Terms of Service

These Terms of Service (the "Terms") are an agreement between Spring Digital Commerce LLC, a Delaware limited liability company with its address at 2810 North Church Street, Wilmington, DE 19802, United States ("Falrow", "we", "us"), and the organisation that accepts them ("Customer", "you").

You accept these Terms by signing an order form that references them, by clicking to accept them when you create or join a workspace, or by using the Service. If you accept on behalf of an organisation, you confirm that you have authority to bind it. If you do not have that authority, or do not agree, do not use the Service.

Falrow is offered only to businesses, for business purposes. It is not offered to consumers, and you confirm that you are not acting as a consumer. Every User must be at least 18 years old.

The agreement consists of these Terms, any order form or written beta agreement signed by both parties (an "Order"), and the documents these Terms incorporate: the Data Processing Addendum, the Acceptable Use Policy and the AI & Agent Terms (together, the "Agreement"). If they conflict, the Order wins, then the Data Processing Addendum for anything about personal data, then these Terms, then the other policies.

• Service: the hosted Falrow application, including the web app, the REST API, the MCP server, integrations and any related documentation, as we make it available to you.
• Workspace: a tenant in the Service that holds your records, members and settings.
• User: a person you or a workspace owner or admin authorise to access your Workspace, such as an employee or contractor.
• Agent: any automated client, including an AI coding agent, script or bot, that accesses the Service with credentials issued to you or your Users.
• Customer Data: all data that you, your Users or your Agents submit to the Service, or that the Service imports on your instruction from a connected integration, including personal data.
• Output: content the Service's AI features generate for you from Customer Data.
• Usage Data: technical data about how the Service operates, such as request counts, error codes, token counts and performance metrics, that does not reveal the content of Customer Data.

We will make the Service available to you as described in the Agreement and the documentation. We may improve and change the Service. If we remove a feature you materially rely on, we will give you at least 30 days' notice where we reasonably can.

Beta. Until we announce general availability, the Service is a beta. Access is by invitation, features may be incomplete or change, and there is no service level commitment unless an Order includes one. During the beta the Service is provided "as is" under section 15. Please keep your own copies of anything you cannot afford to lose; the export tools make that straightforward.

Feedback. If you give us suggestions or feedback, we may use them without restriction or payment. Feedback does not include your Customer Data or your confidential information, and we will not name you as its source without your permission.

Self-hosted deployments. If we provide the Falrow software for you to run on your own infrastructure, the Order describes the licence. Sections about our hosting, subprocessors and security measures then apply only to what we actually operate.

You decide who your Users are and which role each has (owner, admin, member or viewer). You are responsible for your Users' compliance with the Agreement and for all activity in your Workspace, including activity by Agents using tokens or OAuth grants issued to your Users.

Keep passwords, API tokens and OAuth credentials confidential. Each User needs their own account. Tell us promptly at bas@falrow.com if you suspect unauthorised access, and revoke affected tokens and sessions in the Service.

Workspace owners can invite and remove Users, connect and disconnect integrations, and revoke Agent access. When a User leaves your organisation, remove them from the Workspace.

You own Customer Data. As between the parties, you keep all rights in Customer Data and in Output. You grant us a worldwide, non-exclusive, limited licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service for you, to prevent abuse, and to comply with law.

Personal data. Where Customer Data contains personal data, we process it as your processor (or service provider) under the Data Processing Addendum, which forms part of the Agreement and which you accept by accepting these Terms.

No sale and no training. We do not sell Customer Data, share it for cross-context behavioural advertising, or use it, or Output, to train or fine-tune any AI model, ours or anyone else's.

Usage Data. We may use Usage Data to operate, secure and improve the Service and to calculate fees and AI usage caps. We will not use it to identify you or any person to a third party, and we will not disclose it except in aggregated form that identifies neither you nor any person.

Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data and for having every right, notice and consent needed for us to process it under the Agreement. In particular:

• Meeting recordings and transcripts. Recording laws differ. Some US states and many countries require the consent of every participant before a call is recorded or transcribed. Before you import a recording, transcript or notetaker summary, make sure the people on the call were told and, where the law requires it, consented.
• Slack and other integrations. Connect only workspaces, channels and accounts you are authorised to connect, and tell the people whose messages Falrow will read that it does so.
• Client data. If you put your own clients' information in Falrow, make sure your contract with them allows you to use service providers like us.
• Prohibited data. Do not submit the categories of data the Acceptable Use Policy excludes, such as health data, payment card numbers or government identification numbers, unless we agree in writing.

You will use the Service in line with the Acceptable Use Policy and applicable law, and you will not: resell or sublicense the Service except as an Order allows; use it to build a competing product; reverse engineer it except where the law allows this; circumvent its security, rate limits or role checks; or use it in breach of US or other applicable export control and sanctions laws.

You confirm that neither you nor any User is located in, or ordinarily resident in, a country or region subject to comprehensive US sanctions, or is on a US government restricted-party list.

The Service includes optional AI features, and lets you connect your own Agents through the MCP server and the REST API. The AI & Agent Terms set out how they work and form part of the Agreement. In short: AI features are off unless enabled for your Workspace, Output can be wrong and needs human review before you rely on it, you are responsible for how you use Output, and you are responsible for the Agents you connect and the scopes you grant them.

The Service can connect to services that we do not operate, such as Slack, Sentry, meeting notetakers, Notion, your own databases and webhook endpoints, and AI providers you bring your own key for. You enable them, you choose what they can access, and your use of them is governed by your agreement with their provider. When you connect one, you instruct us to exchange Customer Data with it as needed for the integration to work.

We are not responsible for third-party services, for changes they make that break an integration, or for how they handle data you send them. If a third-party service stops being available on reasonable terms, we may stop supporting the integration.

During the beta, fees (if any) are those agreed with you in an Order before your teams start. If no fee is agreed, access is free of charge and either party can end it at any time.

Where fees apply: invoices are payable in US dollars within 30 days of the invoice date unless the Order says otherwise; fees exclude taxes, and you are responsible for sales, use, VAT, GST and similar taxes other than taxes on our net income (if you are in the EU and give us a valid VAT number, the reverse charge mechanism applies); and we may suspend the Service for invoices more than 30 days overdue after giving you at least 10 days' written notice.

We may change fees for a renewal term by telling you at least 30 days before it starts. A change in fees never applies to a period you have already paid for.

AI features that we pay for are subject to the monthly usage cap shown in your Workspace settings. If you bring your own model key, the model provider bills you directly.

We and our licensors own the Service, including its software, design, documentation and everything we create to provide it, and all intellectual property rights in them. Subject to the Agreement, we grant you a non-exclusive, non-transferable right during the term for your Users and Agents to access and use the Service for your internal business purposes.

Open-source components in the Service are licensed under their own licences, which take precedence for those components.

Nothing in the Agreement transfers ownership of Customer Data to us or of the Service to you.

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data and the terms of any Order ("Confidential Information"). The receiving party will use it only to perform under the Agreement, protect it with at least reasonable care, and disclose it only to its employees, contractors, advisers and subprocessors who need to know it and are bound by confidentiality obligations at least as protective.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party without a duty of confidence. A party may disclose Confidential Information when the law or a court requires it, after giving the other party prompt notice where the law allows, so the other party can seek protection. How we handle government requests for Customer Data is described in the Legal Notices.

We maintain the technical and organisational measures described on our Security page and in Annex II of the Data Processing Addendum, and we will not materially reduce the overall protection they give Customer Data during your term.

If we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Data, we will notify you without undue delay and in any event within 48 hours, and help you meet your own notification duties, as the Data Processing Addendum sets out.

The Agreement starts when you accept it and continues until terminated. An Order may set a subscription term; if it does not, the Agreement runs month to month.

You may terminate at any time, for any reason, by giving notice in the Service or by email to bas@falrow.com. Termination takes effect at the end of the notice period you choose, which will not be longer than two months, so you can complete any switch to another provider. Fees already paid for a fixed term are not refunded unless the Order says otherwise or we terminate for convenience.

We may terminate for convenience at the end of a subscription term, or at any time during a free beta, by giving at least 30 days' notice. Either party may terminate the Agreement if the other materially breaches it and does not cure the breach within 30 days of written notice.

Suspension. We may suspend access for a User, an Agent credential or the Workspace, to the minimum extent and for the minimum time needed, if their use poses an imminent security risk to the Service or to others, violates the Acceptable Use Policy, or is required by law. We will give notice in advance where we reasonably can, and otherwise promptly afterwards, and restore access once the cause is resolved.

Your data at the end. For 30 days after termination you can export Customer Data using the export tools or by asking us. If you ask, we will extend this once, for as long as reasonably needed to complete a switch. After that period we delete Customer Data from production systems within 30 days, and from backups as they expire on their normal cycle (no more than 35 days), unless the law requires us to keep it. The Switching & Data Export page explains the process, the formats and the timelines under the EU Data Act.

Sections about fees owed, Customer Data, intellectual property, confidentiality, disclaimers, indemnities, limitation of liability and governing law survive termination.

Each party warrants that it has the authority to enter into the Agreement. After general availability, we warrant that the paid Service will perform materially as described in its documentation; if it does not, and you tell us, we will use reasonable efforts to fix it, and if we cannot within 30 days you may terminate the affected Order and receive a refund of prepaid fees for the remaining term. That is your sole remedy for breach of this warranty.

Except as expressly stated in the Agreement, and to the maximum extent the law allows, the Service, the beta and all Output are provided "as is" and "as available". We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted or error free, or that Output will be accurate.

By us. We will defend you against any third-party claim alleging that the Service, as we provide it, infringes that party's intellectual property rights, and pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Output, third-party services, your Agents, combinations with things we did not provide, or use in breach of the Agreement. If the Service is or may be found infringing, we may modify it, obtain a licence, or terminate the affected Service and refund prepaid fees for the remaining term.

By you. You will defend us against any third-party claim arising from Customer Data, from your or your Users' or Agents' use of the Service in breach of the Agreement or the law, or from your use of Output, and pay damages and costs finally awarded or agreed in settlement.

The indemnified party must notify the other promptly, give it sole control of the defence and settlement (a settlement may not impose an admission or obligation on the indemnified party without its consent), and give reasonable help at the indemnifying party's expense.

To the maximum extent the law allows, neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data (other than our obligation to restore data from our backups), however caused, even if advised of the possibility.

Each party's total liability arising out of or relating to the Agreement will not exceed the fees you paid or owed for the Service in the 12 months before the event giving rise to the claim, or US$100 if no fees were payable.

These limits do not apply to your obligation to pay fees, to either party's indemnity obligations, to a party's breach of confidentiality (other than a breach relating to Customer Data, which is subject to the cap), to fraud, gross negligence or wilful misconduct, or to any liability that cannot be limited under applicable law.

The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, a party will notify the other in writing and the parties will try in good faith to resolve the dispute for 30 days. After that, each party submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware. Either party may seek urgent injunctive relief in any competent court to protect its intellectual property or Confidential Information.

Nothing in this section takes away rights that mandatory law gives a party in its own jurisdiction. The Standard Contractual Clauses in the Data Processing Addendum are governed by the law and courts they specify.

We may update these Terms, for example to reflect changes in the Service or the law. For a material change we will give at least 30 days' notice by email to workspace owners and in the Service, and the new version applies from the effective date shown. If you do not agree, you may terminate before it takes effect. For a subscription term you have prepaid, a material change applies from your next renewal unless the law or a security need requires it sooner.

The Service records which version of these Terms each workspace owner and User accepted and when.

• Notices. We send notices to the email address of your workspace owners. You send legal notices to bas@falrow.com, with a copy by post to Spring Digital Commerce LLC, 2810 North Church Street, Wilmington, DE 19802, United States.
• Assignment. Neither party may assign the Agreement without the other's consent, except to an affiliate or a successor in a merger, acquisition or sale of substantially all relevant assets, with notice to the other party.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Independent parties. The parties are independent contractors. The Agreement creates no partnership, agency or employment relationship, and no third-party beneficiaries.
• Publicity. We will not use your name or logo in marketing without your written permission.
• Entire agreement. The Agreement is the entire agreement about its subject and replaces earlier discussions. Terms in your purchase orders or other documents do not apply, even if we accept them.
• Severability and waiver. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in force. Not enforcing a provision is not a waiver.
• Electronic acceptance. Acceptance by click-through, electronic signature or email is as binding as a handwritten signature.
• US government users. The Service is commercial computer software and documentation provided with only the rights granted to all other customers under the Agreement.
• Language. The Agreement is written in English. Any translation is for convenience only.