LOSSES.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FOUNDRY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOUNDRY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID TO FOUNDRY FOR THE PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR
• ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Indemnification

You will defend, indemnify, and hold harmless Foundry and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• your use of the Platform,
• your User Content,
• your communications with customers or third parties,
• your services, projects, estimates, invoices, or business practices,
• your violation of these Terms,
• your violation of law, or
• your infringement or violation of any rights of another person or entity.

20. Disputes; Governing Law; Venue

These Terms are governed by the laws of the State of New Jersey, without regard to conflict of law rules.

Any dispute arising out of or relating to these Terms or the Platform will be brought exclusively in the state or federal courts located in Morris County, New Jersey, and each party submits to the personal jurisdiction of those courts.

21. Export and Sanctions Compliance

You may not use the Platform in violation of U.S. export control, sanctions, or trade laws. You represent that you are not located in, organized in, or ordinarily resident in any jurisdiction subject to applicable U.S. sanctions that would prohibit your use of the Platform.

22. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we may provide notice by posting updated Terms, updating the effective date, sending an email, or providing in-product notice. Your continued use of the Platform after the effective date of updated Terms constitutes acceptance of the updated Terms.

23. General

These Terms constitute the entire agreement between you and Foundry regarding the Platform and supersede prior or contemporaneous agreements on that subject, except for any separate written agreement signed by Foundry.

If any provision is held unenforceable, the remaining provisions will remain in effect. Foundry’s failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent. Foundry may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.

24. Contact Us

If you have questions about these Terms, contact:

Foundry Connects LLC
44 Washington Street, 1130
Morristown, NJ 07960
support@foundryconnects.com
foundryconnects.com