Legal
Terms of Service
01 The agreement
These Terms of Service (“Terms”) are a contract between you and Valhalla Innovations LLC, doing business as FranCloud (“FranCloud,” “we,” “us”). By accessing the website, buying a report, signing an order form, or using any FranCloud product, you agree to these Terms. If you’re agreeing on behalf of a company, you represent that you’re authorized to bind it. An order form you sign with us, together with these Terms, is the agreement for that order. Where they conflict, the order form controls. Terms printed on or referenced by your purchase order do not apply.
02 Accounts
You’re responsible for your account, your credentials, and everything done under your login. Keep your password secure and tell us promptly if you suspect unauthorized use. Provide accurate information and keep it current. Accounts are for the organization that registered them; don’t share seats outside your agreement.
03 Plans & billing
- Reports are one-time purchases at the price quoted before you pay.
- Subscriptions renew automatically each term unless cancelled before renewal. Fees are scoped on your order form.
- Professional services are one-time engagements whose scope, deliverables and fees are set out in an order form. Section 04 applies to them.
- Fees are non-refundable except where required by law or stated in your order form. Taxes are your responsibility unless noted.
- Invoices are due as stated on your order form. Late amounts accrue interest at 1.5% per month, or the highest lawful rate if lower, and we may pause services until they are paid.
- We may change list pricing prospectively; changes don’t affect the current paid term.
04 Professional services
Some orders are for defined research and data services (“Professional Services”) rather than access to the product. For these:
- Scope. The services and deliverables are those listed in the order form. Quantities shown as “up to” are maximums. Anything else needs a new order or a written change signed by both parties.
- Start and delivery. Work starts within three business days of the later of signature and receipt of the inputs listed in the order form, and delivery times run from that start date. A deliverable is delivered when its files are provided and any included working session has taken place.
- Your inputs. You name a point of contact and provide the inputs listed in the order form within five business days of signature. Delays extend delivery times by the same period. If inputs are not received within 30 days, we may complete the services with the information available, and the fees remain due.
- Acceptance. Within ten business days of delivery, you may tell us in writing how a deliverable does not match the order form, and we will correct and redeliver it. Deliverables not reported in that period are accepted.
- Standard of work. We perform Professional Services with reasonable skill and care. If a deliverable does not match the order form, we will correct and redeliver it or, if that is not possible, refund the fee for that item. This is your sole remedy for non-conforming services.
- Personnel. We may use contractors and data providers bound by confidentiality obligations at least as protective as these Terms, and we remain responsible for their work.
05 Your license to use FranCloud
Subject to these Terms and your plan, we grant you a limited, non-exclusive, non-transferable right to access and use the product and its outputs for your own internal business purposes: researching, prioritizing, and contacting accounts. Reports and account plans are licensed for your team’s use, not for resale or redistribution.
Deliverables from Professional Services are licensed on the same basis, without time limit. You may import them into your CRM and sales engagement tools, use them within your own AI tools for your sales work, and share them with your affiliates. You may not use them to train or fine-tune AI models, or to build a competing dataset or product.
06 Acceptable use
Don’t:
- Scrape, crawl, or bulk-export the product or directory except through features we provide.
- Resell, sublicense, or redistribute our data or reports as a standalone product.
- Use our data, reports, or deliverables to train or fine-tune AI models, or to build a competing dataset or product.
- Reverse-engineer the platform or attempt to derive our models or scoring rubric.
- Use the product to violate law, infringe rights, or send unlawful communications.
- Probe, overload, or interfere with the security or integrity of the service.
07 Contact data & outreach
Our data and deliverables can include business contact information about individuals, such as franchise owners and executives. If you receive it, you agree to:
- use it only for the purposes in section 05;
- contact people in line with applicable law, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and applicable privacy laws;
- protect it at least as well as applicable privacy law requires, and honor opt-out and deletion requests;
- delete or suppress a record within ten business days of our passing on such a request; and
- tell us if you can no longer meet these obligations, in which case we may require you to stop using the affected records.
08 Data & accuracy
FranCloud’s intelligence is built from primary business filings and other lawful sources, and every figure is source-traceable. We work hard to keep it accurate and refreshed on every new filing, but filings contain errors and rounding, and we do not warrant that any figure is complete or error-free. Figures are as of their stated source dates, and we do not guarantee any sales result. You’re responsible for verifying information before you rely on it for a decision. We are not your lawyer, accountant, or advisor.
09 Intellectual property
The platform, the models and scoring methods (including FranDNA™), the structured database, the FranCloud name, and the look and feel are owned by FranCloud and protected by law. We keep all rights not expressly granted. Feedback you share with us may be used to improve the product without obligation to you. Content and data you supply remain yours; you grant us the rights needed to provide the services to you.
10 Confidentiality
Confidential information is non-public information one party discloses to the other that is marked confidential or should reasonably be understood to be confidential, including your data and our deliverables, methods, and pricing. Each party uses the other’s confidential information only to perform or receive the services and protects it with reasonable care. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party, or to disclosure required by law, with prompt notice where permitted. These obligations last three years after the relevant order or subscription ends, and for trade secrets as long as they remain trade secrets.
11 Your data
When you supply data to us, such as a CRM export or customer list, we act as your service provider. We process it only to provide the services to you, do not sell or share it, do not use it for any other customer, protect it with reasonable security measures, notify you without undue delay of any unauthorized access to it, and delete it on request and in any case within 90 days after the services are delivered or your subscription ends. Our Privacy Policy explains how we handle personal information more generally.
12 Warranties & disclaimers
Except for the standard of work in section 04, the service and our data are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We don’t warrant the service will be uninterrupted, error-free, or that any result will be achieved.
13 Limitation of liability
To the fullest extent permitted by law, FranCloud will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues. Our total liability for any claim arising out of these Terms is limited to the amount you paid us in the twelve months before the claim. Some jurisdictions don’t allow these limits, so parts may not apply to you.
14 Indemnification
You will defend and indemnify FranCloud against third-party claims, fines, and reasonable legal costs arising from your outreach, your use of our data or deliverables, or your breach of these Terms or an order form. We will give you prompt written notice of the claim, let you control the defense, and cooperate reasonably at your expense. No settlement may impose an obligation or admission on FranCloud without our consent.
15 Term & termination
These Terms apply while you use the service or have an open order. You can stop anytime; cancellation takes effect at the end of your current term. We may suspend or terminate access if you breach these Terms or for risk, legal, or security reasons. Either party may terminate an order form if the other materially breaches it and does not cure the breach within 15 days of written notice. Provisions that by their nature should survive termination, including ownership, licenses to delivered items, confidentiality, contact data obligations, disclaimers, liability limits, indemnification, and fees owed, survive.
16 Governing law & disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties will try to resolve disputes informally first; unresolved disputes are subject to the exclusive jurisdiction of the state and federal courts located in Delaware, unless your order form specifies arbitration.
17 General
These Terms and any order form are the entire agreement between us on their subject and replace prior proposals and discussions. If any provision is unenforceable, the rest remains in effect. Neither party may assign its rights without the other’s written consent, except to a successor in a merger or sale of its business. Notices may be given by email to the contacts on your account or order form, and to legal@francloud.com for us. Order forms may be signed electronically and in counterparts. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.
18 Changes to these Terms
We may update these Terms from time to time by posting a new version here with a new “Last updated” date. Each order form is governed by the version in effect on its order date. For subscriptions, an update applies from your next renewal term, or earlier if you keep using the service after we notify you of it.
19 Contact us
Questions about these Terms? Reach us at legal@francloud.com, or talk to us. Valhalla Innovations LLC, doing business as FranCloud, United States.