These Terms of Service ("Terms") govern access to and use of the Foundry360 platform, including our websites, IoT device management tools, GIS mapping services, analytic dashboards, data warehouse products, and any related applications or services (collectively, the "Service"), provided by Foundry360 ("Foundry360", "we", "us", or "our"). By accessing or using the Service, or by executing an order form, enterprise license agreement, or statement of work that references these Terms, you ("Customer", "you") agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
1. The Service
Foundry360 provides a cross-domain telematics and data intelligence platform, offered under one or more of the following commercial models as described on our Pricing page: Enterprise Licensing (on-premise or hybrid deployment), SaaS Subscription (fully hosted), and Custom Build engagements. The specific scope, deployment model, service levels, and fees applicable to your use of the Service are set out in the applicable order form or enterprise agreement ("Order"), which forms part of these Terms.
2. Accounts and Eligibility
You must provide accurate, current, and complete information when registering for or requesting access to the Service, and you are responsible for maintaining the confidentiality of any login credentials and API keys issued to your organization. You are responsible for all activity that occurs under your account, except to the extent caused by our failure to meet our security obligations under these Terms.
3. Customer Data
"Customer Data" means the telemetry, sensor, geospatial, operational, and other data that you or your authorized users submit to, or that is generated through your use of, the Service. As between the parties, you retain all right, title, and interest in and to Customer Data. You grant Foundry360 a limited license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service, and as otherwise instructed by you. We act as a data processor (or service provider, as applicable under relevant data protection law) with respect to any personal data contained in Customer Data, and will process such data in accordance with the applicable Order and our Privacy Policy.
4. Acceptable Use
You agree not to, and not to permit any user to:
- Use the Service to violate any applicable law or regulation, or the rights of any third party;
- Reverse engineer, decompile, or attempt to derive the source code of the Service, except as permitted by law;
- Interfere with or disrupt the integrity, security, or performance of the Service or its underlying infrastructure;
- Attempt to gain unauthorized access to the Service, other accounts, or connected devices and networks;
- Use the Service to transmit malicious code, or to process data you are not authorized to process; or
- Resell, sublicense, or provide the Service to any third party outside your organization without our prior written consent, except as expressly permitted under your Order.
5. Fees and Payment
Fees for the Service are set out in the applicable Order and are payable in accordance with the payment terms stated there. Except as otherwise specified, fees are non-refundable, and are exclusive of applicable taxes, duties, and levies, which are your responsibility. Late payments may accrue interest and may result in suspension of the Service after prior written notice.
6. Intellectual Property
Foundry360 and its licensors retain all right, title, and interest in and to the Service, including all underlying software, platform architecture, documentation, and any improvements, updates, or derivative works thereof, excluding Customer Data. Nothing in these Terms transfers any ownership rights to you other than the limited right to access and use the Service as expressly permitted.
7. Confidentiality
Each party may have access to non-public information of the other party in connection with the Service ("Confidential Information"). Each party agrees to use the other party's Confidential Information only as necessary to perform its obligations under these Terms, and to protect it using at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care.
8. Service Availability
For SaaS Subscription deployments, we will use commercially reasonable efforts to make the Service available in accordance with the service levels (if any) set out in your Order. For Enterprise Licensing (on-premise or hybrid) deployments, availability of the Service depends on infrastructure operated by you or your designated hosting provider, and Foundry360's obligations are limited to providing the licensed software and any agreed support services.
9. Warranties and Disclaimers
Each party represents that it has the legal authority to enter into these Terms. Except as expressly stated in an Order, the Service is provided "as is" and Foundry360 disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.
10. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the Service. Each party's total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by Customer to Foundry360 in the twelve (12) months preceding the event giving rise to the claim, except in each case for liability arising from a party's gross negligence, willful misconduct, or breach of the confidentiality obligations in Section 7.
11. Term and Termination
These Terms remain in effect for as long as you have an active Order or continue to access the Service. Either party may terminate an Order as set out therein, including for uncured material breach following written notice. Upon termination, your right to access the Service ceases, and we will make Customer Data available for export for a reasonable period thereafter, as further described in your Order or upon written request.
12. Governing Law
These Terms are governed by the laws of Malaysia, without regard to its conflict of law principles, unless otherwise agreed in writing in an applicable Order. The courts of Malaysia will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, except where mandatory local law provides otherwise.
13. Changes to These Terms
We may update these Terms from time to time to reflect changes to the Service or for legal, regulatory, or operational reasons. If we make material changes, we will provide reasonable notice, such as by posting an updated version on this page and updating the "Last updated" date above, or by direct notice to enterprise customers where required under an applicable Order.
14. Contact Us
If you have questions about these Terms, please contact us at [email protected] or via our enterprise contact form.