Terms and conditions.
Terms of service
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
FounderNest Terms of Use
Last Updated: August, 2025
You are the Licensee
These Terms and Conditions (“Terms and Conditions”) supplement the Order Form (“Order Form” and together with the Terms and Conditions, the “Agreement”) and set forth the terms and conditions under which FounderNest, Inc., a Delaware corporation, with offices at 440 N Barranca Ave #6979 Covina, CA 91723 United States (“FounderNest”) will provide access to certain proprietary technology to Licensee. The Agreement sets forth the terms and conditions under which Licensee may Use (as defined herein) the specific features of FounderNest’s platform indicated on the Order Form (“Platform”).
1. LICENSE GRANT AND RIGHT OF USE
1.1. License Grant. Subject to all limitations and restrictions contained herein and the Order Form, FounderNest grants Licensee a Seat subscription, software as a service (SaaS), nonexclusive and nontransferable right to use the Platform (as described in the Order Form) as hosted by FounderNest, during the Term and solely for its internal business purposes (“Use”). Licensee agrees that the Use rights granted under this Agreement are limited to the number of Seats identified on the Order Form. Seats will be assigned a unique ID when gaining access to the Platform. The license rights are not transferable to other individuals. Licensee is prohibited from allowing any individual other than the Seat to use or access the Platform. Seat(s) are prohibited from sharing their access credentials with any other individual. Licensee shall not, and shall ensure that its employees, representatives or agents, including the Seat(s), do not take any steps to dilute or create any workaround (including by use of automated technologies) to the Seat restrictions set out herein. Notwithstanding the foregoing, if a previously licensed Seat is later no longer employed by Licensee, then the license associated with such Seat may be transferred to another individual for the remainder of the Term upon notice to FounderNest. Licensee may use FounderNest’s Confidential Information solely in connection with the Platform and pursuant to the terms of this Agreement.
1.2. Restrictions. In no event shall Licensee disassemble, decompile, or reverse engineer the Platform or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Platform from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Platform by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Platform’s operation and creating the original source code or any approximation thereof by, for example, studying the Platform’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Platform that could be construed to be reverse engineering, disassembling, or decompiling.
2. PAYMENT
2.1. Fees. Licensee shall pay FounderNest the fees indicated on the Order Form. Unless otherwise provided in an Order Form, all fees shall be paid to FounderNest within thirty (30) days of the date of invoice. The initial payment for the Platform must be made on the Order Form Effective Date. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.
2.2. Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Licensee shall reimburse FounderNest and hold FounderNest harmless for all sales, use, VAT, excise, property or other taxes or levies which FounderNest is required to collect or remit to applicable tax authorities. This provision does not apply to FounderNest’s income or franchise taxes, or any taxes for which Licensee is exempt, provided Licensee has furnished FounderNest with a valid tax exemption certificate.
3. OWNERSHIP
3.1. Reservation of Rights. By signing the Order Form, Licensee irrevocably acknowledges that, subject to the licenses granted herein, Licensee has no ownership interest in the Platform or other FounderNest materials provided to Licensee. FounderNest shall own all right, title, and interest in such Platform and FounderNest materials, subject to any limitations associated with intellectual property rights of third parties. FounderNest reserves all rights not specifically granted herein.
3.2. Data. The Platform does store or collect data on behalf of Licensee. The only data to be inputted into the Platform by Licensee is the Required Inputs (as defined in the Order Form). Required Inputs will never include Aggregate Data or other FounderNest data. Licensee shall retain ownership of its Required Inputs. Nothing in this Agreement shall preclude FounderNest from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by FounderNest in the performance of services hereunder. FounderNest owns and shall continue to own all right, title and interest in and to all aggregate and statistical information, benchmarking, comparison, and other analytics or analyses created or developed by FounderNest from performance and usage data generated through Licensee’s use of the Platform (collectively, “Aggregate Data”). Aggregate Data is de-identified so that Licensee cannot be identified as the source within the Aggregate Data. FounderNest may aggregate de-identified Required Inputs with the data of other FounderNest customers and analyze user behavior data to (i) help develop new features of the Platform; (ii) train algorithms; and (iii) analyze, compare, and benchmark customer data. As between Licensee and FounderNest, all materials, data and databases associated with the Platform (other than Required Inputs) are owned by FounderNest.
3.3. License to Outputs. The resulting outputs from Use of Licensee’s Platform (the “Outputs”) may be retained by Licensee. FounderNest grants to Licensee a perpetual, fully paid up, royalty free license to use and create derivative works of Outputs solely for its internal business purposes, subject to the terms of this Agreement. This license to the Outputs is revocable only upon an uncured material breach by Licensee or if required under Section 6.3.
4. CONFIDENTIALITY
4.1. Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.
4.2. Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
4.3. Ownership of Confidential Information and Intellectual Property. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Platform or other Confidential Information to Licensee or to any patent, copyright, trademark, or trade secret embodied therein, or to grant to Licensee any other right, title, or ownership interest to the FounderNest Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
4.4. Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
4.5. Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.
4.6. Suggestions/Improvements to Platform. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Licensee regarding the Platform or other FounderNest materials provided to Licensee shall be owned by FounderNest, and Licensee hereby agrees to assign any such rights to FounderNest. Nothing in this Agreement shall preclude FounderNest from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by FounderNest in the performance of services hereunder.
5. WARRANTY
5.1. Platform Warranty. FounderNest warrants that FounderNest has taken commercially reasonable steps to ensure the Platform will be free of (a) any computer virus, trap door, Trojan horse, spyware or other destructive code, and (b) any viral “open source” that would force Licensee’s proprietary or Confidential Information into the public domain. FounderNest warrants that it will work in a good and workmanlike manner to ensure that the Platform is available and operational in accordance with its documentation (except during reasonable maintenance downtime periods).
5.2. Authorized Representative. Licensee and FounderNest warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.
5.3. Disclaimer of Warranties. Licensee acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Platform or maintenance, or other services provided hereunder. THE DATA AND MATERIALS ACCESSIBLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. FOUNDERNEST SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DATA, CONTENT OR MATERIALS ACCESSED THROUGH THE PLATFORM AND FOUNDERNEST MAKES NO REPRESENTATION THAT ANY DATA, CONTENT OR MATERIALS IS ACCURATE OR COMPLETE. FOUNDERNEST MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
5.4. No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Licensee has made changes to the Platform or has permitted any changes to be made other than by or with the express, written approval of FounderNest.
6. LIMITATION OF LIABILITY; INDEMNIFICATION
6.1. Liability Cap. IN NO EVENT SHALL FOUNDERNEST BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY LICENSEE FOR THE PLATFORM WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
6.2. Disclaimer of Damages. IN NO EVENT SHALL FOUNDERNEST BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
6.3. Indemnification. FounderNest will defend at its expense any cause of action brought against Licensee, to the extent that such cause of action is based on a claim that the Platform, as hosted by FounderNest and made available to Licensee, infringes a United States patent, copyright, or trade secret of a third party. FounderNest will pay those costs and damages finally awarded against Licensee pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by FounderNest. Licensee may retain its own counsel at its own expense. FounderNest will have no liability for any claim of infringement based on: (i) Platform which has been modified by parties other than FounderNest where the infringement claim would not have occurred in the absence of such modification; (ii) Licensee’s use of the Platform in conjunction with data or third party software where use with such data or third party software gave rise to the infringement claim; or (iii) Licensee’s use of the Platform outside the permitted scope of this Agreement. Should the Platform become, or in FounderNest’s opinion is likely to become, the subject of a claim of infringement, FounderNest may, at its option, (a) obtain the right for Licensee to continue using the Platform, (b) replace or modify the Platform so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (c) if neither of the foregoing options is commercially reasonable, terminate the access and use of the Platform and any impacted Results. Upon such termination, Licensee shall cease accessing the Platform and FounderNest will refund to Licensee, as Licensee’s sole remedy for such subscription termination, the unused portion of the subscription fees that were prepaid by Licensee for the terminated license. THIS SECTION STATES THE ENTIRE LIABILITY OF FOUNDERNEST WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE PLATFORM. FounderNest’s obligations as set forth in this Section are subject to Licensee: (1) giving FounderNest prompt written notice of any such claim or the possibility thereof; (2) giving FounderNest sole control over the defense and settlement of any such claim; and (3) providing full cooperation in good faith in the defense of any such claim.
7. TERM AND TERMINATION
7.1. Expiration. The Agreement will terminate upon expiration or termination of all licenses granted under Order Forms.
7.2. Termination by FounderNest. This Agreement and any license created hereunder may be terminated by FounderNest (i) if Licensee fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Licensee if Licensee fails to perform any other material obligation required of it hereunder (provided that the notice is detailed enough to describe what actions must be taken to cure the breach), and such failure is not cured within such thirty (30) day period; or (iii) Licensee files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
7.3. Termination by Licensee. This Agreement may be terminated by Licensee on thirty (30) days written notice to FounderNest if FounderNest fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from FounderNest’s receipt of Licensee’s notice (provided that the notice is detailed enough to describe what actions must be taken to cure the breach) or a longer period if FounderNest is working diligently towards a cure.
7.4. Termination. Upon termination of this Agreement, Licensee shall no longer access the Platform and Licensee shall not circumvent any security mechanisms contained therein.
7.5. Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Licensee’s obligation to pay all fees that have accrued or are otherwise owed by Licensee under this Agreement.
8. MISCELLANEOUS
8.1. Compliance With Laws. Licensee agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement. The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.
8.2. Assignment. Licensee may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of FounderNest. Any assignment or transfer in violation of this Section shall be null and void.
8.3. Survival. The provisions set forth in Sections 2, 3, 4, 5.3, 6, 7.4, and 8 of this Agreement shall survive termination or expiration of this Agreement and any applicable license hereunder.
8.4. Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the face page hereof or to such other address as the parties may designate in writing. Unless otherwise specified, all notices to FounderNest shall be sent to the attention of the CEO. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached.
8.5. Force Majeure. FounderNest shall not be liable to Licensee for any delay or failure of FounderNest to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of FounderNest. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Licensee in providing required resources or support or performing any other requirements hereunder.
8.6. Restricted Rights. Use of the Platform by or for the United States Government is conditioned upon the Government agreeing that the Platform is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Licensee shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Platform, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.
8.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. Any signed copy of this Agreement made by reliable means (e.g., photocopy or facsimile) shall be considered an original.
8.8. Modifications. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.
8.9. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
8.10. Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
8.11. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF ANY STATE OR JURISDICTION. ANY ACTION RELATED TO THIS AGREEMENT SHALL BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN SANTA CLARA COUNTY, CALIFORNIA AND LICENSEE HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.
Last updated: August, 2025
