Client Terms of Service

Product-Specific Terms

Service Level Agreement

Data Processing Addendum

FOUNDANT PRODUCT-SPECIFIC TERMS

These Foundant Product-Specific Terms (“Product-Specific Terms”) govern Client’s access to and use of Foundant’s Services (including, but not limited to, Grant Lifecycle Manager (“GLM”), CommunityGLM (“cGLM”), Scholarship Lifecycle Manager (“SLM”), CommunitySLM (“cSLM”), CommunitySuite (“CSuite”), SmartSimple, GivingData and FIA). Capitalized terms not defined here have the meaning given in the Client Terms of Service (“TOS”), Data Processing Addendum (“DPA”), or Service Level Agreement (“SLA”). These Product-Specific Terms are hereby made part of the Agreement; provided that: (i) these Product-Specific Terms control over conflicting general terms of the TOS as applied to the applicable Service; (ii) the DPA continues to control with respect to Personal Data; and (iii) the SLA continues to control with respect to service levels, in each case except as expressly modified below.

For GLM and cGLM product Clients:

1. Use of GuideStar/Candid

Unless otherwise agreed in an Order Form or SOW, Client is licensed to utilize GuideStar by Candid for up to one thousand (1,000) total Candid API Calls per Subscription (as applicable) over the Subscription Term. An “API Call” is defined as a single request to a third-party API generated by, or on behalf of, Client via the GLM/cGLM Service. Client acknowledges that different integrated services may utilize different quantities of API Calls (typically one (1) or two (2)) per use. Client further acknowledges that any excessive API Call usage may be subject to additional fees at Provider’s advertised rates.

2. Online Form Submissions

Unless otherwise agreed in an Order Form or SOW, Client’s total aggregate online form submission activity shall not exceed five thousand (5,000) total online form submissions through GLM/cGLM and SLM/cSLM combined per week (if applicable). Client shall notify Provider in writing at least thirty (30) days prior to any expected deviation from this limit. Client acknowledges that any excessive usage may be subject to additional fees at Provider’s advertised rates. Provider reserves the right to limit Client’s access to GLM/cGLM if adequate notice is not provided.

3. Processes

Unless otherwise agreed in an Order Form or SOW, Client’s creation of customized processes shall be limited to the quantity allowable according to Client’s GLM/cGLM Service license tier. Client acknowledges that any excessive customized process creation may be subject to additional fees at Provider’s advertised rates and/or Client moving to a higher license tier.

For SLM and cSLM product Clients:

1. Online Form Submissions

Unless otherwise agreed in an Order Form or SOW, Client’s total aggregate online form submission activity shall not exceed five thousand (5,000) total online form submissions through GLM/cGLM and SLM/cSLM combined per week (if applicable). Client shall notify Provider in writing at least thirty (30) days prior to any expected deviation from this limit. Client acknowledges that any excessive usage may be subject to additional fees at Provider’s advertised rates. Provider reserves the right to limit Client’s access to SLM/cSLM if adequate notice is not provided.

2. Processes

Unless otherwise agreed in an Order Form or SOW, Client’s creation of customized processes shall be limited to the quantity allowable according to Client’s SLM/cSLM Service license tier. Client acknowledges that any excessive customized process creation may be subject to additional fees at Provider’s advertised rates and/or Client moving to a higher license tier.

For CSuite product Clients:

1. Use of GuideStar/Candid

Unless otherwise agreed in an Order Form or SOW, Client is licensed to utilize GuideStar by Candid for up to one thousand (1,000) total Candid API Calls per Subscription (as applicable) over the Subscription Term. An “API Call” is defined as a single request to a third-party API generated by, or on behalf of, Client via the CSuite Service. Client acknowledges that different integrated services may utilize different quantities of API Calls (typically one (1) or two (2)) per use. Client further acknowledges that any excessive API Call usage may be subject to additional fees at Provider’s advertised rates.

2. Asset-Based Pricing

Asset size is used to determine the price level for CSuite. The price in the Order Form is based on the current asset level of the Client during the applicable Subscription Term or Renewal Term, whichever is applicable. Any changes in the Client’s asset base may result in the Client moving to either a lower or higher pricing level during a subsequent Renewal Term.

For SmartSimple product Clients:

1. Use of GuideStar/Candid

Unless otherwise agreed in an Order Form or SOW, Client is licensed to utilize GuideStar by Candid for up to one thousand (1,000) total Candid API Calls per Subscription (as applicable) over the Subscription Term. An “API Call” is defined as a single request to a third-party API generated by, or on behalf of, Client via the SmartSimple Service. Client acknowledges that different integrated services may utilize different quantities of API Calls (typically one (1) or two (2)) per use. Client further acknowledges that any excessive API Call usage may be subject to additional fees at Provider’s advertised rates.

For GivingData product Clients:

1. Use of GuideStar/Candid

Unless otherwise agreed in an Order Form or SOW, Client is licensed to utilize GuideStar by Candid for up to one thousand (1,000) total Candid API Calls per Subscription (as applicable) over the Subscription Term. An “API Call” is defined as a single request to a third-party API generated by, or on behalf of, Client via the GivingData Service. Client acknowledges that different integrated services may utilize different quantities of API Calls (typically one (1) or two (2)) per use. Client further acknowledges that any excessive API Call usage may be subject to additional fees at Provider’s advertised rates.

For FIA product Clients:

1. Additional Definitions

“Agent” means a scheduled or recurring automated process configured within the FIA Services to generate Output on a defined cadence (e.g., a recurring digest or monitoring report) without a discrete user query triggering each run.

“AI” means any system or tool such as a large language model that autonomously processes data or generates predictions, recommendations, decisions, or expressive material, with minimal human intervention, and where the system’s behavior may evolve based on new inputs.

“Analyzer Output” means a rating, score, or flag produced by an Analyzer feature (including any Equity Analyzer, Governance Analyzer, or LLM Accuracy Analyzer) with respect to Client Data, a document, or an output.

“Client AI Policy” means Client’s own internal policy governing its personnel’s or Authorized Users’ use of artificial intelligence, including the FIA Services, as adopted, maintained, and updated by Client in its sole discretion.

“Connected Source” means a Third-Party Service, Foundant product, or Client-uploaded document repository that Client authorizes the FIA Services to ingest and index as a source of Client Data.

“Model Provider” means a third party whose foundation or hosted AI model Provider uses to help generate Output, engaged as a Sub-processor under the DPA.

“Output” means any answer, summary, analysis, report, visualization, Analyzer Output, or other content generated by the FIA Services in response to a query or Workflow, based on Client Data or Connected Sources.

“Subscription Tier” means the FIA service tier (e.g., Explore, Professional, or Enterprise) purchased under the Order Form, which determines Client’s entitlements with respect to document ingestion volume, API integrations, Workflows, and Agents as set forth in the Order Form or Documentation.

“Workflow” means a configured, repeatable process within the FIA Services (e.g., a grant proposal analysis or board-prep report template) that a user initiates to produce Output.

2. Connected Sources and Client Data

2.1 Authorization. In addition to the warranty in TOS §6.2, Client represents that it has all rights and authorizations necessary to permit Provider to access and ingest data from each Connected Source Client configures, including any third-party platform credentials or API access Client provides for that purpose.

2.2 Third-Party Data Services. Where Client uses the FIA Services to query a third-party data service (for example, a nonprofit due-diligence or public-filing data provider) as a Connected Source, that service is a Third-Party Service under TOS §2.8, and Client remains solely responsible for its own compliance with that provider’s terms.

3. Client AI Policy; FIA Services Operate Independent of Written Policy

3.1 Client is solely responsible for creating, maintaining, and updating its own Client AI Policy governing its personnel’s and Authorized Users’ use of AI and AI-enabled services like the FIA Services, and for ensuring its Authorized Users comply with it.

3.2 The FIA Services operate according to the configuration settings Client selects within the FIA Platform (including data source connections, Workflows, Agents, and any administrative controls made available in the Documentation) and not according to the substantive content of Client’s Client AI Policy. Provider has no obligation to know the content of, interpret, apply, or otherwise act in accordance with Client’s Client AI Policy, and Client acknowledges that its failure to select configuration settings compatible with its Client AI Policy is not a defect of the FIA Services or a breach of this Agreement by Provider. Provider shall not be liable to Client for the FIA Services failing to comply with Client’s Client AI Policy.

4. Nature and Use of Outputs

4.1 Output is generated using artificial intelligence and may be incomplete, out of date, or inaccurate, including where it summarizes or characterizes source material, provides citations, or produces Analyzer Output.

4.2 Analyzer Output (including any equity, governance, or accuracy rating or score) reflects the FIA Services’ automated assessment against configured criteria. It is not Provider’s opinion, certification, or endorsement of the underlying document, grantee, program, or activity, and Provider has no responsibility for decisions Client makes in reliance on Analyzer Output.

4.3 Client is solely responsible for reviewing and independently validating Output before relying on it, and for exercising independent judgment in any grantmaking, funding, compliance, or reporting decision informed by Output. The FIA Services do not replace Client’s own diligence, judgment, or professional advice.

4.4 In addition to TOS §6.3 (Disclaimers), Provider makes no warranty regarding the accuracy, completeness, legal enforceability, or reliability of any Output or Analyzer Output, or that citations accurately or completely reflect the underlying source.

5. Acceptable Use — AI-Specific Restrictions

In addition to the Usage Restrictions in TOS §2.6, Client will not, and will not permit any Authorized User to, use the FIA Services to: (a) attempt to extract, reconstruct, or replicate any underlying model or its training data; (b) use the FIA Services or any Outputs for legally non-compliant activities or decisions; or (c) use the FIA Services in violation of Client’s Client AI Policy.

6. Sub-processors

Model Providers engaged in connection with the FIA Services are Sub-processors under DPA §5, including its Trust Portal listing and Client objection-right procedures.

7. Service Levels

The SLA applies to the FIA Services’ core availability. In addition, Provider will use commercially reasonable efforts to execute each scheduled Agent run within four (4) hours of its configured schedule. If a scheduled Agent fails to run and is not remediated within twenty-four (24) hours of the scheduled time, Client may open a Severity 2 support ticket under SLA §7 with respect to that failure.

8. Survival

In addition to the provisions that survive under TOS §4.6, the following obligations under these FIA Terms survive termination or expiration of the Order Form for the FIA Services: Sections 3.2 (Client’s AI Policy; FIA Services Operate Independent of Written Policy), 4.4 (Nature and Use of Outputs), and 6 (Sub-processors).