Foundry Terms of Service
This Agreement was last modified on August 12, 2023.
Welcome to Foundry! Please read these Terms of Service (the “Terms”) carefully because they govern your use of our website located at foundry.ac (the “Site”). To make these Terms easier to read, the Site and our online platform are collectively called the “Services.”
We urge you to contact us directly if there is anything in our Terms of Service that may require further clarification. You can reach us anytime by sending us a message at [email protected].
By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and/or using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to both you, in your individual capacity, and the company or other legal entity on whose behalf you are accessing and/or using the Services. When these Terms use the term “Foundry”, “we”, “us”, or “our”, that refers to Foundry and its affiliates, and subsidiaries and each of its and their respective officers, directors, agents, partners and employees.
CLASS ACTION WAIVER NOTICE: AS SET FORTH IN THE “DISPUTE RESOLUTION” SECTION BELOW, YOU AND WE EACH AGREE THAT ANY CLAIMS EITHER OF US MAY WAY WISH TO ASSERT AGAINST THE OTHER MAY BE ASSERTED EXCLUSIVELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, MASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION. YOU AND WE EACH AGREE TO WAIVE OUR RIGHT TO PARTICIPATE OR AND/OR SHARE IN ANY RECOVERY FROM ANY CLASS, MASS, COLLECTIVE, OR OTHER REPRESENTATIVE ACTION WHICH MAY BE INITIATED BY A THIRD PARTY.
We may modify the Terms at any time, at our sole discretion. If we believe such modifications are material, we'll let you know either by doing one (or more) of the following (i) posting the modified Terms on the Site and updating the “Modified” date at the top of this page; (ii) posting the changes through the Services; (iii) sending you an email or message about the changes; or (iv) through other communications as required by law. Modifications that are material will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
In order to use the Services below you must be 18 years or older, capable of forming a binding contract with Foundry, and not barred from using the Services under applicable law.
If you want to use certain features of the Services, you may need to register with Facebook to create a Facebook account (“Facebook Account”) and then register with us to create a Foundry account (“Account”). If you choose to create an Account using your Facebook Account, we’ll extract from your Facebook Account, as applicable, certain personal information, such as your name, location information and other general information that your privacy settings on the applicable Facebook Account permit us to access.
After you create an Account and become a registered user of the Services (a “Registered User”), you may also connect your Account with your other third party accounts such as YouTube, Spotify, etc. (each, a “Third Party Account”), and we’ll extract from your Third Party Account certain information that your privacy settings on the Third Party Account permit us to access.
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
a. End User Data. As used in these Terms, “End User” means a user or potential user of your products or services, and “End User Data” means the data about your End Users (including any End User personally identifiable information) that you input or submit to the Services directly or by providing us with access to your Third Party Accounts.
In order to use the user targeting features of the Marketing Service, Messaging Service or Advertising Service (as defined below), subject to compliance with applicable law, and terms and conditions governing use of your products and services, you will need to provide Foundry with access to your End User Data either directly by delivering the End User Data to Foundry or by giving Foundry access to such data through your Third Party Accounts, such as MailChimp. In order for us to retrieve your End User Data from your Third Party Account you agree to provide us with the requisite security permissions, software interfaces to your business applications on such Third Party Accounts and any other information requested by us. We are not responsible or liable for any Third Party Accounts or any products or services (including End User Data) accessed from such Third Party Accounts on your behalf. You will indemnify us from any liability arising from accessing any End User Data from any of your Third Party Accounts.
b. Marketing Pages. Through use of the Services, Registered Users may build marketing pages (each a “Page”) and embed, post and upload User Content (as defined below).
i. General. As a Registered User, you can use the marketing platform features of the Services (“Marketing Service”) to generate landing pages containing your User Content (each a “Landing Page”) to engage your target audience and capture information via social networking services such as Facebook, Twitter, Spotify, etc. (each, an ”SNS”).
ii. Creating a Landing Page
Our Marketing Service offers three types of Landing Pages that Registered Users can create: a Social Unlock Landing Page, a Contest Landing Page, and a FanLink Landing Page. Please refer to our feature pages for more information on each type of Landing Page here: https://foundry.ac/features/growth (opens in a new tab).
For each Landing Page, you will need to enter information regarding your product, offer, or content along with other selections within the Marketing Service to generate your Landing Page.
c. Messaging Services. Through the use of the Services, as a Registered User, you may be able to send marketing material and other messages containing your User Content (“Messaging Campaign”) via E-mail or direct messaging services provided by third party social networking services such as Facebook and Instagram to End Users by using the messaging platform features of the Services (“Messaging Service”).
i. Creating a Messaging Campaign
For each Messaging Campaign you will need to enter information regarding your Messaging Campaign (e.g., a product, information, offer, target audience identifiers) and make other selections within the Messaging Service to generate your Messaging Campaign.
Once your Messaging Campaign is delivered or scheduled via the Messaging Service, you will not have the ability to change or modify the Messaging Campaign information or the Messaging Campaign.
Delivery of the Messaging Campaign via the Services is not a guarantee that your Messaging Campaign will be delivered to the audience specified when creating the Messaging Campaign.
d. Advertising Services
i. General. As a Registered User, you can use the advertising platform features of the Services (“Advertising Service”) to generate advertisements containing your User Content (each an “Ad Campaign”), identify the target audience for your Ad Campaign and potentially have the Ad Campaign served, on your behalf, on certain SNSs.
ii. Creating an Ad Campaign
For each Ad Campaign you will need to enter information regarding your Ad Campaign (e.g., a product or event description, target audience identifiers) and make other selections within the Advertising Service to generate your Ad Campaign.
Once your Ad Campaign is submitted via the Advertising Service, you will be able to change a limited amount of information in relation to the Ad Campaign via the functionality of the Advertising Service. You will always have the ability to pause or delete an Ad Campaign that you have created via the Advertising Service.
Submission of an Ad Campaign via the Services is not a guarantee that your Ad Campaign will be made available on a SNS. Foundry does not warrant or guarantee that any Ad Campaigns will be accepted, will be made available, or will remain available on a SNS. Foundry does not review or police the content of your User Content or Ad Campaigns, nor does Foundry make editorial or managerial decisions related to your User Content or Ad Campaigns. In the event that your Ad Campaign is rejected by an SNS, you may resubmit your Ad Campaign using the automated submission process via the Advertising Service as many times as you wish at no additional charge.
You will ensure that each Ad Campaign complies with these Terms, third-party platform advertising guidelines, and all applicable laws and regulations. If we determine, in our sole discretion, that a particular Ad Campaign is inappropriate or in violation of the third-party platform guidelines, then upon our request, you will block or withdraw such Ad Campaign. We may, at our discretion, refuse to serve any Ad Campaign at any time. You acknowledge and agree that Foundry is not responsible for any of your Ad Campaigns.
You are responsible for your use of the Marketing Service, Messaging Service and Advertising Service.
a. Subscriptions. You may be required to purchase an annual or monthly subscription (“Subscription”) in order to access certain features of the Services (the “Select Services”). If you elect to purchase an annual or monthly Subscription, you will be charged the annual or monthly Subscription fee (“Subscription Fee”) for all the Select Services you elect to purchase in accordance with your chosen Subscription(s) available at the Pricing Page https://app.foundry.ac/workspace/plans (opens in a new tab) at the beginning of your Subscription and each year or month thereafter, respectively, at the then-current rate. If you elect to purchase an annual Subscription, we (or our third party payment processor) will automatically charge you on the anniversary of the commencement of your Subscription using the Payment Information (as defined below) you have provided. If you elect to purchase a monthly Subscription, we (or our third party payment processor) will automatically charge you each month, on the calendar day corresponding to the commencement of your Subscription, using the Payment Information you have provided. In the event your Subscription began on a day not contained in a given month, your payment method will be charged on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. By agreeing to these Terms and electing to purchase an annual or monthly Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Foundry. We may also periodically authorize your payment method in anticipation of applicable fees or related charges. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms.
b. Cancelling Subscription. You may cancel your Subscription at any time. PLEASE NOTE, HOWEVER, THAT ALL SALES ARE FINAL. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can either (i) email us at [email protected] and follow any instructions, if any, we provide to you in response to your cancellation request, or (ii) initiate a cancellation through your Account settings within the Services. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then current Subscription period. If you cancel, we will allow you to access the Select Services until the most recently paid-up Subscription period ends, and then will terminate your access to the Select Services. Cancelling your Subscription won’t cancel your Account. See the “Termination” section below for information on terminating your Account.
c. Payment. When you purchase a Subscription (a “Transaction”), we may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your billing address (such information, “Credit Card Information”). You may also pay for a Transaction through use of PayPal or any other payment service providers that we may opt to use by providing us with your account information for such service provider (“Payment Service Provider Information”). Your Credit Card Information and Payment Service Provider Information are collectively referred to as “Payment Information”. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
d. Free Trial. We may offer a paid Subscription on a free trial basis (“Free Trial”) for a specified period of time. If we offer you a Free Trial, the specific terms of your Free Trial will be provided at signup and/or in the promotional materials describing the Free Trial and your use of the Free Trial is subject to your compliance with such specific terms. Free Trials may not be combined with any other offer. Except as may otherwise be provided in the specific terms for the Free Trial offer, Free Trials are only available to users who have not previously subscribed to the Subscription in connection with which the Free Trial is being offered. When you agree to a Free Trial, you are also agreeing to sign up for a paid Subscription as described above and, consequently, unless you cancel your Subscription prior to the end of your Free Trial, we (or our third party payment processor) will begin charging your payment method on a recurring basis for the Subscription Fee (plus any applicable taxes and other charges) until you cancel your Subscription. Instructions for cancelling your Subscription are stated above in the “Cancelling Subscriptions” section. We reserve the right to modify or terminate Free Trials at any time, without notice and in our sole discretion
a. Certain Definitions.
“Content” means data, text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services. Content includes without limitation, User Content and Site Content.
“Foundry Service Data” means the statistical, analytical or other data developed or created by or for Foundry, based upon the End User Data and other internal and external data collected by Foundry. Foundry Service Data will not include any personally identifiable information of any End User. By way of illustration, Foundry Service Data includes without limitation, aggregated arrangements or organization of End User Data that is representative of a certain population, demographic representation of your and other Registered Users’ end users, and reports summarizing usage behavior of different end user groups.
"User Content" means any Content that Registered Users and End Users provide to be made available through the Services, including the content of any Ad Campaigns.
b. Interactions with End Users. Through use of our Services End Users may be able to access and interact with Registered Users. Registered Users will be able to engage with End Users privately through the use of the Services, as well as through external media such as email, social media, mobile devices, and any other methods if End Users have interacted on the Registered User's page or have subscribed or followed that Registered User via Third Party Accounts or through interacting with User Content on the Services. Foundry is not responsible for and accepts no liability in relation to private communication and sharing of information between any Registered User and Consumer, including via media external to the Site and Services.
c. Content Ownership and Responsibility. Foundry does not claim any ownership rights in any User Content or End User Data (subject to Foundry’s rights in the Foundry Service Data) and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content or End User Data. Subject to the foregoing and with the exception of User Content and End User Data, Foundry and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Foundry will exclusively own all rights, title and interest in and to the Foundry Service Data, including all intellectual property rights therein and will use the Foundry Service Data in any manner it sees fit. You will have no rights in or to, nor access or use of, the Foundry Service Data, other than as required for your use of the Services as provided herein.
d. Removal. You can remove your User Content by specifically deleting it using the features of the Services. When you close your account, we will delete all information, content, and end-user data associated with your account. However, in very few instances, some Foundry Service Data may not be able to be removed. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content or End User Data. Please reach us at [email protected] for any clarification or requests associated with your data. You may also see our Privacy portal [https://docs.foundry.ac/legal/privacy-portal (opens in a new tab)] for more insight in the kind of data Foundry stores and shares.
f. Site Content. The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to, and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).
You are solely responsible for all your User Content and End User Data. You represent and warrant, that:
i. you own all your User Content and End User Data or you have all rights that are necessary to grant us the license rights in your User Content and End User Data under these Terms, including any appropriate licenses from rights management organizations
ii. you have paid any required royalties or fees for the rights to use such User Content and to grant us the license rights in your User Content and End User Data under these Terms
iii. neither your User Content nor End User Data, nor your use and provision of such User Content or End User Data to be made available through the Services, nor any use of your User Content or End User Data by Foundry on or through the Services will infringe, misappropriate or violate a third party’s rights, including intellectual property rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation (including without limitation, applicable data and privacy laws)
iv. neither the End User Data, nor your use and transmission of End User Data to be made available through the Services, nor any use of the End User Data by Foundry as contemplated by this Agreement will breach any agreement between you and any third party
v. you have made all disclosures and secured all requisite consents required under the applicable laws from End Users and other individuals as applicable, in connection with the provision and transmission of End User Data to Foundry, the collection of End User Data by Foundry, and use of such End User Data by Foundry as contemplated herein.
vi. If you are using the Services on behalf of a company or other entity, you represent and warrant that you have the authority to legally bind that entity and grant Foundry all permissions and licenses provided in these Terms.
vii. You agree to immediately notify Foundry of any unauthorized use of your password or account or any other breach of security. You are responsible for (and we will hold you responsible for) any activities that occur under your account.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at [email protected]. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. Further, by submitting Feedback to us, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. For the avoidance of doubt, we are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
If you are a brand who is organizing a Promotion via Foundry, you acknowledge and agree that you are solely responsible for running the Promotion, and for any and all liabilities that arise from such Promotion. You agree to do the following in connection with your Promotions:
- Provide the contestants and participants with the official rules (“Official Rules”) of the Promotion and adhere to such Official Rules in conducting the Promotion.
- Comply with all applicable rules, regulations and laws relating to such Promotions (including without limitation, those that apply to the CAN SPAM Act and rules and regulations governing sweepstakes, contests and other skill and chance based games).
- Indemnify Foundry from any and all liability in connection with your Promotion.
Any suggested official rules you may receive from Foundry are provided “as is,” for illustrative purposes only. ACCORDINGLY, IF YOU ORGANIZE A PROMOTION USING ANY SUGGESTED OFFICIAL RULES YOU RECEIVE FROM US, YOU DO SO AT YOUR OWN RISK AND WE ARE NOT RESPONSIBLE FOR ANY LIABILITY THAT ARISES FROM SUCH PROMOTION OR YOUR USE OF THE SUGGESTED OFFICIAL RULES. Ensuring that a Promotion and its Official Rules comply with all applicable rules, regulations and laws is your responsibility and we recommend that you have an attorney review any Official Rules before starting any Promotion.
You agree not to do any of the following:
Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances; or (viii) promotes political campaigning;
Use, display, mirror or frame the Services or any individual element within the Services, Foundry’s name, any Foundry trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Foundry’s express written consent;
Access, tamper with, or use non-public areas of the Services, Foundry’s computer systems, or the technical delivery systems of Foundry’s providers;
Attempt to probe, scan or test the vulnerability of any Foundry system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Foundry or any of Foundry’s providers or any other third party (including another user) to protect the Services or Content;
Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Foundry or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a Foundry trademark, logo URL or product name without Foundry’s express written consent;
Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including your User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services.
Foundry respects copyright law and expects its users to do the same. It is Foundry’s policy to terminate in appropriate circumstances. Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. If you are a copyright owner or an agent of a copyright owner and you believe that any Content infringes your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act by following the directions at https://foundry.ac/legal/copyright (opens in a new tab).
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and, because we have no control over such websites and resources, you acknowledge and agree that we are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites or any damages or losses related thereto, even if such websites or resources are connected with Foundry partners or third party service providers. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
THE SERVICES AND CONTENT ARE PROVIDED BY FOUNDRY “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES OR THE RESULTS OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY AS TO THE USEFULNESS OR THE CAPABILITY OF THE SERVICES TO MARKET AND PROMOTE YOU OR ANY OTHER PERSON OR ANY MUSIC. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. FOUNDRY HAS NO RESPONSIBILITY TO YOU FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY THIRD PARTIES THAT FOUNDRY REQUIRES TO PROVIDE THE SERVICES OR THAT YOU CHOOSE TO CONTRACT WITH WHEN USING THE SERVICES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify and hold harmless Foundry and each of its parents, subsidiaries, affiliates, co-branders, licensors, payment processing partners, and other partners, and each of their officers, directors, employees, and other agents, from any and all damage (whether direct, indirect, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable legal and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”), relating or arising out of: (i) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms), (ii) your use of the Services or Content in violation of these Terms or other policies we post or make available, (iii) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party, and (iv) any Promotions you run using the Services.
You hereby agree to release Foundry from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or relating to a dispute between you and a third party (including other Users) in connection with the Services. If you are a California resident, you waive California Civil Code Section 1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
To the fullest extent allowed by applicable law, in no event will Foundry or any of its parents, subsidiaries, affiliates, co-branders, licensors, payment processing partners, and other partners, or any of their officers, directors, employees, or other agents, be liable to you or any third party for (i) your Content or (ii) any indirect, incidental, special, exemplary, consequential damages or punitive damages, including but not limited to, lost profits, loss of data, use or goodwill, service interruption, opportunity costs, intangible losses, computer damage or system failure, the cost of obtaining substitute services, or any other economic or non-economic harm arising out of or in connection with (a) these Terms; (b) the use of or inability to use the Services; (c) your Content; or (d) any communication, interaction or meeting with other account holders, visitors of the Services, or third parties you communicate as a result of your use of the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Foundry has been informed of the possibility of such damage (or the possibility of such damage is otherwise reasonably foreseeable), even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will the total liability of Foundry or any other entity or person listed above for any claim arising out of or in connection with these Terms or from the use of or inability to use the Services or Content exceed the greater of (a) one hundred dollars ($100) or (b) the amounts paid by you to Foundry in connection with the Services in the three (3) month period preceding the event in which your claim is based.
The exclusions and limitations set forth above are fundamental elements of the basis of the bargain between Foundry and you.
Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
a. Governing Law
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. These laws apply no matter where in the world you live. But if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protections of your local consumer protection law.
b. Choice of Exclusive Forum and Consent to Jurisdiction
You and Foundry agree that the exclusive jurisdiction and venue of any legal action or proceeding arising out of or relating to these Terms or the relationship between you and Foundry shall be the state and federal courts located in San Francisco, California. Each party irrevocably consents to personal jurisdiction in such courts, and waives any objection to jurisdiction venue in such courts, including without limitation on grounds of inconvenience.
c. Waiver of Rights to Assert Claims in a Class, Mass, Collective, or Other Representative Capacity and to Participate in Any Such Proceeding
To the fullest extent authorized by law, you and Foundry each irrevocably agree that any claims one may seek to bring against the other may proceed exclusively on an individual basis. You and Foundry each waive any right to have any such proceedings joined or otherwise consolidated with any other proceedings. You and Foundry each irrevocably waive any right to assert claims against one another on a class, mass, collective, or other representative basis. To the extent any other person asserts claims against You and/or Foundry on a class, mass, collective, or other representative basis, You and/or Foundry waive any right to join in, participate in, and/or serve as a member of any such class, mass, collective, and/or representative body, and/or to share in any recovery received by such body.
To the fullest extent authorized by law, You and Foundry each agree that the waivers in this section shall survive the termination of any contracts between You and Foundry, Your cessation of the Services, and another other circumstance or event.
Except as otherwise set forth herein, these Terms constitute the entire and exclusive understanding and agreement between Foundry and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written proposals, discussions, communications, understandings or agreements between Foundry and you regarding the Services and Content, other than any written agreement for Services between you and an authorized officer of Foundry.
If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Foundry shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
You may not use, export, import, or transfer the Service, including the purchase of any products or service on the Services except as authorized by U.S. law, the laws of the jurisdiction in which you used the Service or purchased any products or services on the Service, and any other applicable laws. In particular, but without limitation, the Services, including any products or services purchased on the Service, may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services or purchasing products or services on the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service nor the products or services purchased on the Services for any purpose prohibited by U.S. law.
You may not assign or transfer these Terms, by operation of law or otherwise, without Foundry’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Foundry may, without your consent or approval, freely assign or transfer these Terms and our rights and obligations under these Terms, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
If you wish to contact Foundry or deliver any notice, you can do so by contacting Foundry, Attn: Legal Department 308 West Wilson Avenue, Apt. 636, Glendale, CA 91203, USA or via email to [email protected].
Foundry’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Foundry. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture or other such relationship is created by these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.
Foundry is a global company offering Registered Users the opportunity to benefit from our Services worldwide. To allow each Registered User full advantage of our Services and applicable law, certain additional provisions included in this section may be applicable to you.
EEA, Swiss and UK Users. If you are a Registered User located in the European Economic Area ("EEA"), Switzerland or the United Kingdom (together, "EU") and process personal data of EU event attendees, you are a data controller with respect to your End Users’ personal data and Foundry will act as a data processor. With respect to EU personal data that a Registered User holds as a data controller, Foundry’s Data Processing Addendum [https://foundry.ac/data-processing-addendum (opens in a new tab)] is incorporated into these Terms.
If you have any questions about these Terms or the Services, please contact Foundry at [email protected].