End-User License Agreement

This End-User License Agreement (“Agreement” or “EULA”) is a legally binding contract between you (“User,” “you,” or “your”) and Foundry Software LLC, a Mississippi limited liability company (“Foundry,” “we,” “our,” or “us”), governing your access to and use of the Foundry construction management platform available at foundrybuilders.com and related subdomains, mobile interfaces, APIs, and all associated software, documentation, and features (collectively, the “Software” or “Service”).

BY CLICKING “AGREE,” CREATING AN ACCOUNT, OR ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SOFTWARE.

If you are accepting this Agreement on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity, and all references to “you” in this Agreement refer to that entity.

1. Grant of License

1.1 License Grant

Subject to your compliance with this Agreement and timely payment of all applicable subscription fees, Foundry grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your internal business purposes in connection with construction project management.

1.2 Subscription Plans

The Software is offered through subscription-based plans. The specific features, storage limits, user seat counts, and integrations available to you depend on the plan you have purchased. Foundry may modify plan features with reasonable notice.

1.3 Authorized Users

Your subscription entitles you to create accounts for a defined number of authorized users (e.g., company administrators, project managers, office staff). In addition, you may invite clients and crew members to access their respective portals as part of your account. You are responsible for all activity that occurs under any account associated with your subscription.

1.4 No Ownership

This Agreement grants you a license to use the Software — it does not transfer to you any ownership interest in the Software, source code, underlying technology, or intellectual property of Foundry. All rights not expressly granted are reserved by Foundry.

2. Acceptable Use

2.1 Permitted Use

You may use the Software to manage your construction projects, jobs, clients, crew, budgets, schedules, documents, and related business operations. You may use the Software’s built-in integrations (e.g., QuickBooks Online) in accordance with those third-party terms and this Agreement.

2.2 Prohibited Conduct

You agree not to, and will not permit any user to:

• Use the Software for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation
• Attempt to gain unauthorized access to any part of the Software, its servers, databases, or related infrastructure
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Software
• Modify, adapt, translate, or create derivative works based on the Software
• Copy, reproduce, distribute, republish, download, display, post, or transmit the Software in any form or by any means without our prior written consent
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit or make the Software available to any third party, except as expressly permitted
• Use the Software to build a competing product or service, or to benchmark or publicly compare the Software against a competitor without our written consent
• Scrape, data-mine, or systematically extract data from the Software using automated means
• Upload, transmit, or distribute any malware, viruses, worms, or other harmful code through the Software
• Interfere with or disrupt the integrity, performance, or availability of the Software or its underlying infrastructure
• Circumvent, disable, or otherwise interfere with security features or access controls of the Software
• Use the Software to store, transmit, or process any content that is unlawful, defamatory, infringing, obscene, or otherwise objectionable
• Impersonate any person or entity or falsely represent your affiliation with any person or entity
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Software
• Use the Software to harass, abuse, threaten, or harm any person

2.3 Compliance with Laws

You are solely responsible for ensuring that your use of the Software complies with all applicable laws, including employment laws, contractor licensing requirements, tax regulations, data protection laws, and construction-industry regulations in the jurisdictions where you operate.

3. Account Registration and Security

3.1 Registration

To access the Software, you must create an account and provide accurate, complete, and current information. You agree to promptly update your account information if it changes. You must be at least 18 years old and legally capable of entering into a binding contract to use the Software.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials (username and password) and for all activity that occurs under your account. You agree to notify us immediately at support@foundrybuilders.com if you become aware of any unauthorized use of your account or any other security breach.

3.3 Account Sharing

Account credentials are personal and may not be shared with individuals who are not authorized users under your subscription. Each authorized user must have their own login credentials. We reserve the right to suspend accounts where credential sharing is detected.

3.4 Multiple Users and Roles

Your account supports multiple user roles: company administrators, team members, client portal users, and crew portal users. You are responsible for assigning appropriate permissions and revoking access when individuals are no longer authorized (e.g., upon employee termination or project completion).

4. Subscription, Billing, and Payment

4.1 Subscription Fees

Access to paid features of the Software requires a current, paid subscription. By subscribing to a paid plan, you authorize Foundry (through its payment processor, Stripe) to charge your designated payment method for the applicable subscription fees on a recurring basis (monthly or annually, as selected) at the then-current rates displayed on our pricing page.

4.2 Billing Cycle and Auto-Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period; you retain access through the end of that period.

4.3 Price Changes

Foundry reserves the right to change subscription pricing at any time. We will provide you with at least 30 days’ advance notice of any price increase, typically by email and/or in-app notification. Continued use of the Software after the effective date of a price change constitutes your acceptance of the new pricing.

4.4 Taxes

All fees are exclusive of applicable taxes, including sales tax, use tax, value-added tax (VAT), or similar taxes. You are responsible for paying all such taxes associated with your subscription, except for taxes based on Foundry’s net income.

4.5 No Refunds

All subscription fees are non-refundable except as expressly stated in this Agreement or as required by applicable law. No refunds or credits are provided for partial billing periods or for unused features.

4.6 Late Payments and Suspension

If payment cannot be processed on the scheduled billing date, we will attempt to retry the charge. If payment remains outstanding after reasonable notice, we reserve the right to suspend or restrict access to your account until payment is received. Prolonged non-payment may result in account termination.

4.7 Free Trials

Foundry may offer free trial periods at its discretion. At the end of a free trial, your account will automatically convert to a paid subscription unless you cancel before the trial expires. Any data you create during the trial will be accessible under the paid subscription.

5. Your Data

5.1 Ownership

You retain all ownership rights in and to the data, documents, files, and content you upload, create, or store within the Software (“Your Data”), including project information, financial records, client data, crew records, and uploaded documents. This Agreement does not transfer ownership of Your Data to Foundry.

5.2 License to Foundry

By using the Software, you grant Foundry a limited, worldwide, royalty-free license to host, store, process, display, and use Your Data solely as necessary to provide the Service to you, including for backup, security, and technical support purposes. This license terminates when you delete data or close your account, subject to data retention periods described in Section 5.5 and our Privacy Policy.

5.3 Data Responsibility

You are solely responsible for the accuracy, quality, legality, and appropriateness of Your Data. You represent and warrant that: (a) you have all necessary rights to upload Your Data to the Software; (b) Your Data does not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or applicable laws; and (c) Your Data does not contain any personally identifiable information of third parties that you are not authorized to share.

5.4 Data Export

You may export Your Data from the Software at any time while your account is active using the export features provided within the Software. We encourage you to maintain your own backups of critical business data.

5.5 Data Retention Upon Termination

Following cancellation or termination of your account, we will retain Your Data for a period of 90 days to allow you to export it or reactivate your account. After this period, Your Data may be permanently deleted from our production systems. Backup copies may persist for up to an additional 90 days before purge. See our Privacy Policy for full details.

5.6 No Sale of Your Data

Foundry does not sell Your Data to third parties. We do not use Your Data (including project data, financial data, or crew records) to train artificial intelligence or machine learning models. Aggregated, de-identified usage data may be used to improve the Software.

6. Intellectual Property

6.1 Foundry IP

The Software — including its design, source code, user interface, architecture, algorithms, features, functionality, trademarks, service marks, logos, and all documentation — is the exclusive property of Foundry Software LLC and is protected by United States copyright, trademark, trade secret, and other intellectual property laws. Nothing in this Agreement transfers any Foundry intellectual property rights to you.

6.2 Feedback

If you submit suggestions, feature requests, bug reports, or other feedback regarding the Software (“Feedback”), you grant Foundry a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and exploit that Feedback in any manner without compensation or attribution to you. Foundry has no obligation to act on any Feedback.

6.3 Third-Party Components

The Software may incorporate third-party open-source software components. Such components are licensed under their respective open-source licenses, which can be found in the Software documentation or upon request. This Agreement does not modify or supersede those licenses.

6.4 Trademarks

“Foundry,” “Foundry Builders,” “foundrybuilders.com,” and associated logos are trademarks or service marks of Foundry Software LLC. You may not use these marks without our prior written consent. All other trademarks referenced in the Software are the property of their respective owners.

7. Third-Party Integrations

7.1 Available Integrations

The Software may offer integrations with third-party services, including but not limited to QuickBooks Online (Intuit Inc.), Stripe (Stripe, Inc.), and email providers. Your use of any third-party integration is subject to both this Agreement and the third-party’s own terms of service and privacy policy.

7.2 QuickBooks Integration

The Software integrates with QuickBooks Online via Intuit’s official API using OAuth 2.0 authorization. By connecting your QuickBooks account, you authorize Foundry to access and exchange data with QuickBooks on your behalf as described in our Privacy Policy. This integration is governed by Intuit’s platform terms and developer agreements in addition to this Agreement. Foundry’s use of data obtained from QuickBooks is limited to providing and improving the integration features you have authorized.

7.3 No Responsibility for Third Parties

Foundry is not responsible for the availability, accuracy, content, data practices, or security of any third-party services. Third-party integrations are provided as a convenience and may be discontinued if a third party modifies or discontinues its API. We will make reasonable efforts to notify you of material changes to integrations.

7.4 Third-Party Links

The Software may contain links to third-party websites. These links are provided for your convenience only. Foundry does not control and is not responsible for those websites or their content.

8. Privacy

Your use of the Software is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Software, you consent to our collection, use, and disclosure of information as described in the Privacy Policy. In the event of a conflict between this Agreement and the Privacy Policy regarding data handling, the Privacy Policy controls.

9. Confidentiality

9.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and context of disclosure. Your Data is your Confidential Information. Foundry’s pricing, product roadmap, and technical architecture are Foundry’s Confidential Information.

9.2 Obligations

Each party agrees to: (a) keep the other’s Confidential Information strictly confidential; (b) not disclose Confidential Information to third parties without prior written consent; and (c) use Confidential Information only as necessary to exercise rights or fulfill obligations under this Agreement. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, independently developed by the receiving party, or required to be disclosed by law or court order.

10. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOUNDRY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES THAT DEFECTS WILL BE CORRECTED
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY DATA, CONTENT, OR RESULTS GENERATED BY THE SOFTWARE
• WARRANTIES THAT THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS

FOUNDRY MAKES NO WARRANTY REGARDING ANY THIRD-PARTY SERVICES OR INTEGRATIONS, INCLUDING QUICKBOOKS ONLINE, STRIPE, OR ANY OTHER THIRD-PARTY SERVICE ACCESSIBLE THROUGH THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FOUNDRY, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSSES, EVEN IF FOUNDRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOUNDRY’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO FOUNDRY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

11.3 Essential Basis

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. FOUNDRY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

11.4 Exceptions

The limitations in this Section 11 do not apply to: (a) death or personal injury caused by Foundry’s gross negligence; (b) fraud or willful misconduct by Foundry; or (c) any liability that cannot be limited or excluded by applicable law.

12. Indemnification

You agree to defend, indemnify, and hold harmless Foundry Software LLC and its members, officers, employees, agents, and contractors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Software in violation of this Agreement; (b) Your Data or your content uploaded to the Software; (c) your violation of any applicable law, regulation, or third-party right; or (d) any claim that Your Data or your use of the Software caused damage to a third party.

Foundry reserves the right to assume exclusive control of any matter subject to indemnification by you, in which case you agree to cooperate fully with our defense of that matter.

13. Term and Termination

13.1 Term

This Agreement begins on the date you first access or use the Software and continues until terminated in accordance with this Section.

13.2 Termination by You

You may terminate this Agreement at any time by canceling your subscription through your account settings. Termination takes effect at the end of your current billing period. Termination does not entitle you to a refund of prepaid fees.

13.3 Termination by Foundry

Foundry may suspend or terminate your account and this Agreement at any time, with or without notice, if: (a) you breach any material term of this Agreement and fail to cure such breach within 10 days of written notice; (b) we reasonably suspect fraudulent, abusive, or illegal activity on your account; (c) you fail to pay subscription fees when due; or (d) we are required to do so by law.

13.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) the license granted to you immediately terminates; (b) you must cease all use of the Software; (c) each party must return or destroy the other’s Confidential Information; and (d) all amounts owed to Foundry become immediately due and payable. Sections 5 (Your Data — with respect to post-termination retention obligations), 6 (Intellectual Property), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law), and 15 (General) shall survive termination.

14. Governing Law and Dispute Resolution

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of law principles. Mississippi’s adoption of the Uniform Computer Information Transactions Act (UCITA) and its standard contract law principles shall apply where applicable.

14.2 Dispute Resolution — Negotiation First

Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute informally. The party asserting a dispute shall provide written notice describing the claim in reasonable detail. The parties will have 30 days from receipt of such notice to attempt to resolve the dispute through good-faith negotiation.

14.3 Binding Arbitration

If a dispute cannot be resolved through negotiation within 30 days, either party may elect binding arbitration. Any such arbitration shall be conducted by a single arbitrator under the rules of the American Arbitration Association (AAA) Commercial Arbitration Rules, and shall take place in Mississippi (or by remote hearing, as agreed by the parties). The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.4 Exceptions to Arbitration

Notwithstanding Section 14.3, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to protect intellectual property rights, prevent misappropriation of Confidential Information, or prevent unauthorized use of the Software. Such action shall not constitute a waiver of the right to arbitrate.

14.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST FOUNDRY. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION PROCEEDING.

14.6 Venue

For any claim not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Mississippi. You waive any objection to personal jurisdiction or venue in those courts.

15. Updates and Modifications

15.1 Software Updates

Foundry may update, modify, enhance, or discontinue features of the Software at any time. As a cloud-based SaaS platform, updates are applied automatically and you will always use the current version of the Software. We will make reasonable efforts to notify you of material changes to features.

15.2 Changes to This Agreement

Foundry reserves the right to modify this Agreement at any time. We will notify you of material changes by email to your registered address and/or by posting a notice within the Software at least 14 days before the changes take effect. Your continued use of the Software after the effective date of any modification constitutes your acceptance of the updated Agreement. If you do not agree to a material modification, your sole remedy is to cancel your subscription before the effective date.

16. General Provisions

16.1 Entire Agreement

This Agreement (including the Privacy Policy, which is incorporated by reference, and any order forms or plan descriptions agreed to at the time of purchase) constitutes the entire agreement between you and Foundry regarding the Software and supersedes all prior and contemporaneous understandings, negotiations, and agreements, whether written or oral, relating to the subject matter hereof.

16.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16.3 Waiver

Foundry’s failure to enforce any provision of this Agreement shall not constitute a waiver of our right to enforce that provision in the future. No waiver of any breach shall be deemed a waiver of any subsequent breach.

16.4 Assignment

You may not assign, transfer, or delegate this Agreement or any of your rights or obligations under it without Foundry’s prior written consent. Foundry may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

16.5 Force Majeure

Neither party shall be liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, civil unrest, power outages, internet disruptions, or actions of third-party service providers.

16.6 Notices

Legal notices to Foundry must be sent in writing to legal@foundrybuilders.com. Foundry may provide notices to you via email to your registered account address or through in-app notifications. Notices are effective upon delivery.

16.7 Relationship of the Parties

The relationship between you and Foundry is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

16.8 Export Compliance

You agree to comply with all applicable United States export laws and regulations. You represent that you are not located in a country subject to a U.S. Government embargo or that has been designated as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

16.9 Government Users

The Software is “commercial computer software” as defined in applicable U.S. government regulations. Government users acquire the Software with only the rights described in this Agreement.

17. Contact and Legal Notices

If you have questions about this Agreement or need to send a legal notice, please contact us:

For general support inquiries, contact support@foundrybuilders.com.

For privacy-related requests, contact privacy@foundrybuilders.com.

This EULA has been prepared for review by legal counsel prior to official launch. Foundry Software LLC is incorporated in the State of Mississippi.