Terms of Service

1Definitions and interpretation

Agent

Any third-party software agent, assistant or model which you install, connect or otherwise cause to interact with the Application or the Workspace.

Content

The records, documents, files, images and other material created, stored or modified by you, or by an Agent acting upon your instruction, within the Workspace.

Open Source Licence

Any licence approved by the Open Source Initiative under which we publish a release of the Application, as identified in the licence file accompanying that release.

Workspace

The directory on your device which you designate for use by the Application, together with its subdirectories.

Headings are for convenience only and do not affect interpretation. The expressions "including", "in particular" and "for example" are illustrative and do not limit the generality of the words preceding them. A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time. The singular includes the plural and vice versa.

2Who we are

The Services are supplied by:

3The Application

The Application is a macOS software application which presents the contents of a Workspace as a project board and permits Agents to read from and write to the same files. It executes locally upon your device. It requires no account, no registration and no payment.

3.1 Pre-release status

The Application is pre-release software. It is supplied for evaluation. Functionality may be altered, suspended or withdrawn in any subsequent release without notice, and you should not rely upon the continued availability of any particular feature. Pre-release software may contain defects which result in the loss, corruption or unintended modification of data.

You must be at least 16 years of age to use the Services.

4Licence to use the Application

Where a release of the Application is published under an Open Source Licence, that licence governs your rights in the code of that release and prevails over this section to the extent of any inconsistency. The licence file distributed with the release is authoritative.

Where no Open Source Licence applies, we grant you a personal, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and run the Application upon devices which you own or control, for your own purposes, subject to these Terms.

Except to the extent permitted by an applicable Open Source Licence or by law, you must not: sell, rent, lease, sublicense or otherwise commercially exploit the Application; remove, obscure or alter any proprietary notice; or represent the Application as your own work or as endorsed by us.

The Application may incorporate third-party components supplied under their own licence terms. Those terms govern those components, and are reproduced or referenced in the materials accompanying the release.

5Your Content

As between you and us, all right, title and interest in the Content remains vested in you. We assert no ownership of the Content, take no licence over it, and do not receive it. The Content is stored as ordinary files within a Workspace under your exclusive control. See the Privacy Policy.

You are solely responsible for the Content, including for ensuring that you hold all rights necessary to store and process it and that doing so does not infringe the rights of any third party or contravene any applicable law.

6Agents and third-party services

The Application provides functionality permitting you to transmit Content to, and to grant access to the Workspace to, Agents and other third-party services. Such Agents and services are supplied by third parties upon their own terms and at their own prices. We do not control them, do not endorse them, are not responsible for their acts or omissions, their availability, their accuracy, their charges or the consequences of their use, and their output is not attributable to us.

An Agent granted access to a Workspace is technically capable of reading, modifying and deleting every file within it. The determination of which Agent to employ, and of what material to place within a Workspace to which it has access, is yours alone, and the consequences of that determination are yours alone.

You are responsible for compliance with the terms of any third-party service you elect to use in conjunction with the Application, and for any charge such a service levies.

7Acceptable use

You must not use the Services to:

• contravene any applicable law or regulation, or facilitate the contravention of any applicable law or regulation by another person
• infringe the intellectual property rights, privacy rights or other rights of any person
• attack, disrupt, overload, probe or attempt to gain unauthorised access to our systems or to the systems of any other person
• introduce or transmit any virus, worm, malicious code or other harmful material
• misrepresent the Application as your own work, or as endorsed by, affiliated with or supported by us
• submit an electronic mail address other than your own, or otherwise impersonate another person
• circumvent or attempt to circumvent any technical limitation or security measure of the Services

We may, without liability, suspend or withdraw access to the Website where we reasonably consider that you have breached this section.

8Our intellectual property

All right, title and interest in and to the FoundsBoard name, logo, trade marks, trade dress and the design, text and layout of the Website vest in us or in our licensors, and are reserved. No right or licence in respect of them is granted to you save as expressly set out in these Terms.

An Open Source Licence granted in respect of the code of the Application does not constitute a licence of any trade mark, name, logo or branding, and confers no right to use the same.

9Availability, updates and support

We may modify, suspend or discontinue the Website, or any release or feature of the Application, at any time and without notice. We are under no obligation to issue updates, corrections or new releases, nor to provide support, maintenance or any service level.

A copy of the Application already installed upon your device will continue to operate according to its terms irrespective of whether we continue to publish the Application, subject to the continued compatibility of your operating system, which is not within our control.

Submission of an electronic mail address to the waitlist does not constitute a purchase, a contract for the supply of goods or services, or a reservation, and confers no entitlement to access the Application upon any particular date or at all.

10Disclaimer of warranties

The Application is pre-release software which writes to a directory of your files. You should not permit it to hold the only copy of any material whose loss would be of consequence to you.

If you are a consumer, this section applies only to the extent permitted by the Consumer Rights Act 2015 and other applicable consumer protection legislation, and does not affect your statutory rights.

11Limitation of liability

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any other liability which cannot lawfully be excluded or limited.

That limit is set by reference to the facts that the Application is supplied free of charge and that we hold no copy of your Content. Were either to cease to be the case, this section would be revised accordingly.

Each provision of this section operates separately. If any part is held unenforceable, the remaining parts continue in effect.

12Indemnity

Where you use the Services otherwise than as a consumer, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including reasonable legal costs) suffered or incurred by us arising out of or in connection with your breach of these Terms, your use of the Services in contravention of the section headed "Acceptable use", or any claim that Content infringes the rights of a third party.

13Term and termination

These Terms take effect upon your first use of the Services and continue until terminated. You may terminate at any time by ceasing to use the Services and removing the Application from your devices. We may terminate the licence granted under the section headed "Licence to use the Application" where you materially breach these Terms.

Termination does not affect the Content, which remains upon your device and under your control. The sections headed "Your Content", "Our intellectual property", "Disclaimer of warranties", "Limitation of liability", "Indemnity" and "Governing law and jurisdiction", and any other provision which by its nature is intended to survive, continue in effect following termination.

14Amendment of these Terms

We may amend these Terms from time to time. Where an amendment materially disadvantages you, we will publish it upon this page not less than 30 days before it takes effect. Your continued use of the Services after an amendment takes effect constitutes acceptance of the amended Terms. If you do not accept an amendment, you must cease using the Services.

15General

Entire agreement

These Terms, together with the Privacy Policy and any applicable Open Source Licence, constitute the entire agreement between you and us in relation to the Services and supersede all prior statements and understandings. Nothing in this clause limits liability for fraudulent misrepresentation.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force.

Waiver

No failure or delay in exercising any right under these Terms operates as a waiver of it, and no single or partial exercise precludes any further exercise.

Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign or transfer our rights and obligations, including upon a reorganisation or transfer of business, provided that this does not adversely affect your rights.

Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

Force majeure

We are not liable for any failure or delay in performance arising from any cause beyond our reasonable control.

Notices

Notices to us should be sent to legal@foundsboard.com or to the registered address stated above. Notices to you may be given by publication upon the Website or, where we hold an address for you, by electronic mail.

Export and sanctions

You must not use or export the Application in contravention of any applicable export control or sanctions law, and you represent that you are not located in, or ordinarily resident in, a territory subject to comprehensive sanctions.

16Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

If you are a consumer resident outside England and Wales, you retain the benefit of any mandatory provision of the law of your country of residence, and you may bring proceedings in the courts of that country where the law of that country so provides.

17Contact

Legal notices and enquiries should be addressed to legal@foundsboard.com. All other enquiries should be addressed to hello@foundsboard.com.