This Software License Agreement ("Agreement") is a legal agreement between you ("Licensee," "you," or "your") and FoundFirst, LLC ("Licensor," "we," "our," or "us") for the use of the FoundFirst platform and related services ("Software").
Subject to the terms of this Agreement and payment of applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to access and use the Software during the subscription term solely for Licensee's internal business purposes.
The Software is provided as a Software-as-a-Service (SaaS) solution. Licensee accesses the Software via the internet through a web browser. No software is installed on Licensee's systems, and Licensor hosts and maintains all necessary infrastructure.
The license extends to Licensee's employees and authorized contractors who need access to use the Software on Licensee's behalf. Licensee is responsible for ensuring all authorized users comply with this Agreement.
Licensee shall not:
The Software, including all intellectual property rights therein, is and shall remain the exclusive property of Licensor. This Agreement does not convey any ownership rights in the Software. All rights not expressly granted herein are reserved by Licensor.
If Licensee provides suggestions, ideas, or feedback regarding the Software, Licensor may use such feedback without obligation or compensation to Licensee.
Licensee retains all rights in data uploaded to or generated through the Software ("Licensee Data"). Licensee grants Licensor a limited license to use Licensee Data solely to provide the Software services.
The Software may integrate with third-party services, including but not limited to Google Business Profile APIs. Use of such integrations is subject to the terms and conditions of those third-party services. Licensor is not responsible for the availability, accuracy, or functionality of third-party services.
Each party may have access to confidential information of the other party. Confidential information includes any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.
Each party agrees to protect the other party's confidential information using the same degree of care used to protect its own confidential information, but no less than reasonable care. Neither party shall disclose confidential information except as necessary to perform under this Agreement.
Licensor may update, modify, or enhance the Software from time to time. Such updates may be automatically applied. Licensor will endeavor to provide advance notice of material changes that may affect Licensee's use of the Software.
This Agreement is effective upon Licensee's acceptance and continues for the duration of Licensee's subscription, unless terminated earlier in accordance with this Agreement.
Either party may terminate this Agreement: (a) upon thirty (30) days' written notice for convenience; or (b) immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
Upon termination, Licensee's right to access and use the Software immediately ceases. Licensee may request export of Licensee Data within thirty (30) days of termination. Sections that by their nature should survive termination shall survive, including intellectual property, confidentiality, and limitation of liability provisions.
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
LICENSOR'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Licensee agrees to indemnify, defend, and hold harmless Licensor from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Licensee's use of the Software in violation of this Agreement; (b) Licensee Data; or (c) Licensee's violation of applicable laws or third-party rights.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising from this Agreement shall be resolved in the state or federal courts located in Delaware.
This Agreement, together with the Terms of Service, Privacy Policy, and Sales Agreement, constitutes the entire agreement between the parties regarding the subject matter hereof.
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
Licensee may not assign or transfer this Agreement without Licensor's prior written consent. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
For questions about this Software License Agreement, please contact us at:
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