Foleon for Legal & Procurement
Foleon is a content platform that allows your business users to create truly engaging content at scale, with built-in intelligence to help your business users understand how your visitors are engaging with your content.
Our platform features out-of-the-box integrations with web analytics, marketing automation, and CRM platforms, allowing your business users to collect anonymous user data. It also enables them to embed forms, where intended, to understand who engages with their content and to pass engagement metrics back to the system of record (the CRM or Marketing Automation platform).
We're not a CRM, ERP, or Data cloud platform for storing and processing mass amounts of PII or other highly regulated data. In most cases, the terms you might expect or use for those platforms will not apply here. What does this all mean?
We provide a vessel for your business users to transform the content experience of your customers. That means your organization controls what content goes into the platform we provide you, making you the controller of both the content and the data that might pass through. This has implications for how our agreement (or the agreement of any similar platform) is structured, and we've detailed those points below.
Indemnification
Indemnity is part of the fundamental allocation of risk between the parties in our contract.
We offer an unlimited IP indemnity to all our customers (16.1), and in return, we expect our customers to provide us with third-party indemnity. Our technology helps your business users create and publish content, but you control how you use our technology and what is published. By requiring this indemnity, we ask you to stand behind your use of our technology to create content that does not breach third-party rights or our acceptable use policy.
Your indemnification is a requirement for us (and we require the same indemnity from all of our customers) because you're in the driver's seat regarding how you use the Foleon Service. Our technology allows you to create and publish content, and as you're in control of the content created and published, you're also in control of the risk exposure under this indemnity, not Foleon.
We require your indemnity to be broader than Foleon's Indemnity because of the difference in control. Foleon controls how the service is developed and improved (and we take responsibility for this), and you're in control of the use of the service itself.
We will not agree to remove third-party claims resulting from Customer Data or Customer Obligations in 16.2. For these reasons, agreeing to mutual indemnification is not an agreeable compromise.
Limitation of liability
Except for Excluded Claims (outlined in our Terms), each party's (and its suppliers') entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Foleon during the prior 12 months under this Agreement.
We will also not accept the following:
- Capped liability for your indemnity toward us
- Uncapped liability for the Data Protection Agreement
- Liability for damage or loss caused by hacking by third parties or viruses and malware, provided we've made reasonable efforts and abided by our own documented security practices
- Liability for indirect or consequential damages
- Liability for Third-Party Products