Last Updated: September 12, 2025
1) Overview & Acceptance
These Terms are a binding agreement between Foundersmax, Inc (“Foundersmax,” “we,” “us,” or “our”) and you (“you,” “Founder,” “Client,” or “User”). They govern your access to and use of our websites, platforms, products, and services (the “Services”). By accessing or using the Services, clicking accept, or signing an order form, statement of work, or similar document (each, an SOW), you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.
2) Who We Are & What We Do
Foundersmax is a venture studio that partners with founders to launch and scale startups. We operate two primary engagement models:
- Studio‑Led Model: We originate and validate an idea, then recruit a founder to lead it. We provide access to talent, playbooks, and (where applicable) capital or capital introductions.
- Founder‑Led Model: You bring the idea or early product; we plug in with talent, playbooks, and strategic guidance to help you launch and scale.
We may also provide related services such as product strategy, design, engineering, growth, talent recruitment, project management, capital introductions, and portfolio advisory (collectively, Studio Services). Certain offerings may be delivered through affiliated brands, vendors, or independent contractors (e.g., specialized engineering marketplaces) (collectively, Partners).
No Guarantee of Engagement or Results. Participation in discovery, assessments, or interviews does not guarantee selection or investment. We do not guarantee commercial outcomes, revenue, valuation, or fundraising success.
3) Eligibility
You must be at least 18 years old and legally able to form a binding contract. If you use the Services on behalf of an entity, you represent that you are authorized to bind that entity and that all information you provide is accurate and complete.
4) Account Registration & Security
You may need an account to access some Services. Keep your credentials confidential. You are responsible for all activities under your account. Notify us promptly of any unauthorized use. We may suspend or terminate accounts that violate these Terms or present security risks.
5) Engagement Structure; Order of Precedence
Specific work will be described in an SOW or master services agreement (an MSA). If there is a conflict among documents, the order of precedence is: (1) a fully executed SOW (most recent), (2) the MSA (if any), then (3) these Terms, then (4) any policy referenced herein (e.g., AUP, Privacy Policy).
6) Fees, Invoices, & Taxes
6.1 Fees. Fees, retainers, success fees, equity, and/or revenue‑share (if any) will be specified in the applicable SOW or MSA. Unless the SOW states otherwise, invoices are due in the next 15 days.
6.2 Expenses. You agree to reimburse reasonable, pre‑approved out‑of‑pocket expenses (e.g., travel, tools, cloud credits) at cost.
6.3 Late Amounts. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. We may suspend work for non‑payment.
6.4 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, or similar taxes associated with the Services (excluding taxes on our income).
6.5 Refunds. Unless expressly stated in an SOW, all payments are non‑refundable.
7) Capital, Introductions, & Securities Disclaimer
7.1 Not an Offer or Solicitation. Nothing in the Services constitutes an offer, solicitation, or recommendation to buy or sell securities. Any capital introductions are informational only.
7.2 Not a Broker‑Dealer. Foundersmax is not a registered broker‑dealer, investment adviser, or underwriter and does not execute securities transactions. You are solely responsible for compliance with applicable securities laws.
7.3 No Performance Guarantees. Past performance is not indicative of future results. We do not guarantee that you will receive investment, achieve a valuation, or meet fundraising targets.
8) Talent, Contractors, & Partners
8.1 Independent Contractors. We may engage employees, contractors, or Partners to deliver Services. Unless explicitly stated, they are independent contractors, not your or our employees, agents, or joint venturers. You agree not to treat them as employees for tax or employment purposes.
8.2 Non‑Exclusivity. We may provide services to multiple clients, including competitors, provided we honor confidentiality obligations.
8.3 Non‑Solicitation. During an active SOW and for 12 months after, you will not directly solicit for employment or contract (outside the engagement channel we provide) any personnel who materially perform on your SOW, unless permitted in writing or subject to a mutually agreed conversion fee. This does not restrict general, non‑targeted recruiting.
8.4 Background & Vetting. We may perform reasonable vetting; however, you are responsible for your own diligence on any team member, advisor, or Partner.
9) Intellectual Property (IP)
9.1 Pre‑Existing IP. Each party retains ownership of IP it owned prior to the engagement or developed outside the scope of the Services (“Pre‑Existing IP”). No rights are granted to the other party except as expressly provided.
9.2 Work Product. Unless the SOW states otherwise, upon full payment of fees due, and subject to Section 9.3, we assign to you all right, title, and interest in custom deliverables that we specifically create for you under an SOW (“Work Product”). We may deliver Work Product containing or dependent on our Pre‑Existing IP, open‑source components, or third‑party materials.
9.3 Embedded Components; Licenses. To the extent Work Product includes our Pre‑Existing IP or third‑party components, we grant you a non‑exclusive, worldwide, royalty‑free license to use such components solely as integrated into the Work Product for your internal business purposes. Third‑party/open‑source components are licensed under their applicable licenses.
9.4 Portfolio & Studio IP. For Studio‑Led ventures, IP terms (including equity, assignment, and licensing) will be specified in the venture’s founding docs and/or SOW. Where we contribute significant studio IP, we may retain ownership with a license to the venture, or require customary equity consideration.
9.5 Trademarks. Each party retains ownership of its names, logos, and marks. Neither party may use the other’s marks without prior written consent, except that we may reference you as a customer per Section 13 (Publicity).
9.6 Feedback. If you provide ideas, feedback, or suggestions, you grant us a perpetual, irrevocable, royalty‑free license to use them without restriction.
9.7 DMCA / IP Complaints. If you believe content in the Services infringes your IP, contact us at [email protected] with details; we will review and respond consistent with applicable law.
10) Confidentiality
10.1 Definition. “Confidential Information” means non‑public information disclosed by one party to the other, directly or indirectly, that is designated confidential or that a reasonable person would understand to be confidential.
10.2 Obligations. The receiving party will (a) use confidential Information only to perform or receive the services; (b) not disclose it to third parties except to its personnel and Partners who need to know and are bound by confidentiality obligations at least as protective; and (c) protect it with reasonable care.
10.3 Exclusions. Confidential Information does not include information that is (i) publicly available through no fault of the receiving party; (ii) rightfully received from a third party without confidentiality duty; (iii) independently developed without use of the disclosing party’s information; or (iv) approved for release in writing.
10.4 Compelled Disclosure. The receiving party may disclose confidential Information if required by law, subpoena, or court order, provided it gives prompt notice (if lawful) and cooperates to seek protective treatment.
11) Data Protection & Privacy
11.1 Personal Data. To the extent we process personal data on your behalf, we will do so as a service provider/processor per our Privacy Policy and any data processing addendum (DPA) agreed by the parties.
11.2 Security. We implement reasonable technical and organizational measures to protect data under our control. No method of transmission or storage is perfectly secure.
11.3 Analytics & Aggregation. We may use de‑identified or aggregated data to improve Services and produce insights, provided we do not disclose your confidential information.
11.4 Communications. You consent to receive necessary operational communications (e.g., service, billing, security). Marketing communications are subject to your preferences.
12) Acceptable Use
You will not, and will not allow others to: (a) misuse the Services; (b) upload unlawful, infringing, or harmful content; (c) attempt to access others’ data; (d) reverse engineer, decompile, or circumvent security; (e) violate export controls or sanctions; (f) use the Services to compete unlawfully or to create a substantially similar service; or (g) interfere with network or platform integrity. Additional details appear in Schedule B (Acceptable Use).
13) Publicity
Unless the SOW states otherwise, you grant us a limited right to list your name and logo on our website and in pitch materials, provided we use customary brand guidelines. We will seek prior consent for case studies describing confidential results.
14) Early Access & Beta Features
From time to time, we may invite you to try beta or preview features. They are provided AS IS, may be modified or discontinued, and are excluded from any uptime or support commitments.
15) Professional Advice Disclaimers
We may provide strategic guidance regarding product, company formation, hiring, go‑to‑market, or fundraising; however, we do not provide legal, tax, accounting, investment, or financial advice. You should obtain independent professional advice before acting on guidance.
16) Warranties & Disclaimers
16.1 Mutual Warranties. Each party represents that it has the authority to enter into these Terms and will comply with applicable laws.
16.2 Service Disclaimer. Except as expressly provided in an SOW, the Services and all deliverables are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non‑infringement, or uninterrupted/ error‑free operation.
17) Limitation of Liability
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or lost profits, revenues, goodwill, or data, even if advised of the possibility. Except for (i) your payment obligations; (ii) your breach of Sections 8.3 (Non‑Solicitation), 9 (IP), 10 (Confidentiality), 12 (Acceptable Use); or (iii) a party’s willful misconduct or violation of law, each party’s total liability arising out of or relating to the Services will not exceed the amounts paid or payable by you to us for the Services giving rise to the claim in the 12 months preceding the event.
Some jurisdictions do not allow certain limitations; to that extent, these limitations apply to the maximum extent permitted by law.
18) Indemnification
18.1 By You. You will defend, indemnify, and hold harmless Foundersmax and its affiliates, officers, directors, employees, and agents from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your content, data, or instructions; (b) your use of the Services in violation of these Terms or law; or (c) your products or services.
18.2 By Us (IP). We will defend and indemnify you against third‑party claims alleging that our Services (as provided by us) directly infringe a U.S. patent, copyright, or trademark. We may (at our option) modify the Services, procure a license, or terminate the affected Services with a pro‑rata refund of pre‑paid fees. This obligation does not apply to claims arising from: (i) your content or specifications; (ii) combinations with items not provided by us; (iii) open‑source or third‑party components; or (iv) your use after notice to stop.
19) Term, Suspension, & Termination
19.1 Term. These Terms begin when you accept and continue until terminated.
19.2 Suspension. We may suspend access for non‑payment, security risks, legal compliance, or material breach.
19.3 Termination for Convenience. Either party may terminate an SOW for convenience with 30 days’ written notice unless the SOW specifies otherwise.
19.4 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches and fails to cure within 15 days after notice.
19.5 Effect of Termination. You will pay for Services rendered through the effective termination date and any non‑cancelable commitments. Upon request, each party will return or delete the other’s confidential Information, subject to legal retention obligations.
19.6 Survival. Sections 6, 7, 8.3, 9–11, 13, 15–18, 19.5–19.6, and 20–27 survive termination.
20) Dispute Resolution; Arbitration; Class Waiver
20.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules.
20.2 Informal Resolution. Before initiating formal proceedings, the parties will first attempt in good faith to resolve disputes via executive escalation within 30 days of written notice.
20.3 Arbitration. Any dispute arising from or relating to these Terms or the Services that cannot be resolved informally will be finally settled by confidential, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and venue will be Wilmington, Delaware; one arbitrator; proceedings in English. Judgment on the award may be entered in any court of competent jurisdiction.
20.4 Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect IP or confidential Information pending arbitration.
20.5 Class Action Waiver. Disputes must be brought in an individual capacity and not as a class, collective, or representative action.
21) Compliance, Export, & Anti‑Corruption
You will comply with all applicable laws, including export controls, sanctions, anti‑bribery/anti‑corruption (e.g., FCPA, UK Bribery Act), and data protection laws. You represent that you are not a Prohibited Person or located in an embargoed jurisdiction.
22) Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., acts of God, labor disputes, outages, cyberattacks, war, or government actions), provided it uses reasonable efforts to mitigate and resume performance.
23) Assignment
You may not assign or transfer these Terms or any SOW without our prior written consent, except to a successor in interest via merger, reorganization, or sale of substantially all assets, provided the assignee is not our direct competitor and assumes all obligations. We may assign to an affiliate or in connection with a corporate transaction.
24) Notices
Notices must be in writing and delivered by email and one of: personal delivery, courier, or certified mail. Notices to Foundersmax: [email protected] and Foundersmax, Inc, 3280 Peachtree Rd NE, Suite 700, Atlanta, GA 30305. Notices to you: to the email and address in your account or SOW. Notices are deemed received on confirmation (email) or upon delivery (physical).
25) Changes to Terms
We may update these Terms from time to time. The updated Terms will be effective on posting unless a later date is stated. If a change materially reduces your rights for an in‑term SOW, we will notify you and, if you object within 15 days, the prior version will continue to apply to that SOW for its then‑current term.
26) Miscellaneous
26.1 Entire Agreement. These Terms, together with the SOW(s) and any MSA or policies referenced, constitute the entire agreement and supersede prior agreements regarding the Services.
26.2 Severability; Waiver. If any provision is held invalid, the remainder remains enforceable. Failure to enforce any provision is not a waiver.
26.3 Independent Contractors. The parties are independent contractors; these Terms do not create partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
26.4 Interpretation. Headings are for convenience only. “Including” means “including without limitation.”
26.5 Order of Precedence. As stated in Section 5.
26.6 Electronic Signatures. Electronic signatures and records are legally enforceable.
27) Contact
Questions about these Terms? Contact us at [email protected].
Schedule A — Definitions (Informative)
- AUP: Acceptable Use Policy in Schedule B.
- Confidential Information: Section 10.1.
- MSA: Master Services Agreement between you and Foundersmax.
- Partner: Third‑party vendor or contractor engaged to help provide Services.
- Pre‑Existing IP: IP owned or controlled by a party before an SOW or developed outside the Services.
- Services: Websites, platforms, and Studio Services provided by Foundersmax.
- SOW: Statement of Work describing specific deliverables, timeline, and fees.
- Work Product: Custom deliverables created for you under an SOW (subject to Section 9).
Schedule B — Acceptable Use (Summary)
You agree not to use the Services to: (a) violate laws; (b) infringe IP or privacy rights; (c) transmit malware, spam, or harmful code; (d) harvest data without authorization; (e) attempt to bypass security or rate limits; (f) operate scams, pyramid schemes, or deceptive practices; (g) promote violence, terrorism, or exploitation; (h) process sensitive personal data without lawful basis; or (i) benchmark or compete unlawfully.
Schedule C — Model‑Specific Notes (Optional; Tailor Per Use)
Studio‑Led Model. Typical structure may include: founder grants/equity, vesting, studio IP contribution, studio equity, founder responsibilities, and governance. Exact terms will be captured in venture formation documents and the SOW/MSA.
Founder‑Led Model. Typical structure may include: service fees/retainers, success fees, warrants or advisory equity (if applicable), IP assignment of custom work product, and commercial milestones. Exact terms will be captured in the SOW/MSA.
Implementation Tip: Replace bracketed placeholders (name, address, emails, dates). Align non‑solicit duration, liability caps, governing law, and arbitration venue with your counsel’s guidance and your operating footprint.