Terms of Service

These Terms of Service ("Terms") govern access to and use of Formaliq, a document automation, form-collection, and e-signature platform (the "Service") operated by Docufoundry LLC ("Docufoundry," "we," "us," or "our"), a Georgia limited liability company. By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

If you do not agree to these Terms, do not use the Service. See also our Privacy Policy, which is incorporated into these Terms by reference.

1. The Service

Formaliq lets organizations build document templates with dynamic fields, generate forms from those templates, collect submissions from form recipients, produce finished documents from that data, and route documents for electronic signature. The Service is intended for business use by organizations and their authorized users, not for personal, consumer, or household use.

2. Accounts and Organizations

To use most features of the Service you must create an account and an organization (or be invited to join one). You agree to provide accurate registration information and to keep your login credentials confidential. You are responsible for all activity that occurs under your account and for promptly notifying us of any unauthorized use.

Organization administrators can invite, manage, and remove members of their organization, and can configure templates, forms, and workspaces within that organization. Content and data within an organization is generally accessible to its authorized members according to the roles and permissions the organization configures.

3. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third party's rights (including privacy, intellectual property, or contractual rights);
• Upload or generate content that is unlawful, fraudulent, defamatory, or that you do not have the right to use or distribute;
• Collect personal data from form recipients or signers without a lawful basis or without providing them appropriate notice;
• Attempt to gain unauthorized access to the Service, other accounts, or systems, or to interfere with the Service's operation (including through scraping, load testing, or circumventing rate limits without authorization);
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except where applicable law permits it; or
• Use the Service to build a competing product or to resell the Service without our written consent.

4. Your Content and Data

"Customer Content" means the templates, form field configurations, form submissions, generated documents, and other content and data that you or your organization upload to, or create within, the Service, including personal data your organization collects from its own form recipients and signers.

As between you and Docufoundry, you and your organization retain all ownership rights in Customer Content. You grant Docufoundry a limited license to host, store, process, transmit, and display Customer Content solely to provide, maintain, and improve the Service, and as otherwise permitted under our Privacy Policy.

You are solely responsible for the accuracy, legality, and appropriateness of the Customer Content you and your organization submit to the Service, including obtaining any consents needed from the individuals whose personal data is collected through your templates, forms, and signature requests. With respect to personal data your organization collects from third parties (such as form recipients or signers) through the Service, you act as the data controller and Docufoundry acts as a data processor or service provider on your behalf, as described further in our Privacy Policy. Where the parties have executed a separate Data Processing Agreement, that agreement governs the processing of personal data within Customer Content and takes precedence over this Section 4 to the extent of any conflict.

If you provide us with suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without any obligation to you.

5. Confidentiality

Each party may have access to non-public business, technical, or pricing information of the other party ("Confidential Information"). Each party agrees to use the other's Confidential Information only as needed to perform under these Terms, and to protect it using at least the same degree of care it uses for its own similarly sensitive information, but no less than reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is independently developed without reference to the disclosing party's Confidential Information. This section does not limit either party's ability to disclose information as required by law or governmental order, provided reasonable notice is given where legally permitted.

6. Electronic Signatures

The Service allows documents to be signed electronically. By using the e-signature features, you consent to the use of electronic records and signatures, and you agree that electronic signatures executed through the Service are intended to have the same legal effect as handwritten signatures, to the extent permitted by applicable law (including the U.S. ESIGN Act and applicable state UETA laws, or equivalent laws in your jurisdiction). The Service records certain metadata about the signing process — including signer name and email, timestamps, IP address, browser/device information, and a hash of the signed document — to support the integrity and evidentiary value of the resulting audit trail. You are responsible for determining whether electronic signatures are legally sufficient for your particular use case; some document types or jurisdictions may require alternative execution methods.

7. Subscriptions, Fees, and Billing

Certain features of the Service require a paid subscription. Fees, billing frequency, and plan details are presented at signup or upgrade. Payment processing is handled by our third-party payment processor, Stripe; we do not store your full payment card details. Except as required by law or as otherwise stated at the time of purchase, fees are non-refundable. We may change our fees on a going-forward basis with reasonable notice. Failure to pay applicable fees may result in suspension or downgrade of your access to the Service.

8. Suspension and Termination

You may stop using the Service at any time. We may suspend or terminate your access to the Service if you breach these Terms, if required by law, or to protect the security or integrity of the Service, with notice where reasonably practicable. Upon termination, your right to use the Service ends, though certain provisions of these Terms (including ownership, disclaimers, limitations of liability, and dispute resolution) survive termination.

9. Service Availability

We aim to keep the Service available and reliable but do not guarantee uninterrupted or error-free operation. We may modify, suspend, or discontinue features of the Service, and may perform scheduled or emergency maintenance, with notice where reasonably practicable.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT DOCUMENTS GENERATED THROUGH THE SERVICE WILL BE LEGALLY SUFFICIENT, ACCURATE, OR ENFORCEABLE FOR YOUR PARTICULAR PURPOSE — YOU ARE RESPONSIBLE FOR REVIEWING GENERATED CONTENT AND, WHERE APPROPRIATE, CONSULTING QUALIFIED LEGAL COUNSEL.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOCUFOUNDRY AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID TO DOCUFOUNDRY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, BREACH OF SECTION 5 (CONFIDENTIALITY), OR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

12. Indemnification

You agree to indemnify and hold Docufoundry harmless from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from your Customer Content, your breach of these Terms, or your violation of any applicable law or third-party right.

We will indemnify and hold you harmless from any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's U.S. patent, copyright, or trademark, and will pay resulting damages and reasonable attorneys' fees finally awarded, provided you promptly notify us of the claim, give us sole control of its defense and settlement, and provide reasonable cooperation. This indemnity does not apply to claims arising from Customer Content, your combination of the Service with products not provided by us, or your use of the Service in violation of these Terms. If the Service becomes, or we believe is likely to become, the subject of such a claim, we may modify the Service, procure a license, or terminate your access and refund prepaid, unused fees, as our sole remedy.

13. General Provisions

Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, internet or utility outages, or acts of government.

Notices. Legal notices to Docufoundry must be sent to privacy@formaliq.com. Notices to you may be sent to the email address associated with your account and are deemed received when sent.

Entire Agreement; Severability; No Waiver. These Terms, together with our Privacy Policy and any executed Data Processing Agreement or order form, constitute the entire agreement between the parties regarding the Service. If any provision is found unenforceable, the remaining provisions remain in full effect. Our failure to enforce any provision is not a waiver of our right to do so later.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Georgia, USA, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Service will be subject to the exclusive jurisdiction of the state and federal courts located in Georgia, and you consent to personal jurisdiction in those courts.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or an in-product notice) before the changes take effect. Continued use of the Service after changes become effective constitutes acceptance of the updated Terms.

16. Contact

Questions about these Terms can be sent to privacy@formaliq.com.