Terms of Service

You accept these Terms by clicking to accept them, by signing an Order Form that refers to them, or by using the Service. If you accept for a company or other organization, you confirm that you have authority to bind it, and "you" means that organization.

If you and foly sign an Order Form, the Order Form controls where it conflicts with these Terms, but only for the Service it covers. A signed data processing agreement controls where it conflicts with these Terms on the processing of personal data. Terms in your purchase orders or similar documents do not apply, even if we accept the document.

• "Service" means the foly platform, including foly Desk, foly Coworker and foly Platform, the foly desktop app, our APIs and integrations, and related documentation and support.
• "User" means a person you allow to use the Service under your account, such as your employees and contractors.
• "Customer Data" means the data you and your Users submit to the Service or connect it to, including CRM records, emails, call recordings, transcripts, documents, calendar data, website visitor data and information from your connected systems.
• "Output" means content the Service generates for you from Customer Data, such as notes, summaries, scores, drafts and research.
• "AI Coworker" means a foly Coworker or other automated agent in the Service that you configure to perform tasks, such as placing calls, sending messages or updating records.
• "Order Form" means an ordering document or online checkout, signed or accepted by both parties, that names the Service, the subscription term and the fees.
• "Pricing Schedule" means the prices published by foly for the Service, or the prices in your Order Form.

• Each User needs their own login. Logins may not be shared.
• Workspace owners and administrators control who has access, what role each User holds, and which integrations, AI Coworkers and features are turned on. You are responsible for your Users and for everything done under your account, other than actions caused by foly's breach of these Terms.
• Keep passwords, API keys and connection credentials secure. Tell us promptly at legal@foly.com if you believe they have been compromised. Multi-factor authentication is available and we recommend it.
• Keep your account and billing information accurate and current.

• You will pay the fees in your Order Form or the Pricing Schedule. Online payments are processed by our payment processor.
• Usage-based charges. Some features are metered, such as AI Coworker activity, calling minutes, phone numbers and other usage. They are charged at the rates in the applicable Pricing Schedule or Order Form and billed as described there.
• Fees do not include taxes. You are responsible for taxes on your purchases, other than taxes on foly's income.
• If undisputed fees remain unpaid after we give you written notice, we may suspend the Service under section 17 until they are paid. If you dispute a charge in good faith, tell us before it is due and we will work with you to resolve it.
• We will give you notice of a fee change before it takes effect. A change applies from your next billing period or renewal term, unless an Order Form says otherwise.

Monthly subscriptions

You may cancel a monthly subscription at any time. Cancellation takes effect at the end of the current billing period, and you keep access through the period you have paid for. We do not refund unused time in a billing period.

Annual subscriptions

An annual subscription is a commitment for the agreed term. Ending it early does not by itself cancel the fees for the rest of the term. An annual subscription renews for another term of the same length unless either party gives notice of nonrenewal at least 30 days before the term ends, unless an Order Form says otherwise. An enterprise Order Form may set different commitment, renewal and cancellation terms.

Refunds

Fees are nonrefundable, except where the law requires a refund, where we expressly agree to one in writing, or where these Terms provide one. If you terminate these Terms because foly materially breached them and did not cure the breach under section 17, we will refund the prepaid fees for the unused part of the affected subscription period.

Your ownership

You own your Customer Data, including your CRM records, emails, call recordings, transcripts, documents and information from your connected systems. As between you and foly, you also own the Output generated for you. These Terms do not give foly ownership of Customer Data.

How we use Customer Data

You permit foly to host, copy, process, transmit and display Customer Data only as needed to provide, maintain, secure and support the Service for you, to prevent abuse, and to comply with law. Our Privacy Policy and any data processing agreement between us describe this processing in more detail.

Aggregated and de-identified information

foly may create and use aggregated or de-identified information about how the Service operates, such as usage counts, performance and reliability measures, and whether features work well, to run, measure and improve the Service and to develop product functionality. This information will not identify you, your Users or any individual, and we will use safeguards designed to prevent anyone from re-identifying individuals or reconstructing your confidential information from it. We will not disclose it in a form that identifies you.

AI model training

• foly will not use identifiable call recordings, transcripts or other Customer Data to train generalized AI models unless you explicitly authorize it.
• Training is optional. Declining it will not limit your access to the core Service.
• You can withdraw an authorization at any time. Withdrawal applies to future training use.
• Information received from Google APIs is used only as allowed by the Google API Services User Data Policy, including its Limited Use requirements, whatever else this section permits. It is never used to train generalized AI or machine learning models.

Your responsibilities

You are responsible for having the rights, notices and consents the law requires for the Customer Data you bring into the Service, and for the people it describes. You can export your data and delete your account or organization from settings, as described in the Privacy Policy.

The Service works with systems you already use, such as CRMs, email and calendar accounts, phone systems, workplace messaging and AI assistants. When you connect one, you authorize foly to read from it and, where you allow, write to it on your behalf, within the permissions you grant. Your use of a connected service is governed by its own terms. foly is not responsible for connected services, their availability or what they do with data you send them. If a connected service changes or stops working with the Service, foly may change or stop the affected feature.

The Service can place and receive phone calls, provide phone numbers, record and transcribe calls, send email and text messages, and run AI voice agents. Whether calls are recorded depends on your organization's settings, which your administrators control, including the disclosure callers hear.

Your responsibilities

You decide whom to call, text and email, and what to say. You are responsible for complying with the laws that apply to your calls and messages, including call recording and consent laws, telemarketing and do-not-call rules, calling-hour limits, consent rules for text messages, caller identification rules, and rules on artificial or AI-generated voices. You must not spoof caller ID, contact people who have asked not to be contacted, or call, record or message anyone without a consent the law requires.

foly's controls

The Service includes controls such as recording disclosures, consent checks, do-not-call flags from your CRM and calling windows. foly will operate these controls as described in our documentation and as you configure them. They help you comply, but they are not legal advice, and turning them on does not by itself make a call or message lawful. If a control does not work as documented because of a defect in the Service, that is foly's responsibility under these Terms, not yours.

• AI features, including AI Coworkers, coaching, scoring, drafting and research, generate Output automatically. Output can be inaccurate or incomplete. Review it before relying on it, and use the approval settings the Service provides for actions such as sending email, placing calls or updating records.
• Customer-authorized actions. You configure each AI Coworker, including its instructions, voice, scripts, data access, approval rules and the systems it may act in. Actions an AI Coworker takes within the configuration, permissions and approvals you or your Users set are taken on your behalf, and you are responsible for them.
• foly's commitments. foly is responsible for making AI Coworkers respect the configuration, permission limits, approval rules and security commitments that the Service provides. If an AI Coworker takes an action outside those limits because of a defect in the Service, or because foly breached its security obligations, that action is not a customer-authorized action, and foly is responsible for it under these Terms.
• AI features rely on AI service providers and on models foly hosts, as described in the Privacy Policy.

• foly may provide APIs and connectors that let your systems and AI tools work with the Service. Access is limited to the permissions and roles you grant, and you are responsible for the tools and people you give access to.
• Call content is available to outside AI tools and API clients only if a workspace owner turns on call-content sharing. It is off by default. Once content leaves the Service to a tool you connect, that tool's terms apply.
• Do not exceed rate limits, share credentials outside your organization, or try to reach data or features you have not been granted.
• foly may change or retire API features. We will give reasonable advance notice of changes that remove functionality you use, unless a change is needed for security or legal reasons.

If you install the foly tracking script on your websites, you are responsible for telling your visitors about it, for obtaining any consent the law requires for its cookie and data collection, and for configuring your forms so they do not send sensitive information. The Privacy Policy describes what the script collects.

You and your Users must not:

• break the law, or infringe or misappropriate anyone's rights;
• send spam, or harass, threaten or deceive the people you contact, including by impersonating another person or business;
• upload malware, or interfere with the Service or its security, including by probing, scanning or testing it without foly's written permission;
• copy, resell, sublicense or reverse engineer the Service, except where the law allows it despite this limit, or use it to build a competing product;
• collect data through the Service in ways that break the terms of the source it comes from;
• put payment card numbers, government identifiers or health information into the Service unless foly agrees in writing;
• let anyone under 18 use the Service.

Security issues can be reported to legal@foly.com. We will not treat good-faith reports made to that address as a breach of this section.

foly grants you a limited, non-exclusive, non-transferable, non-sublicensable license, for the subscription term, to install and use the foly desktop app on devices used by your Users, only for your use of the Service. The app can update itself. It asks for microphone and system audio access so it can transcribe calls you start. These Terms govern the app; app store terms apply only to the extent they must.

foly owns the Service and the software, models, algorithms, infrastructure, designs, documentation and other technology it develops independently of Customer Data, including improvements to them. These Terms give you no rights in them beyond the right to use the Service as described here. If you send foly feedback, foly may use it without obligation to you, but feedback does not give foly any rights in your Customer Data or Confidential Information.

"Confidential Information" means non-public information one party (the "discloser") gives the other (the "recipient") that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Data is your Confidential Information. Non-public details of the Service and its pricing are foly's.

Confidential Information does not include information that is or becomes public through no fault of the recipient, that the recipient already knew or lawfully receives from someone else without a duty of confidence, or that the recipient develops independently.

The recipient will use the discloser's Confidential Information only to perform under or exercise its rights under these Terms, will protect it with at least reasonable care, and will share it only with its employees, contractors, service providers and advisers who need it for that purpose and are bound by confidentiality duties at least as protective as these. If the law requires the recipient to disclose Confidential Information, it will give the discloser prompt notice where allowed, so the discloser can seek protection, and will disclose only what is required.

These duties last for the term of these Terms and three years after it ends, and for trade secrets and Customer Data for as long as they remain confidential. On request after termination, the recipient will delete the discloser's Confidential Information, except copies kept in routine backups or as required by law, which stay subject to this section until deleted.

foly maintains administrative, technical and physical safeguards designed to protect Customer Data, including encryption and access controls that keep workspaces separate. We will not materially reduce the overall security of the Service during your subscription term. If foly becomes aware of unauthorized access to your Customer Data in foly's systems, we will notify you without undue delay and give you the information you reasonably need to meet your own obligations.

Where foly processes personal data in Customer Data on your behalf, foly acts as your processor or service provider, and any data processing agreement signed between us governs that processing. To request one, contact legal@foly.com.

• Suspension. foly may suspend access, in whole or in part, if needed to prevent harm to the Service, other customers or the public, if your use breaks section 8 or section 12, or under section 4 for unpaid fees. We will tell you in advance where we reasonably can, limit the suspension to what is needed, and restore access once the cause is resolved.
• Termination for breach. Either party may terminate these Terms or the affected Order Form by written notice if the other party materially breaches them and does not cure the breach within 30 days after receiving written notice describing it.
• Other termination. You may stop using the Service at any time; fees for the current term are handled under section 5. A workspace owner can schedule deletion of the organization in settings, which can be cancelled for 30 days and then runs.
• Effect. When these Terms end, your right to use the Service ends, and you will pay any fees owed. You can export your data from settings before your organization is deleted. After that, foly deletes Customer Data as described in the Privacy Policy.
• Sections 6 (ownership and responsibilities), 14, 15, 19, 20, 21 and 23, and any fees owed, survive termination.

foly warrants that, during your paid subscription term, the Service will perform materially as described in its documentation. If it does not, tell us and we will use reasonable efforts to correct it. If we cannot within a reasonable time, either party may terminate the affected Service and foly will refund the prepaid fees for the unused part of the subscription period. This is your sole remedy for breach of this warranty.

Except as expressly stated in these Terms, the Service is provided "as is" and "as available". To the extent the law allows, foly disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. foly does not warrant that the Service will be uninterrupted or error free, that Output will be accurate, or that the Service will make your calls, messages or business practices lawful. The Service does not provide legal advice.

Excluded damages

To the extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue or goodwill, arising out of these Terms, even if it was told they were possible.

General cap

To the extent the law allows, each party's total liability arising out of these Terms is limited to the fees paid or payable by you to foly for the Service in the 12 months before the event giving rise to the liability (the "General Cap"). If you use the Service without paying fees, the General Cap is US$10,000.

Enhanced cap

For a party's breach of section 15 (Confidentiality), foly's breach of its data protection and security obligations in section 16 or a data processing agreement, and each party's obligations under section 20 (Indemnification), that party's total liability is limited to two times the General Cap (the "Enhanced Cap"). The Enhanced Cap is separate from, and not reduced by amounts paid under, the General Cap.

Not limited

Nothing in these Terms limits liability for fraud, willful misconduct, your obligation to pay fees owed, or any liability that cannot be limited under applicable law.

By you

You will defend foly against any third-party claim, and pay the damages, fines, settlements and reasonable costs finally awarded or agreed in it, to the extent the claim arises from:

• your or your Users' use of the Service in breach of law or of section 12;
• your failure to obtain a calling, messaging or recording consent, or to give a notice, that the law requires;
• Customer Data that you had no right to provide or that infringes or misappropriates a third party's rights; or
• an action taken by an AI Coworker within the configuration, permissions and approvals you set, where that configuration or action breaks the law or these Terms.

You have no obligation for any claim to the extent it arises from foly's breach of these Terms, foly's negligence or misconduct, or a defect in the Service, including a control that did not work as documented.

By foly

foly will defend you against any third-party claim that the Service, used as authorized under these Terms, infringes or misappropriates that party's intellectual property rights, and will pay the damages, settlements and reasonable costs finally awarded or agreed in it. If the Service is, or foly believes it may be, subject to such a claim, foly may at its option and expense get you the right to keep using it, modify it so it no longer infringes without materially reducing its functionality, or, if neither is commercially reasonable, terminate the affected Service and refund the prepaid fees for the unused part of the subscription period.

foly has no obligation for a claim to the extent it arises from Customer Data, from your combination of the Service with products or data foly did not provide, from modifications foly did not make, from a connected third-party service, or from your use of the Service in breach of these Terms.

Procedure

The party seeking defense will give the other prompt written notice of the claim (a delay only reduces the obligation to the extent it causes prejudice), let the defending party control the defense and settlement, and cooperate reasonably at the defending party's expense. The defending party may not settle a claim in a way that admits fault for, or imposes obligations other than payment on, the other party without its written consent, which it will not unreasonably withhold. The other party may join with its own counsel at its own cost. This section states each party's entire obligation, and the other party's exclusive remedy, for the third-party claims it covers.

These Terms are governed by the laws of the State of Michigan, United States, 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 a lawsuit, a party will notify the other in writing of the dispute, and the parties will try in good faith to resolve it through negotiation for 30 days after that notice. If the dispute is not resolved, it will be decided exclusively by the state courts located in Kent County, Michigan, or the federal courts serving Kent County, and each party consents to their jurisdiction and venue. These Terms do not require arbitration.

Either party may seek an injunction or other equitable relief at any time, in any court with jurisdiction, to protect its intellectual property or Confidential Information or to prevent irreparable harm, without waiting for the negotiation period.

foly may update these Terms. We will post the new version on this page and update the effective date. For a material change, we will give at least 30 days' notice by email or in the Service before it takes effect, unless the change is required by law sooner. If you do not agree to a material change, you may cancel before it takes effect. Changes do not alter a signed Order Form during its current term.

• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets or the business to which these Terms relate, with notice.
• Notices. Legal notices to foly go to legal@foly.com. Notices to you go to the email address on your account. Email notices are effective when sent, unless they bounce.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than your payment obligations.
• Export and sanctions. Each party will comply with export control and sanctions laws that apply to it. You will not use the Service in, or make it available to anyone in, a country or person subject to US sanctions.
• Relationship. The parties are independent contractors. There are no third-party beneficiaries of these Terms.
• Entire agreement. These Terms, the Order Forms and any data processing agreement are the parties' entire agreement on their subject and replace earlier agreements on it.
• Severability and waiver. If a provision is unenforceable, it will be enforced to the maximum extent allowed and the rest stays in effect. A failure to enforce a provision is not a waiver.

foly, llc. Email for legal, privacy, security and contract questions and notices: legal@foly.com.