fellos Terms of Service

You accept these Terms when you create a fellos site: at signup you tick the box "I agree to the Terms of Service and have read the Privacy Notice", and you cannot create the site without ticking it. Anyone who buys or changes a plan for your organization also accepts these Terms when they do so, on the Billing page or at checkout. If you do not agree, do not create a site.

Our Privacy Notice explains how we handle personal data. Our Data Processing Addendum, available at fellos.app/dpa, forms part of these Terms. You accept it when you accept these Terms.

• You must be at least 18 years old.
• You must have authority to accept these Terms for your organization. By accepting, you confirm that you do.
• If your organization is not a separate legal entity (for example, an unincorporated club), the person who accepts does so for its members as a group.
• You may not use fellos if you are located in, or are acting for someone located in, a country or on a list subject to US sanctions.

fellos gives your organization its own site. Its members sign in there, keep their records, post, message, organize events and pay dues.

• Your organization controls its members' data. You decide whom to invite, what to collect and what to keep. We handle that data for you and on your instructions, which are these Terms and the settings you choose. In data-protection terms, your organization is the "controller" of its members' data and fellos is its "processor". Our Data Processing Addendum sets out those terms.
• Your members' terms are yours. Your site has its own Terms and Privacy pages, which your admins write and edit. Those pages govern the relationship between your organization and its members. You are responsible for them. You are also responsible for having a valid legal reason to collect and use your members' data (in the EU and UK this is called a "lawful basis").
• The default pages are templates. Each new site starts with default Terms and Privacy text. It is a starting point only. We give no warranty that it is accurate for your organization or complies with any law. Review it and replace it before you invite members.
• Your site's cookie banner is yours to configure. Make sure it suits your members and the law that applies to you.
• Invitations. You may invite co-admins and members by email address. Invite only people you are entitled to contact.
• Sensitive data. Do not store card numbers, government ID numbers or passwords in profile fields, posts or pages. If you record health, religion, veteran or disability status, or similar sensitive details, you are responsible for having a legal reason to. fellos gives such details no extra protection beyond what it gives all member data.
• Members are not our customers. They use your site under your terms. If a member contacts us about their member data, we will direct them to you, or pass the request to you.

• Keep sign-in details secure. Don't share accounts.
• Your admins can see and change member records, give other people admin power, and change settings. You are responsible for whom you make an admin and for what they do.
• Keep your site admins' own email addresses current. We send billing, security and service notices to your site admins' own addresses, and billing notices to your Comptrollers too.
• Tell us promptly at security@fellos.app if you believe an account has been compromised.
• You can turn on passkeys and require them for your members.
• Confidentiality and staff access. We keep your content confidential. Our staff can see your organization's member list, billing and support tickets in our admin tools, and a small number of engineers have database access. We look at your data only to give support you ask for, fix problems, keep the service secure, or meet a legal obligation.
• Security breaches. If we become aware of a security breach affecting your site's data, we will tell your site admins without undue delay, and within 72 hours of becoming aware of it, with what we know and what we are doing about it.

Do not use fellos to:

• break the law, or help anyone else break it;
• post or send material that is unlawful, harassing, threatening or hateful, or that sexually exploits anyone;
• infringe anyone's intellectual property or privacy;
• send spam, or email people who have not agreed to hear from you;
• upload malware, or try to disrupt the service;
• probe, scan or test our systems for weaknesses without our written permission, or get around access controls;
• scrape the service, or access it by automated means we have not provided;
• resell, sublicense or white-label fellos without our written agreement;
• impersonate a person or organization;
• run a phishing or fraudulent site, or collect payment or login details under false pretenses; or
• get around your plan's member limit, for example by sharing one account among several people.

We may remove content or restrict access that breaks this section (see Section 12). Report abuse to security@fellos.app.

"Your content" means everything you and your members put into your site: records, posts, messages, files, pages and images.

• You own your content. We claim no ownership of it.

• License to us. (This is the permission we need to store your content and show it to your members.) You give us a worldwide, non-exclusive, royalty-free license to host, copy, store, process, transmit and display your content. We use it only to provide, secure and support the service for you. That includes sending it to the service providers listed in our Privacy Notice when a feature needs them. The license lasts for as long as we hold your content.

• AI features. Some features send content to our AI provider, OTTO, powered by WATTER, Inc.:

  • Automatically: group posts and comments, each with its author's name and member type, the group's name and the thread's title, to build search; recent group posts (titles, text and group names, without author names) for the members' weekly digest summary; and new replies to threads that already have a summary, with the thread's posts and their authors' names and member types, so the summary stays current.
  • When someone uses a feature: group search (the search text); Ask AI (the question, your organization's name and type, and the posts and whole threads it searches and reads, with each author's name and member type); Summarize (the thread's posts, with their authors' names and member types); the page-writing and page-style helpers; the support chat; our staff's "AI suggest" when drafting a support reply; and the website import in setup.

  Under contract with fellos, WATTER, Inc. keeps none of this content and does not train on it. The Privacy Notice has the details. Group summaries can be turned off. A site cannot turn off the weekly digest summary, but each member can unsubscribe from the weekly digest. Search indexing and Ask AI cannot be turned off.

• Your responsibility. You confirm that you have the rights your content needs, and that storing and processing it as described here does not break any law or anyone's rights.

• Feedback. If you send us suggestions, we may use them without owing you anything.

• Our service. We own fellos, its software and its design. These Terms give you the right to use the service. They transfer no ownership.

• Naming customers. We will name your organization as a fellos customer only with your written permission. An email counts.

• Plans. Each plan has a monthly price and an active-member limit (the "cap"). Every plan includes every feature. Plans and prices are listed at fellos.app/pricing. If a price shown elsewhere differs from the price shown at checkout, the checkout price applies.
• Free plan. New sites start on the Free plan.
• Active members. An active member is anyone who can sign in to your site, including secondary members such as spouses. Deactivated and historical members do not count.
• At the cap. When your site reaches its cap, you cannot invite or approve new members until you move to a larger plan or reduce your active members. Existing members keep their access. We email your site admins as you approach the cap. Members added in other ways still count toward the cap.
• Trial. Your organization's first paid plan begins with a free trial of 7 days. Each organization gets one trial; a paid plan started later, for example after cancelling, is charged from the start. Checkout asks for a card up front. When the trial ends, your plan becomes paid and your card is charged, unless you cancel before then. We email you a reminder before the first charge.
• Automatic renewal. Paid plans renew automatically every month, and we charge the card on file at the start of each period, until you cancel. You can cancel at any time from your site's Billing page (Section 8).
• Payment. Stripe processes subscription payments. Card details go to Stripe and never reach fellos. Prices are in US dollars and billed monthly in advance. Your organization can hold one subscription at a time.
• Who can buy. A plan can be bought or changed by a Comptroller (a finance role your site can give an officer on its Governance page), or by a site admin with Admin Mode on (a switch that gives a site admin full control for their session).
• Taxes. Prices exclude taxes. We will add applicable taxes where required. You are responsible for any taxes that apply to your purchase, other than taxes on our income.
• Upgrades take effect immediately. We invoice the prorated difference for the rest of the period at once.
• Downgrades take effect at the start of your next billing period. The current period is billed at your current plan. You can call off a pending downgrade before it takes effect.
• Price changes. We will give at least 30 days' notice of a price increase by email to your site admins. It applies from your next billing period after the notice.
• Late payment. If a payment fails, Stripe retries it, and we email your site admins and Comptrollers. While a payment is overdue, you cannot add new members. If it is still unpaid about one billing period later, we may block new sign-ins to your site until it is paid. Members who are already signed in stay signed in until their session ends. Sign-ins return within a day of the payment going through. If the payment is never collected and your subscription ends, your site is paused as described in Section 8.
• Service emails. Billing, security, domain and member-cap notices are part of the service and cannot be turned off while your account is open. Other emails we send to admins, such as tips and digests, have an unsubscribe link.

• You can cancel, change your card or download invoices in the Stripe billing portal. You reach it from your site's Billing page.
• A cancellation takes effect at the end of the current billing period, except a cancellation under Section 11. You keep your plan until then. We do not prorate the rest of the period.
• Refunds. Fees are non-refundable, except where the law requires otherwise or these Terms say so (for example, Sections 11 and 12).
• After a paid plan ends. When a paid plan ends, because you cancelled it or because a payment was never collected, your site is paused at the end of the paid period. There is no grace period.
  • Members see a "This site is paused" page and cannot sign in. Your site's own Terms, Privacy and cookie policy pages stay readable.
  • Only site admins and Comptrollers can sign in. Site admins can reach only the Billing page, the member-roster download and member deactivation. Comptrollers can reach only the Billing page.
  • Nothing is deleted while your site is paused, apart from routine clean-up, such as the expiry of old notifications, feed items, session records and email logs.
  • To reopen your site, resubscribe to a paid plan. If your site has 20 or fewer active members, you can instead move to the Free plan. A site with more than 20 active members must resubscribe, or deactivate members until it fits the Free plan. When you move to the Free plan, a member switched off by a deactivation request that is still waiting for approval counts as active, and so do any secondary members switched off with them, until the request is approved.
  • We keep a paused site's data for 12 months, and email your site admins 30 days and 7 days before we delete it. Until then, you can export the data or reopen the site. After 12 months, we delete the site and its data as for a closed site (Section 13).
• Cancelling the fellos subscription does not close your site or delete its data at once. To close your site and have its data deleted sooner, see Section 13.

Your site can take dues, event ticket and store payments from your members. It does so through your own Stripe account, which you connect to fellos.

• Your organization is the merchant of record. The money goes from your members to your Stripe account. It does not pass through fellos.
• fellos is not a party to those payments. The contract of sale, refunds, disputes, chargebacks, receipts, taxes and customer service are between you and your members.
• Stripe's terms apply between you and Stripe. Stripe charges its own fees.
• What we send Stripe. fellos sends your Stripe account the paying member's email address and ids that link the payment to the member and the item. For store orders it also sends the member's name and, where their profile has them, phone number and home address (as billing and shipping address).
• Platform fee. fellos charges no fee on these payments today. We may introduce one in the future for organizations that sign up after we announce it. A fee will not apply to organizations already using fellos when it is announced.
• fellos records orders, tickets and payment status on your site so that you can manage them.
• While your Stripe account is disconnected, or Stripe is not accepting payments for it, your site can't take payments. During that time fellos stops blocking members whose dues are overdue, because they would have no way to pay.

• You may use a domain you control for your site. Custom domains are available on every plan.
• To prove control, you add a DNS TXT record (a setting at the company where you registered your domain; we show you exactly what to enter) and point the domain at fellos. We check both before we activate the domain.
• You remain responsible for the domain's registration, renewal and DNS.
• If you make your custom domain your site's main address, your <name>.fellos.app address forwards to it. If the domain then lapses or its records change, your whole site may stop loading, including at its fellos.app address. Contact support@fellos.app and we will switch the main address back.
• A domain that is not verified within 7 days is marked failed and released.
• Site addresses are public. Our security certificates list your site's addresses, custom domains included. Certificates are published in public Certificate Transparency logs, so anyone can see that your site's addresses exist.

fellos works with services run by others: Stripe; Google, GitHub or Apple sign-in; Google Wallet and Apple Wallet; and shipping carriers' tracking. Your site may also link to other websites.

• When you turn on or use a third-party service, its own terms apply between you and that provider.
• Except as our Data Processing Addendum provides for our subprocessors, we are not responsible for third-party services, or for changes to them that affect a fellos feature.
• Our service providers. We list the providers that handle data for us in our Privacy Notice, and the ones that handle your members' data (our subprocessors) at fellos.app/subprocessors. We will give your site admins at least 30 days' notice, by email and by updating that page, before we add or replace a subprocessor. To object, write to privacy@fellos.app before the change takes effect. If you object, you may cancel with immediate effect, and we will refund any fees you prepaid for the rest of the period.

• By you. You may stop using fellos and ask us to close your site at any time (see Section 13).
• Suspension by us. We may suspend all or part of your site, or remove specific content, if:
  • you break Section 5 or another material term;
  • a payment is overdue;
  • we must, to follow the law or a lawful order; or
  • it is needed to protect the service, other customers, or anyone's safety.
• Where it is practical and lawful, we will tell your site admins first and give you a chance to fix the problem.
• Termination by us. We may end these Terms:
  • on 30 days' notice by email for any reason, in which case we will refund any fees you prepaid for the period after termination; or
  • at once if you materially break them and do not fix the breach within 10 days of our notice, or if the breach cannot be fixed.
• After termination by us, we keep your site's data as Section 13 describes.
• What survives. Sections 6 (ownership, the license for as long as we hold your content, and feedback), 7 (fees owed before termination), 8 (refunds), 9, 13, and 15 to 20 survive termination.

To close your site and have its data deleted, a site admin can write to support@fellos.app from their own address. Section 9 of our Privacy Notice and Section 11 of our Data Processing Addendum repeat this table word for word.

• We work to keep fellos available and reliable, but we do not promise it will be uninterrupted or error-free. We make no uptime or response-time commitment.
• We may change, add or remove features. If we remove a feature your site relies on in a significant way, we will tell your site admins in advance where we can.
• Support is available by email at support@fellos.app and through the in-app support chat. We do not commit to support hours.

FELLOS IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

AI features can produce wrong or incomplete answers. Check anything that matters before you rely on it.

Some laws do not allow these disclaimers. Where that is so, they apply only as far as the law allows.

TO THE EXTENT THE LAW ALLOWS:

• NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL; AND
• EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF THE FEES YOU PAID FELLOS IN THE 12 MONTHS BEFORE THE CLAIM AND US$100.

For a site on the Free plan, that means the limit is US$100.

These limits do not apply to your payment obligations, to your obligations under Section 17, or to liability that the law does not allow to be limited.

You will defend and indemnify fellos against third-party claims, and the resulting losses, that arise from:

• your content;
• your use of fellos in breach of these Terms or the law;
• your relationship with your members, including your site's Terms and Privacy pages; or
• the payments your organization takes from its members.

We will tell you promptly about any such claim, let you control its defense, and give you reasonable help at your expense. You may not settle a claim in a way that admits fault by fellos or binds fellos without our written consent.

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules.

Before either party starts formal proceedings, we both agree to try to resolve the dispute informally for 30 days, starting from written notice.

Disputes that are not resolved informally will be decided by the state or federal courts located in James City County, Virginia (for federal court, the division that covers James City County). Each party consents to those courts' jurisdiction.

We may update these Terms. For a material change, we will email your site admins at least 30 days before it takes effect. The "Last updated" date at the top shows when the Terms last changed. If you keep using fellos after a change takes effect, you accept the new Terms. If you do not accept them, you may cancel before they take effect. Price changes follow Section 7, not this section.

• Entire agreement. These Terms, our Data Processing Addendum, and any plan you select at checkout are the whole agreement between us about fellos. If these Terms and the Data Processing Addendum conflict on personal data, the Data Processing Addendum controls.
• Assignment. You may not transfer these Terms without our written consent. Either party may transfer them without consent to a successor in a merger, reorganization or sale of substantially all of its business or assets, with notice to the other.
• Severability. If a court holds part of these Terms unenforceable, the rest stays in effect.
• No waiver. Not enforcing a term is not a waiver of it.
• Force majeure. Neither party is liable for delay caused by events beyond its reasonable control. This does not excuse payment of fees.
• Electronic communications. You agree to receive notices and agreements electronically.
• Notices. All notices under these Terms are given by email. We send notices to your site admins' email addresses. Email notices are treated as received one business day after sending. Legal notices to us must be sent to legal@fellos.app.
• Relationship. We are independent contractors. These Terms create no partnership, agency or employment.

maClara, LLC (fellos), a Virginia limited liability company