Terms of Service

Applies to: foundryandgritllc.com, Fossaris, and related services provided by Foundry & Grit LLC

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Acceptance of These Terms

These Terms of Service ("Terms") are a binding agreement between you and Foundry & Grit LLC ("Foundry & Grit," "we," "us," or "our"). They govern access to and use of our websites, Fossaris, digital wallet pass tools, messaging features, campaign tools, video and content features, administrative tools, and any related products or services we make available (collectively, the "Services").

If you use the Services on behalf of a dealership, dealer group, company, or other organization (an "Organization"), you represent that you are authorized to bind that Organization to these Terms. In that case, "you" includes both you and the Organization.

2. Eligibility and Authorized Use

You may use the Services only if you are legally capable of entering into a binding agreement and are authorized by the applicable Organization. You are responsible for maintaining accurate account information, protecting credentials, completing required authentication or multi-factor authentication steps, and promptly reporting suspected unauthorized access.

Administrators are responsible for assigning appropriate access, removing access when a user no longer requires it, and ensuring that users under their control comply with these Terms. Platform, tenant, dealership, manager, and user permissions may differ, and users may access only the functions permitted by their assigned role.

3. Description of the Services

Fossaris is a dealership-focused software platform that may include digital wallet passes, customer communications, campaign creation and delivery, CSV and data import tools, customer and salesperson assignment, reply routing, reporting, engagement analytics, content and video delivery, administrative tools, and related features. Features may be added, modified, limited, suspended, or retired over time.

The Services do not replace an Organization’s legal, regulatory, records-management, customer-consent, CRM, DMS, or dealership compliance obligations. You remain responsible for how your Organization uses the Services and for the communications and content sent through them.

4. Customer Data, Uploaded Data, and Content

You may submit or cause to be submitted customer records, contact information, vehicle information, consent records, CSV files, campaign content, logos, images, videos, documents, and other information ("Customer Content"). You retain ownership of Customer Content, subject to the rights necessary for us to provide the Services.

You grant Foundry & Grit a limited, non-exclusive right to host, store, copy, transmit, display, transform, route, and otherwise process Customer Content solely as reasonably necessary to provide, secure, support, improve, and administer the Services and to comply with law.

You represent and warrant that you have all rights, permissions, notices, and consents required to provide Customer Content to us and to use it through the Services. You must not upload or use data obtained unlawfully, scraped data that you are not authorized to use, purchased marketing lists lacking appropriate consent, or content that infringes another party’s rights.

5. Privacy and Data Processing

Our Privacy Policy explains how Foundry & Grit collects and processes information. When Fossaris processes dealership customer information on behalf of an Organization, the Organization generally determines the purpose and lawful basis for that use and remains responsible for its own customer notices, consent practices, and legal obligations.

By using the Services, you acknowledge that information may be processed by third-party service providers as necessary to deliver the Services, including providers supporting telecommunications, email, cloud infrastructure, digital wallet functionality, authentication, analytics, storage, and similar operations.

6. SMS and Mobile Messaging Terms

6.1 Fossaris Messaging Program

Messages sent through Fossaris may include dealership customer communications, offers, reminders, service communications, appointment-related communications, pass-related notifications, follow-up messages, and other communications authorized by the recipient. Message frequency varies. Message and data rates may apply.

Recipients may reply STOP to opt out of future text messages from the applicable messaging program and may reply HELP for help. Other industry-standard opt-out keywords may also be honored where supported. After a valid opt-out, further non-exempt messaging must stop unless the recipient later provides new consent or applicable law permits the communication.

Wireless carriers are not liable for delayed or undelivered messages. Delivery is not guaranteed and may be affected by carrier filtering, handset status, network availability, recipient settings, provider policies, and other conditions outside Foundry & Grit’s control.

6.2 Consent and List Responsibility

You may send SMS or MMS messages only to recipients for whom you have the level of consent required by applicable law, carrier rules, and provider requirements. Consent to receive marketing text messages must not be required as a condition of purchasing goods or services where prohibited by law. You are responsible for retaining sufficient evidence of consent and for honoring revocations of consent.

You must not use Fossaris to send unsolicited bulk messages, spam, deceptive or misleading messages, messages to numbers obtained from unauthorized or purchased lists, or messages designed to evade carrier or provider filtering. You must not divide or rotate traffic in order to conceal messaging volume, identity, purpose, or noncompliant behavior.

6.3 Sender Identification and Content

You are responsible for ensuring that messaging content accurately identifies the relevant dealership or sender when required, is consistent with the recipient’s consent, and does not misrepresent the source, purpose, offer, or nature of a communication. You may not use misleading links, fraudulent calls to action, phishing techniques, or content prohibited by law, carriers, or our service providers.

7. Email Communications

You may use email features only for recipients you are legally permitted to contact. You are responsible for lawful list acquisition, accurate sender identification, truthful subject lines and content, required disclosures, honoring unsubscribe requests, and compliance with applicable anti-spam and marketing laws.

You must not use purchased, harvested, scraped, or otherwise unauthorized email lists. Where an unsubscribe mechanism is provided or legally required, you must not disable, obscure, circumvent, or ignore it. Email delivery, placement, opens, clicks, replies, and other engagement outcomes are not guaranteed.

8. Digital Wallet Passes

The Services may generate or manage passes intended for use with Apple Wallet, Google Wallet, or other supported wallet platforms. You are responsible for ensuring that content, marks, offers, terms, images, and customer information placed into a pass are accurate, lawful, and authorized.

Wallet functionality depends on third-party platforms and may be subject to separate terms, policies, technical rules, certificates, approvals, and program requirements imposed by Apple, Google, or other providers. Foundry & Grit does not control whether a third-party platform accepts, displays, updates, removes, suspends, or changes a pass or wallet feature.

9. Video, Images, and Other Media

If the Services permit recording, uploading, hosting, or sharing video, images, audio, or other media, you are responsible for obtaining any necessary permissions from individuals appearing in or contributing to that content and for ensuring that the content is lawful and appropriate for its intended business use.

You may not upload or distribute content that is unlawful, defamatory, deceptive, abusive, harassing, obscene, exploitative, infringing, malicious, or otherwise prohibited under these Terms or applicable provider policies.

10. Acceptable Use and Prohibited Conduct

You may not use the Services to violate law, infringe rights, create unreasonable security or compliance risk, or interfere with the operation of the Services. Prohibited conduct includes, without limitation:

• sending spam, unlawful telemarketing, unauthorized marketing, or communications lacking required consent;
• using deceptive sender identities, false claims, misleading offers, phishing, malware, or fraudulent links;
• attempting to bypass carrier, platform, provider, rate, abuse, or compliance controls;
• uploading data or content that you do not have the right to use;
• using the Services for unlawful discrimination, harassment, threats, exploitation, or other unlawful conduct;
• interfering with security, authentication, access controls, service availability, or another user’s account;
• reverse engineering or attempting to extract source code except to the limited extent such restriction is prohibited by law; and
• using the Services in a manner that could cause Foundry & Grit, a carrier, or a service provider to violate law or applicable platform or provider requirements.

11. Third-Party Services and Vendors

The Services rely on third-party products, networks, APIs, infrastructure, and service providers. These may include telecommunications providers such as Twilio, wallet platforms such as Apple Wallet and Google Wallet, email-delivery providers, cloud and storage providers, analytics providers, authentication providers, and other vendors used to operate Fossaris.

You agree not to use the Services in a way that would cause Foundry & Grit to violate applicable third-party terms, messaging policies, acceptable-use rules, technical requirements, or platform policies. Where a third-party service imposes requirements on traffic, content, consent, security, or use, we may enforce those requirements through the Services.

Third-party providers may change, suspend, restrict, filter, reject, or discontinue functionality without our control. Foundry & Grit may change vendors or technical integrations at any time where reasonably necessary to operate, secure, improve, or comply with requirements affecting the Services.

12. Campaigns, Records, and Compliance Evidence

You are responsible for reviewing campaign content, recipient selection, merge fields, assignments, and consent status before sending. Features that preview, validate, suppress, de-duplicate, route, or schedule messages are operational aids and do not shift legal responsibility from you to Foundry & Grit.

We may retain consent records, opt-out records, campaign metadata, delivery records, audit logs, security records, and other information reasonably necessary for service operation, compliance, abuse prevention, dispute resolution, billing, legal obligations, and enforcement of these Terms, subject to our Privacy Policy and applicable law.

13. Intellectual Property

The Services, including software, workflows, interface elements, branding, documentation, designs, and related intellectual property, are owned by Foundry & Grit or its licensors and are protected by applicable law. Except for the limited rights expressly granted in these Terms, no right, title, or interest in the Services is transferred to you.

You retain ownership of your trademarks, logos, data, and Customer Content. You are responsible for ensuring that use of third-party trademarks, logos, photographs, video, music, or other protected material is properly authorized.

14. Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant Foundry & Grit the right to use that feedback without restriction or compensation, provided we do not identify you publicly as the source without permission.

15. Fees and Billing

Fees, billing terms, included usage, overage charges, taxes, and payment obligations may be set forth in an order form, subscription agreement, invoice, or other written agreement between Foundry & Grit and the applicable Organization. If there is a conflict between these Terms and a signed agreement regarding fees or commercial terms, the signed agreement controls for that subject matter.

16. Suspension and Termination

We may suspend or restrict access to all or part of the Services when reasonably necessary to address nonpayment, security threats, suspected abuse, unlawful activity, excessive risk, carrier or provider complaints, messaging violations, third-party platform requirements, or a material breach of these Terms.

Where reasonably practicable, we will attempt to provide notice and an opportunity to cure, but immediate action may be taken when needed to protect recipients, users, Foundry & Grit, carriers, service providers, or the integrity of the Services.

Upon termination, access to the Services may end. Certain provisions that by their nature should survive termination will survive, including provisions concerning ownership, payment obligations, disclaimers, limitations of liability, indemnification, records, and dispute provisions.

17. Service Availability and Changes

We aim to provide reliable Services, but we do not guarantee uninterrupted or error-free operation. Maintenance, outages, provider failures, carrier filtering, platform changes, security events, internet failures, regulatory changes, or other circumstances may affect availability or performance.

We may modify the Services to improve functionality, security, compliance, or reliability, or to respond to vendor, carrier, platform, or legal requirements. We will use reasonable efforts to avoid materially disruptive changes where practicable.

18. No Guarantee of Communications or Results

Foundry & Grit does not guarantee that any message, email, pass, notification, or other communication will be delivered, displayed, opened, installed, clicked, viewed, or acted upon. Reporting and analytics may depend on third-party systems and may be delayed, incomplete, estimated, or affected by privacy settings, device behavior, provider limitations, or technical conditions.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." FOUNDRY & GRIT DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, EXCEPT TO THE EXTENT A WARRANTY CANNOT LAWFULLY BE DISCLAIMED.

FOUNDRY & GRIT DOES NOT PROVIDE LEGAL, REGULATORY, TAX, OR COMPLIANCE ADVICE. FEATURES DESIGNED TO SUPPORT CONSENT, OPT-OUTS, SUPPRESSION, RECORDKEEPING, OR CAMPAIGN REVIEW DO NOT GUARANTEE COMPLIANCE WITH ANY PARTICULAR LAW OR INDUSTRY RULE.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOUNDRY & GRIT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOUNDRY & GRIT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE APPLICABLE ORGANIZATION TO FOUNDRY & GRIT FOR THE SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

21. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Foundry & Grit and its affiliates, officers, employees, contractors, and licensors from claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from or relating to: (a) your Customer Content; (b) your communications, campaigns, offers, or uploaded recipient lists; (c) your failure to obtain or honor required consent; (d) your violation of law, carrier requirements, provider policies, or these Terms; (e) your infringement or misuse of another party’s rights; or (f) misuse of the Services by users under your control.

22. Governing Law and Venue

These Terms are governed by the laws of the State of Alabama, without regard to conflict-of-laws principles. Unless a separate written agreement provides otherwise, any dispute arising from these Terms or the Services will be brought in a court of competent jurisdiction located in Alabama, and the parties consent to personal jurisdiction and venue there, except where applicable law requires a different forum.

23. Changes to These Terms

We may update these Terms from time to time. The updated version will identify a new effective date. If a change is material, we may provide additional notice through the Services, by email, or by another reasonable method. Continued use of the Services after revised Terms become effective constitutes acceptance to the extent permitted by law.

24. General Terms

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent, except in connection with a permitted merger, acquisition, or sale of substantially all assets. Foundry & Grit may assign these Terms in connection with a reorganization, merger, acquisition, financing, or sale of assets.

These Terms, together with the Privacy Policy and any applicable signed order form, subscription agreement, or other written agreement, constitute the agreement governing your use of the Services for the matters they address. A signed agreement controls over these Terms to the extent of an express conflict.

25. Contact and Messaging Help

Questions about these Terms, the Services, or messaging support may be submitted through the contact or support channels published by Foundry & Grit or Fossaris. For SMS assistance, recipients may also reply HELP to the applicable messaging number. To stop text messages, recipients may reply STOP.