Welcome to Foundry Bean! Please read the Terms of Subscription Service carefully before you start using our service.
Acceptance of Terms of Subscription Service
By using Foundry Bean platform, you accept or agree to the Terms of Subscription Service. If you do not want to agree to these Terms of Subscription Service, you must not access or use our platform.
To access and/or use our service, you acknowledge and agree:
1. Definitions:
1.1. You and Foundry Bean: When we say customer, you or your, we mean both you and any entity or firm you are authorized to represent. When we say Foundry Bean, we, our or us, we are talking about the Foundry Bean entity you contract with and pay fees based on the Foundry Bean product you are using.
1.2. Our services: Our services consist of all the services we provide now or in the future, including our online and mobile accounting and financial products in Foundry bean platform.
2. Using Foundry Bean software
2.1. Accuracy of your Contact Information: You must provide accurate, current, and complete information on your legal business name, address, email address and phone number, and maintain and promptly update this information if it should change.
2.2. Creating a subscription: When you create a subscription to use our services and accept these terms, you become a subscriber. If you are the subscriber, you are the one responsible for paying for your subscription.
2.3. People invited to use Foundry Bean products: An invited user is a person other than the subscriber who has been invited to use our services through a subscription. If you are an invited user, you must also accept these terms to use our services.
2.4. The right to use our services: Whether you are a subscriber or an invited user, we grant you the right to use our services (based on your subscription type, your user role and the level of access you are granted) for as long as the subscriber continues to pay for the subscription, until the subscription is terminated, or if you are an invited user, until your access is revoked.
2.5. User roles, access, password and communication: As a subscriber inviting others into a subscription, you should understand the permissions you are granting to invited users. You shall authorize access to and assign unique passwords, username, email address to your Users. You will be responsible for the confidentiality and use of User's passwords and usernames. You will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, User Data, and all other data of any kind contained within emails or otherwise entered electronically. Foundry Bean will act as though any Electronic Communications it receives under user passwords, username, and/or account number will have been sent by you. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Foundry Bean Service and shall promptly notify Foundry Bean of any unauthorized access or use of software and any loss or theft or unauthorized use of any User's password or name and/or account numbers.
2.6. Transmission of Data: You understand that the technical processing and transmission of Your Electronic Communications is fundamentally necessary to use of our software system. You are responsible for securing DSL, cable, or another high-speed Internet connection and up to date 'browser' software to utilize our Services. You expressly consent to our interception and storage of Electronic Communications and/or Your Data as needed to provide the Services hereunder, and You acknowledges and understands that Your Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Foundry Bean. You further acknowledge and understand that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. Without limiting Foundry Bean's applicable obligations under the Security or Confidentiality Sections of this Agreement, Foundry Bean is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted, or stored during the transmission of any data whatsoever across networks not owned and/or operated by Foundry Bean, including, but not limited to, the Internet and Your local network.
3. Pricing
3.1. Trial subscriptions: When you first sign up, you can opt for a free trial, based on the terms specified at the time. If you choose to continue using our services after the trial, you will be billed when you add your billing details into our services. If you choose not to continue using our services following a trial, you may delete your data.
3.2. Pricing plans: Unless you are in a free trial or other offer period, you will need to pay for a subscription based on the pricing of your selected plan. The pricing details and other terms of your subscription are explained when you select your plan. Your use of our services requires you to pay a monthly subscription fee based on your subscription type (the subscription fee). The pricing plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal, and cancellation terms. The pricing plan may vary by region and includes information set out in the offer details and pricing page. We may update or amend the pricing plan from time to time. The terms of the pricing plan form part of these terms. As with any other changes to our terms, changes to the pricing plan will not apply retrospectively and, if we make changes and you are a subscriber, we will make every effort to let you know.
3.3 Payment: Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
3.4 Price change: You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. Foundry Bean may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.
3.5 Renewal: Your payment to Foundry Beant will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credit1s for any cancellations or partial subscription period.
3.6. Taxes for your use of our services: You are responsible for paying all other external fees and taxes associated with your use of our services wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. This may mean the location information you give us must be accurate for tax purposes.
3.7. Additional services: Depending on where you are based and how you use our services, you may be able to take advantage of the additional services that Foundry Bean offers. These might incur an additional fee that we will let you know about when you sign up for those services.
4. Data use and privacy
4.1. Use of data: When you enter or upload your data into our services, we don't own that data but you grant us a license to use, copy, transmit, store, analyze, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; and send you information we think may be of interest to you based on your marketing preferences.
4.2. Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these terms, Our Privacy Policy sets out in detail how we process your own personal data and personal data of others (such as your customers, suppliers, and employees) that you enter in Foundry Bean, like your name and email address.
5. Security
5.1. Security safeguards: To help protect our services and your data, we offer added security features such as multi-factor authentication. We have invested in technical, physical, and administrative safeguards to do our part to help keep your data safe and secure. While we have taken steps to help protect your data, no method of electronic storage is completely secure, and we cannot guarantee absolute security. We may notify you if we have reason to believe that someone has accessed (or may be able to access) your account without authorization and we may also restrict access to certain parts of our services until you verify that access was by an authorized user.
5.2. Account security features: We may introduce security features to make your account more secure, such as multi-factor authentication. Depending on where you are in the world or what services you are using, we may require you to adopt some of these features. When we make the use of security features optional, you are responsible (meaning we are not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.
5.3. Playing your part to secure your data: You have an important part to play by keeping your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realize there has been any unauthorized use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately. You also agree not to use free-form fields in any of Foundry Bean systems or services to store personal data (unless it is a field explicitly asking for personal data - like a first name or a last name), credit card details, tax identifiers or bank account details.
6. Maintenance, downtime and data loss
6.1. Availability: We strive to maintain the availability of our services and provide online support. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimize any such downtime but sometimes it is necessary so we can keep our services updated and secure. When planned maintenance is being undertaken, we will attempt to notify you in advance but cannot guarantee it.
6.2. Access issues: You also may have occasional access issues and occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.
6.3. Data loss: Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of your data entered our services.
6.4. No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.
6.5. Modifications: We frequently release updates, modifications, and enhancements to our services, and in some cases discontinue features. Where this occurs, we will try our best to notify you in advance using email, phone call, on our blog, or within our services when you log in.
7. Termination
7.1. Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan. You may choose to terminate your subscription at any time. You will still need to pay all relevant subscription fees up to and including the day of termination.
7.2. Termination by Foundry Bean: Foundry Bean may choose to terminate your subscription at any time by providing you with one month's written notice in advance. Foundry Bean may also terminate or suspend your subscription or access to all or any data immediately if:
7.3. No refunds:No refund is due to you if you terminate your subscription or Foundry Bean terminates it in accordance with these terms.
7.4. Retention of your data:Once a subscription is terminated by you or us, it is archived, and the data submitted or created by you is no longer available to you. We retain it for a period consistent with our data retention policy and as a subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees. We retain data in case you need it as part of your record retention obligations, but you can contact us to have your data removed completely if you wish.
8. Prohibited Uses
We expect you to obey the law and follow certain rules in using the Platform.
Foundry Bean does not support any activity that is illegal, violates the rights of others, harms or damages Foundry Bean's reputation, or could cause Foundry Bean to be liable to a third party. At minimum, you may not use the Platform to:
We take copyright seriously and we respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.
Foundry Bean may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.
Foundry Bean may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Foundry Bean or its customers, or operate the Platform properly.
9. Warranties, Disclaimers and Exclusive Remedies
Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. Foundry Bean warrants that during the subscription term, Foundry Bean will perform the Service using commercially reasonable care and skill in all material respects as described in the User Guides and that Foundry Bean will not materially decrease the functionality described in the User Guides during the then-current subscription term. If the Service provided to You was not performed as warranted, You must promptly provide Foundry Bean with a written notice that describes the deficiency in the Service (including, as applicable, the service request number notifying Foundry Bean of the deficiency in the Service).
FOUNDRY BEAN DOES NOT WARRANT THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT FOUNDRY BEAN WILL CORRECT ALL SERVICE ERRORS, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS. FOUNDRY BEAN IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO PERFORMANCE, OPERATION OR SECURITY OF THE SERVICE THAT ARISE FROM CUSTOMER DATA OR THIRD-PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES.
FOR ANY BREACH OF THE WARRANTY, CUSTOMER'S EXCLUSIVE REMEDY AND FOUNDRY BEAN'S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICE THAT CAUSED THE BREACH OF WARRANTY, OR, IF FOUNDRY BEAN CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE DEFICIENT SERVICE AND FOUNDRY BEAN WILL REFUND TO CUSTOMER THE FEES FOR THE TERMINATED SERVICE THAT CUSTOMER PRE-PAID TO FOUNDRY BEAN FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE FOLLOWING PARAGRAPH.
11. Liability and indemnity
11.1. You indemnify: You indemnify Foundry Bean and its and their respective officers, directors, employees against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except as far as we are at fault).
11.2. Indemnity Obligations: You will indemnify and hold harmless Foundry Bean and its and their respective officers, directors, employees, for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. Foundry Bean reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Foundry Bean in the defense of any claims.
11.3 Limitation of liability: Other than liability that we cannot exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:
12. Export
12.1 Export laws: Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Such export laws govern use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You and Foundry Bean each agree to comply with all such export laws and regulations (including 'deemed export' and 'deemed re-export' regulations). You agree that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
12.2 Export control: You acknowledges that the Services are designed with capabilities for You and Your Users to access the Services without regard to geographic location and to transfer or otherwise move Your Data between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer of Your Data.
13. Entire Agreement
13.1 Final agreement: This Agreement incorporates by reference all URL Terms (as applicable), Exhibits and Estimate/Order Forms, and this Agreement, together with such referenced items, constitute the entire understanding between You(Customer) and Foundry Bean and are intended to be the final and entire expression of their agreement. The parties expressly disclaim any reliance on any and all prior discussions, emails, RFP's and/or agreements between the parties. There are no other verbal agreements, representations, warranties undertakings or other agreements between the parties.
13.2 Agreement precedence: Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by You(Customer) in connection to this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Foundry Bean to object to such terms, provisions, or conditions. In the event of any inconsistencies between the terms of an Estimate/Order Form and the Agreement, the Estimate/Order Form shall take precedence; however, unless expressly stated otherwise in an Estimate/Order Form, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in an Estimate/Order Form.
13.3 No Amendment: The Agreement shall not be modified, or amended, except as expressly set forth herein, or in writing and signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.
14. General Provisions
14.1 No Assignment:This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except that Foundry Bean may assign without consent to a related entity or the successor of all or substantially all of the assignor's business or assets to which this Agreement relates. There are no third-party beneficiaries to this Agreement.
14.2 Relationship between the parties: This Agreement does not create any partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user
14.3 Enforcement of terms: If any provision is held by a court of competent authority/jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. A waiver of any breach under this Agreement should not constitute a waiver of any other breach or future breach.
14.4 Force Majeure Neither party shall be liable for loss, delay, nonperformance (including failure to meet the service level commitment but excluding payment obligations) to the extent resulting from any force majeure event, including, but not limited to, acts of God, strike, riot, fire, explosion, flood, earthquake, natural disaster, terrorism, act of war, civil unrest, criminal acts of third parties, failure of the Internet, governmental acts or orders or restrictions, failure of suppliers, labor stoppage or dispute or shortage of materials, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible and any delivery date shall be extended accordingly.
14.5 Non-Impediment: Nothing in this Agreement shall be construed as precluding or limiting in any way the right of Foundry Bean to provide consulting, development, or other services of any kind to any individual or entity (including without limitation performing services or developing materials which are similar to and/or competitive with the Professional Services and/or deliverables hereunder).