Legal
Enterprise Terms
Draft: pending lawyer review. Not legal advice. This text has not yet been reviewed by a lawyer and may change before launch.
These Enterprise Terms apply when an organization ("Customer") buys Farlane seats for its people under an order form. They are made between Customer and [TBD: legal entity name and registered address] ("Farlane"). The order form, these terms and the Data Processing Agreement below together form the agreement. If they conflict, the order form wins, then the Data Processing Agreement for personal data, then these terms.
1. The service
Farlane provides online lessons, practice exercises with AI feedback, progress reporting for Customer's admins, and certificates of completion. Customer may let the number of users named in the order form ("Users") use the service for Customer's internal training.
2. Users and admins
- Customer invites Users and is responsible for their use of the service and for keeping admin access secure.
- Admins see each User's lesson progress and completions. Admins do not see quiz answers, exercise answers, pasted prompts or AI scores. AI scores are feedback only and are never used as rankings or performance ratings.
- Users must be at least 18 years old. The service is not offered in Russia, Belarus or regions under comprehensive sanctions.
3. Restrictions
Customer will not, and will not let Users: resell or sublicense the service; copy the lessons; reverse engineer the service except as the law allows; use it to break the law or anyone's rights; or interfere with its security or availability.
4. Customer data
Customer keeps all rights in data that Customer and its Users submit. Farlane uses it only to provide and support the service, as described in the Data Processing Agreement. Farlane does not use Customer data to train AI models, and its AI providers do not either under their commercial API terms.
5. Fees and payment
Fees, the subscription term and the number of seats are set in the order form. Orders are sold through Paddle.com, our reseller and merchant of record, which issues the invoices and collects tax. Unless the order form says otherwise, fees are due within 30 days of the invoice date. Seats added during the term are billed pro rata.
6. Term and termination
The subscription runs for the term in the order form and renews for the same length unless either party gives notice at least 30 days before the end of the term. Either party may end the agreement if the other materially breaches it and does not fix the breach within 30 days of written notice. On termination, Customer may export its data for 30 days; then Farlane deletes it as set out in the Data Processing Agreement.
7. Warranties
Farlane will provide the service with reasonable skill and care and will not materially reduce its overall functionality during the term. AI feedback can be wrong and is provided for learning only. Except as stated in this section, the service is provided as is.
8. Confidentiality
Each party will protect the other's confidential information with at least reasonable care and use it only for this agreement.
9. Liability
Neither party is liable for indirect or consequential losses or lost profits. Each party's total liability under this agreement is limited to the fees paid or payable in the 12 months before the claim. These limits do not apply to breaches of confidentiality, Customer's payment obligations, or liability that cannot be limited by law. [TBD: confirm caps and exclusions with counsel.]
10. General
[TBD: governing law and courts.] Neither party may assign the agreement without the other's consent, except to a successor of its business. Notices are given by email to the addresses in the order form.
Attribution
These terms are adapted from the Common Paper standard agreements (Cloud Service Agreement), licensed under CC BY 4.0. Changes were made: the text was shortened and rewritten for Farlane's service, seats and admin reporting. Transfers of personal data rely on the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), as set out in the Data Processing Agreement.
Data Processing Agreement
Draft: pending lawyer review. Not legal advice. This text has not yet been reviewed by a lawyer and may change before launch.
This Data Processing Agreement ("DPA") is part of the Enterprise Terms between Customer and Farlane. It applies when Farlane processes personal data on Customer's behalf.
Roles
For the User roster, invitations, lesson progress and completion reporting that Customer's admins use, Customer is the controller and Farlane is the processor. For account security, billing and its own product analytics, Farlane is an independent controller under its Privacy Policy. [TBD: confirm the role split with counsel.]
Processing details
- Subject matter and duration: providing the service for the term of the agreement.
- Data subjects: Customer's Users and admins.
- Personal data: names, work email addresses, lesson progress and completions, exercise answers, AI feedback, certificates. Admins see progress and completions only.
- Special categories: none intended. Users are told not to paste sensitive or confidential data into exercises.
- Purpose: running lessons, AI feedback, progress reporting and certificates.
Farlane's obligations
Farlane will:
- process personal data only on Customer's documented instructions, which are this agreement and Customer's use of the admin settings;
- make sure staff with access are bound by confidentiality;
- keep appropriate technical and organizational security measures, including encryption in transit, access control and logging;
- notify Customer without undue delay, and within 48 hours, after becoming aware of a personal data breach affecting Customer data;
- help Customer answer data subject requests and with data protection impact assessments where needed;
- delete or return Customer personal data within 30 days after the agreement ends, unless the law requires keeping it;
- make available the information needed to show compliance, and allow audits on reasonable notice no more than once a year.
Sub-processors
Customer authorizes Farlane to use the sub-processors below. Farlane will give at least 30 days' notice of a new sub-processor, and Customer may object on reasonable data protection grounds. Farlane remains responsible for its sub-processors and binds each by a written contract with protections at least as strong as this DPA.
| Sub-processor | Purpose | Location |
|---|---|---|
| Anthropic | AI feedback and personal plans (commercial API, no training on submitted data) | United States |
| OpenAI | AI feedback (commercial API, no training on submitted data) | United States |
| Resend | Transactional email | United States |
| [TBD: hosting and database provider] | Application hosting and database | [TBD] |
| [TBD: error-monitoring provider] | Error monitoring | [TBD] |
Paddle acts as reseller and merchant of record for payments and is an independent controller for billing data, not a sub-processor.
International transfers
Where Customer personal data is transferred from the European Economic Area to a country without an adequacy decision, the parties agree to the EU Standard Contractual Clauses adopted by Commission Implementing Decision (EU) 2021/914, Module 2 (controller to processor), and Farlane flows down Module 3 (processor to processor) to its sub-processors. For transfers from the United Kingdom, the UK International Data Transfer Addendum applies, and for Switzerland the clauses are adapted as the Swiss authority requires. The annexes to the clauses are completed with the processing details above. [TBD: clause 17 governing law and clause 18 courts.]
Attribution
This DPA is adapted from the Common Paper standard agreements (Data Processing Agreement), licensed under CC BY 4.0. Changes were made: the text was shortened and rewritten for Farlane's processing, sub-processors and transfers.