Customer terms of service agreement.

Thank you for using the website and services offered by Forge Applications, Inc. (together with its subsidiaries and other affiliates, “Forge,” “we”, “us” and “our”). The specific Services you order will be outlined in ordering documents (including any online form) issued by us specifying the Forge Services to be provided under these Terms and Conditions (“Order Forms”). To be eligible to use any of our Services, you must review and accept the terms outlined in this Customer Terms of Service Agreement (this “Agreement”) by signing the applicable Order Form provided by us and/or checking on the “I Agree” button or other mechanism provided. Your authorization to access and use any of our Services is conditioned on your acceptance of and compliance with the terms of the Order Form and this Agreement.

Please review this agreement carefully. By accepting this Agreement or using any of the Forge services, you agree to be bound by these terms and conditions.

Your account registration constitutes an acknowledgment that you can electronically receive, download, and print this Agreement, you agree to be bound by all terms within, and that you consent to do business electronically.

This Agreement applies to all Customers of the Forge Services, including, as applicable, administrators or employees authorized to act on behalf of an entity or other organization concerning the Forge Services (collectively, “Customers”). If you are registering for a Forge account or using the Forge Services on behalf of an entity or other organization, references to “you” and “your” are to such entity or organization and you are accepting this Agreement for that entity or organization and representing to us that you have the authority to bind that entity or organization to this Agreement (the term “Customer” will also refer to that entity or organization).

This Agreement contains an agreement to arbitrate, which requires, among other things, that disputes relating to this Agreement, your account or the Forge Services must be resolved by binding arbitration and on an individual basis only.

1. Forge Services

1.1 Provision of Forge Services; Description of Services

(a) Provision of Forge Services. We make the Forge Services available through this Agreement and any applicable Order Form, the Forge Privacy Policy, any Additional Terms (as defined in Section 5.6 below) and any supplemental policies or documents we provide or which we may present to you for review and acceptance at the time you subscribe to the applicable Forge Service (“Supplemental Terms”), all of which are incorporated into and form a part of this Agreement.

“Forge Services” means the current and future relationship development platform and technology-related services provided by us and our affiliates, as well as improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to those services.

(b) Description of Forge Services. We make the Forge Services available through our online and mobile device-based platforms that enable and coach individuals, employees or contractors of Customers (“Users”) in the development of business relationships. You acknowledge that all information provided through the Forge Services constitutes “Forge Content“ and is incorporated into the Forge Services. Users will be able to enter important data into Forge about their contacts, i.e., “John likes football”, which are called “Insights.” The default setting for Insights is that they are “Shared Data” which is made available to the Customer. Users may opt to mark Insights as “Private” and not to be shared with other Users, which may be beneficial if an Insight is of a highly personal nature, however Users must do so in a timely manner to prevent Insights becoming Shared Data by default. Insights can be ported by the User who continues to use Forge Services for their own personal use or as an employee or contractor of a different Customer. Shared Data comprised of contact information and meeting notes can be synced to the Customer’s CRM platform and the User’s mobile device. “Shared Data” may be retained by the Customer if the User is no longer employed or engaged by the Customer. Forge Services will provide different functionalities and access based on the type of description selected in the Order Form.

1.2 Eligibility and Jurisdiction

The Forge Services are only available for Customers and Users in those jurisdictions in which they may legally be sold. Nothing in the Forge Services shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. The technology and software underlying or distributed in using the Service and the transmission of any applicable data (the “Software“) are subject to Export Control Laws. No such Software or data may be downloaded from the Forge Services or otherwise exported or re-exported in violation of applicable Export Control Laws. Downloading or using such Software or data is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Forge Services, including as it concerns online conduct and acceptable content. Forge is not responsible for any liability arising from the use of the Services outside of the terms of this Agreement.

1.3 User Limitations

The Forge Services may only be accessed and used by individuals, employees or contractors of Customers (“Users“) who are (i) at least eighteen (18) years of age in the United States and territories not subject to the General Data Protection Regulation (“GDPR”) and Swiss Federal Act on Data Protection (“FADP”); and (ii) sixteen (16) years of age in territories subject to the GDPR and FADP, (iii) authorized by Customer to use the Forge Services, and (iv) otherwise not barred from using the Forge Services under applicable law. If you are a Customer, you are responsible for ensuring that any user that you allow to access the Forge Services is authorized to do so by law, and that such individual’s use of the Forge Services complies with all applicable laws and regulations.

1.4 Mobile Services

The Forge Services include certain services that are available via a mobile device, including (i) the ability to upload content to the Forge Services, (ii) the ability to browse the Forge Services and other websites, and (iii) the ability to access certain features of the Forge Services (collectively, the “Mobile Services“). To the extent you access the Forge Services through a mobile device, your network service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Customer and other entities by SMS, MMS, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number or other mobile identifier, you agree to promptly update your Customer account information to ensure that your messages are not sent to the person that acquires your old number. Forge is not responsible for lack of reception on your mobile device or if you change your telephone number.

1.5 Professional Services

(a) Professional Services. To the extent specified in the Order Form, we will provide professional services during regular business hours as further described in the Order Form (“Professional Services“). We will complete the Professional Services in the time and manner set forth in the Order Form. You will provide such reasonable access and assistance as we require to complete the Professional Services.

(b) Managed Services. If specified on the Order Form, we will provide purchased managed services (e.g., managed implementation) to you (“Managed Services”) per the timeline and key milestones we establish based on your requirements. You will provide reasonable and timely cooperation in connection with our provision of the Managed Services, and we will not be liable for any delay, costs, or other adverse conditions to the extent caused by your failure to provide us with any information, materials, reviews, confirmations, consents, or access to your facilities, networks or systems requested by or reasonably required for us to perform the Managed Services. If you do not perform your obligations with respect to the Managed Services, our obligation to perform the Managed Services may be suspended and additional fees may result.

(c) Time & Materials Support. We may provide you with the ability to schedule live and/or recorded appointments with our personnel to discuss questions related to, and take certain actions at your direction regarding, the Forge Services (“T&M Support“). T&M Support may be subject to additional fees as communicated to you at the time of scheduling, and the provision of T&M Support is governed by our then-current T&M Support policies.

2. Customer Responsibilities

2.1 Consent to Electronic Delivery; Electronic Signature

(a) Electronic Signature. By selecting an “I Accept” or equivalent button or checkbox on an Order Form you agree that it constitutes your electronic signature on the Order Form and this Agreement. You expressly affirm that: (i) you have read the Order Form and this Agreement and agree to be bound by them, (ii) you consent to conduct business electronically with respect to the transaction contemplated by the document, and (iii) you are authorized to enter into the Order Form and this Agreement and be bound by their terms.

(b) Electronic Delivery. You agree that we may electronically deliver service-related documents and/or disclosures to you. You also authorize us to receive such Service-related documents and/or disclosures electronically on your behalf, and agree to be notified of such notices electronically. We may provide electronic delivery via email to the email address provided by you in the Forge platform or by reference to a location on the Forge platform to which you have access. If you are using the Forge Services on behalf of a Customer and/or its employees and contractors, you represent that you have affirmative consent from your employees and/or contractors of such company to receive electronic disclosures from us through the Forge Services.

(c) Withdrawing Consent. As a Customer, you acknowledge that we rely on electronic communications as a core component of our services; accordingly, if you are using the Forge Services as an employee or contractor of a Customer, and the Customer withdraws electronic consent for itself and/or its employees and contractors, we may no longer be able to provide the Forge Services to you, and may terminate the Customer’s and your use of the Forge Services in whole or in part. If you are a Customer with employees or contractors using the Forge Services, it is your responsibility to ensure that employees and contractors are notified that electronic consent has been withdrawn and that they may no longer be able to receive the Forge Services.

2.2 Accuracy of Customer Information

All Forge Services will be based upon information provided to us by you or by your employees or contractors (“User Representations”). You must review all User Representations and ensure this information is accurate, complete, and timely. You acknowledge that we are entitled to rely conclusively on all User Representations and that we do not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the User Representations. You further acknowledge that we bear no responsibility and shall not have any liability for errors, omissions, penalties, fines, missed payments, judgments, incorrect coverage, or any other losses incurred that result from inaccurate, incomplete, or untimely User Representations.

2.3 Customer Data

For any information that you provide or make available through the Forge Services (including information based on the usage of or interactions with the Forge Services, or information about Users provided to Forge in connection with the creation or administration of a Forge Account (collectively, the “Customer Data“)), you represent and warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the in connection with your use of the Forge Services. In any event, if you request that Forge provide any Customer Data to any third party or to any non-U.S. Customer location, you represent that you have acquired any consents or provided any notices required to transfer this content or information and that any transfer does not violate any applicable laws. By providing any Customer Data to us, you grant and will grant us and our affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, license to copy, display, upload, perform, distribute, model, index, store, modify, create derivative works from and otherwise use your Customer Data to provide the Forge Services and interoperability with products offered by third parties (“Third Party Products”), including, without limitation, as included in this Agreement, Forge’s Privacy Policy, and Forge’s Data Protection Addendum. You understand that the technical processing and transmission of the Forge Services, including Customer Data, may involve (1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices.

2.4 Account Administration; Authorizations

(a) Accounts. To use the Forge Services, you must create an account (an “Account“) utilizing a Single Sign-On service managed by one of a select few third-party authorization providers with whom you maintain an email address (“Account Email“) and a master password (the “Master Password“). You will also be assigned a 16-character Cross-Device Access Key which is required to access your Account on additional devices and, together with the Account Email and Master Password, are your “Credentials“. You are responsible for the security of your Account and agree to keep your Credentials secure. You understand that your Account is solely for your use, and you will not share your Account or Credentials with anyone. You are fully responsible for all activities on the Forge Services associated with your Account. As a Customer, you are fully responsible for all activities of your employees and contractors on the Forge Services associated with their User Accounts.

(b) Account Administration. The Customer will designate and authorize one or more individuals with authority to (i) act on the Customer’s behalf, (ii) provide information on the Customer’s behalf, and (iii) bind the Customer and/or the Customer’s business concerning the Forge Services (each such individual, an “Account Administrator“). You are solely responsible for all actions taken under any account to which a Customer has access. Any actions taken under such accounts will be deemed authorized by the Customer, regardless of the Customer’s knowledge of such actions (the “Authorized Actions“). Authorized Actions include but are not limited to (iv) actions taken by the Customer, an Account Administrator, or any authorized representative of the Customer, (v) actions that the Customer, an Account Administrator, or an authorized representative (or anyone that Forge reasonably believes to be the Customer, an Account Administrator, or an authorized representative) directs or instructs Forge to take on its behalf. Authorized representatives may access the Forge Services solely to provide services to the Customer. Authorized representatives may not extract data from Forge for use outside of the Forge Services or as part of any data aggregation service.

(c) Account Security. You are solely responsible for (1) following instructions that we provide you concerning the Forge Services, and (2) maintaining applicable accounts with providers of Third Party Products (as defined below) utilized by you. You will adequately secure and keep confidential any of your passwords or credentials, and any information accessible via your account(s). You accept all risks of unauthorized use of your account(s) arising from your failure to implement security safeguards or otherwise maintain the confidentiality of your passwords or credentials and you release, indemnify, defend, and hold us harmless from any liability in connection with any such unauthorized access. If you believe or suspect that your account, passwords, or credentials have been accessed or compromised, you must immediately notify the relevant third party provider’s customer support, and also notify us at support@forgeyournetwork.com. We reserve the right to prevent access to the Forge Services if we have reason to believe that any accounts, passwords, or credentials have been compromised.

2.5 Third Party Products

The Forge Services may provide access to Third Party Products; however, Third Party Products are not Forge Services. Forge does not provide any representations, warranties, indemnities, or support concerning such Third Party Products. Any use of such Third Party Products and any exchange of data, including Customer Data, between the Customer or a User and any such third-party provider or Third Party Product is solely between the Customer or User and such third-party provider. When you agree to the provision of Forge Services, you grant Forge permission to allow the Third Party Product and its provider access to Customer Data as required for the Third Party Product to work as intended with the Forge Services. For the selected Third Party Products to work with the Forge Services, you may be required to obtain access to such Third Party Products directly from their providers, and/or grant Forge the ability to create, access, delete and/or otherwise modify your account(s) on such Third Party Products. You acknowledge that Forge is not responsible for any use, disclosure, modification, or deletion of Customer Data that is transmitted to, or accessed by, a Third Party Product, and that the handling of such Customer Data within the Third Party Product will be exclusively governed by the separate terms and agreements, if any, between you and such third party provider. The Customer and Users will comply with all terms and conditions applicable to the use of Third Party Products, and will not use Forge integrations with Third Party Products in any manner that damages, disables, overburdens, or impairs any websites, servers, or otherwise interferes with the Third Party Products. The Customer acknowledges it has sole responsibility for, and assumes all risks arising from, the Customer’s use of any Third Party Products. Forge does not guarantee the continued availability, operation, or utility of Third Party Products or Forge Services features integrated with Third Party Products and may cease providing certain Third Party Products via the Forge platform without notice or entitling you to any refund, credit, or other compensation.

2.6 Prohibited Activities

Any authorization to access or use the Forge Services extends only to the Forge Services for which you have subscribed and remain in good standing, and for which User conduct conforms with these terms and any applicable Additional Terms. You will not (nor will you permit any User or third party to):

Reverse engineer, decompile, disassemble, or otherwise create, attempt to create, or derive the source code underlying the Forge Services;
Transfer, resell, lease, license, or assign Forge Services or otherwise offer the Forge Services on a standalone basis, or permit any third party to access the Forge Services, without express permission from Forge;
Use or access the Forge Services for any purpose other than your bona fide internal business purposes;
Use or access the Forge Services (1) to build a similar or competitive product or service, (2) for third-party research purposes, or (3) to obtain unauthorized access to the Forge Services;
Share your Credentials with any other person, or allow any other person to use your Credentials to access the Forge Services;
Develop, support, or use software, devices, scripts, robots, spiders, offline readers, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Forge Services or otherwise copy profiles and other data from the Forge Services to enable, use, or build a similar or competitive product or service;
Tamper with the security of Forge’s systems or tamper with other customer accounts of Forge;
Attempt to probe, scan, or test the vulnerability of any Forge systems or to breach the security or authentication measures of Forge’s systems;
Use the Forge Services to send payments directly or indirectly to, or for the benefit of, any person or entity that is (a) located in any country or jurisdiction that is subject to economic sanctions; (b) identified on any internationally-recognized government list of prohibition, including the Specially Designated Nationals and Consolidated Sanctions List of the Office of Foreign Assets Control, U.S. Department of the Treasury; (c) owned or controlled by any person or entity in (a) or (b); or allow any such person or entity to use the Forge Services for these purposes; use the Forge Services in any manner that damages, disables, overburdens, or impairs any of our websites, servers, or otherwise interferes with any other party’s use of the Forge Services allow any person or entity to use the Forge Services for any purpose;
Access the Forge Services other than through our interface;
Access or obtain data from the Forge Services other than through the software applications, plugins, integrations, and extensions that are authorized by Forge and made available to you by Forge;
Engage in harassing or other inappropriate behavior towards any Forge employee;
Use the Forge Services for any fraudulent activity or purpose;
Use the Forge Services in violation of any applicable law, for illegal activities, or for activities outside the scope expressly permitted in this Agreement.

2.7 Compliance with Laws; Digital Millennium Copyright Act

(a) Compliance with Laws. You will be solely responsible for compliance with any and all applicable laws, rules, and regulations affecting your business, and any use you may make of the Forge Services to assist you in complying with any such laws, rules, or regulations. In addition, the Customer is responsible for ensuring that its employees and contractors comply with applicable laws while using the Forge Services, including the intellectual property and third-party rights of others.

(b) Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated under the Digital Millennium Copyright Act (“DMCA“), you should notify support@forgeyournetwork.com of your infringement claim, which shall include: (i) the subject line of “DMCA Takedown Request“; (ii) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (iii) a description of the copyrighted work or other intellectual property that you claim has been infringed; (iv) a description of where the material that you claim is infringing is located on the Forge Service, with enough detail that we may find it on the Forge Service; (v) your address, telephone number, and email address; (vi) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (vii) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. In accordance with the DMCA and other applicable law, Forge has adopted a policy of terminating, in appropriate circumstances and at Forge’s sole discretion, Users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Forge Services and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

3. Term and Termination

3.1 Term

The term of this Agreement will commence on the date you first execute an Order Form or, if earlier, begin using any Forge Service, and will continue until terminated as provided in this Agreement (the “Term“). Concerning any Forge Services provided under an Order Form, the subscription term for such Forge Services will be as specified in the applicable Order Form (concerning the applicable Forge Services, the “Initial Subscription Term“), and will automatically renew for additional periods equal to the shorter of the same duration as the Initial Subscription Term or twelve (12) months (each of the Initial Subscription Term and subsequent renewal terms, a “Subscription Term“), unless either party notifies the other party of non-renewal at least fourteen (14) days before the end of the then-current Subscription Term. We may change the Forge Services, stop providing the Forge Services or its features, or create usage limits for the Forge Services for all of our Users generally, provided that we will notify you of any material change at least thirty (30) days before the implementation of the change unless the changes are being made for legal reasons in which case we will notify you within a reasonable period. If we discontinue the Forge Services in its entirety, you will not be obligated to pay for the discontinued services after the date Forge ceases to offer the Forge Services.

3.2 Termination

We may immediately terminate your access to the Forge Services and this Agreement without liability to the Customer for any actual or suspected violation of any provision of this Agreement and failure to cure within thirty (30) days following written notice thereof. You may deactivate your Forge Services account at any time by using the tools provided in the Forge Services, however, (i) such action will not be deemed a termination of the Agreement or any associated payment obligations; (ii) the terms of this Agreement shall continue to apply until the end of the then-current Subscription Term, and to any use of the Forge Services whether during or after the Subscription Term; (iii) you will remain obligated to pay any outstanding fees to Forge according to the terms of Section 4.1 and your Order Form and will not be refunded any portion of the fees already paid; and (iv) solely in the event you pose a demonstrable credit risk to Forge, Forge may accelerate your unpaid payments or fees so that all such payment obligations become immediately due and payable. Customer may immediately terminate this Agreement and receive a refund of any prepaid and unused fees from the date of termination to the end of the Subscription Term if Forge is in material breach of any material term contained in this Agreement and fails to cure such breach within thirty (30) days following written notice thereof. Either party may immediately terminate this Agreement if the other party ceases business operations, generally stops paying its debts, becomes insolvent, or becomes the subject of a petition in bankruptcy, receivership, liquidation, or assignment for the benefit of creditors, provided however that such termination shall not affect Customer’s obligation to pay any outstanding fees due under Customer’s Order Form. Upon any termination, the parties will continue to be bound by any terms of this Agreement that by their nature extend beyond termination.

3.3 Suspension.

Without limiting our other rights or remedies, Forge may temporarily suspend your access to any portion of the Forge Services, including access to any leased equipment, without prior notice if (a) Forge reasonably determines that (i) there is a threat or attack on the Forge Services or other event that may create a risk to the Forge Services, you or any other customer or User of Forge; (ii) your use of the Forge Services disrupts or poses a security risk to the Forge Services or any other Forge customer; or (iii) you are in breach of Section 2.6 (Prohibited Activities) or Section 2.7 (Compliance with Laws; DMCA) or (b) Forge has notified you that any amount owed by you under this Agreement is thirty (30) or more days overdue, and you have failed to submit payment in full within five (5) days of receipt of such notice (collectively, “Service Suspensions“). We will provide notice of any Service Suspension following the commencement of the Service Suspension and provide updates regarding the resumption of Forge Services following any Service Suspension. Forge will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other direct or indirect consequences that you may incur as a result of any Service Suspension.

4. Service Fees and Charges.

4.1 Fees.

(a) Payment of Fees.

You agree to pay the fees for the Forge Services per the applicable Order Form and authorize us to conduct automatic debits of your designated bank account or other funding source for such fees as they become payable. Subscription fees are payable at the start of each Subscription Term (including any renewal terms), and we will automatically debit fees, and any applicable charges, from your designated bank account or funding source per Section 4.2 below.

(b) Minimum Number of Users.

You commit to a minimum number of Users and associated fees for each Subscription Term, as stated in the applicable Order Form. The number of Users can be increased by executing a new Order Form, but cannot be decreased during the Subscription Term; however, you may reallocate any unused User seats to other employees. If you add additional Users above the number stated in the applicable Order Form, you agree to pay all associated fees for such Users for the remainder of the Subscription Term. Unless otherwise stated in the applicable Order Form, additional User fees are based on the calendar month in which a User is enrolled or added to any Service, regardless of whether the User is only enrolled in the Services for a portion of such month, and will be prorated by month, where applicable, against the Subscription Term.

For past due amounts resulting from an ACH or credit card debit transaction that is rejected for insufficient funds, or any other rejected payment transaction, you understand that we may at our discretion attempt to process the debit again within thirty (30) days and that we may separately impose a fee of $25 for each such transaction, as permitted by applicable law. In the event of a failed or uncollected payment, and at our sole discretion, we may invoice you for any owed amounts and you agree to pay such invoice no later than fifteen (15) days after receipt thereof. Interest shall accrue on past due amounts at the rate of one and one-half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was first due until the date that we receive payment. We may report non-payment, past due receivables, and other trade information to corporate credit reporting and risk assessment agencies.

4.2 Automatic Debits.

When you subscribe to a paid product that is part of the Forge Services, you authorize us and our designated payment processors to store your designated bank account and credit card information and other related information. You authorize us to automatically debit or charge all applicable charges for such paid product from your designated payment account or credit card, including via ACH debit for bank accounts, on the date such charges become due. We may use third-party payment processors for payment transactions. This authorization to initiate ACH debit transactions will remain in full force and effect until we have received written notice from you by email at support@forgeyournetwork.com at least thirty days (30) in advance of the date the applicable charges for the paid product become due. Because these are electronic transactions, these funds may be withdrawn from your designated bank account or charged to your credit card immediately. You certify that you are an authorized user of the Customer’s bank account or credit card and the Customer will not dispute these scheduled transactions with such bank or credit card company so long as the transactions correspond to this Agreement, an applicable Order Form, and/or any other applicable agreement for such paid product. You agree to follow rules promulgated by the National Automated Clearing House Association (NACHA), which govern ACH transactions.

4.3 Fee Disputes.

You must notify us in writing if you dispute any portion of any fees paid or payable by you under this Agreement or any Order Form. You must provide us with written notice within thirty (30) days of the applicable charge and we will work together with you to resolve the applicable dispute promptly. If you do not provide us with written notice of your fee dispute within this 30-day period, you will not be entitled to dispute any fees paid or payable by you.

4.4 Taxes and Administrative Fees.

All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made by you. Certain Forge Services may be subject to credit card processing fees, foreign exchange fees or other administrative fees as specified in the Order Form (collectively, “Administrative Fees“), and you shall be responsible for payment of all applicable Administrative Fees.

5. Proprietary Rights and Confidentiality.

5.1 Forge’s Ownership Rights.

As between the parties, all right, title, and interest in and to the Forge Services, including Forge Content, shall remain vested in Forge. Except for the express rights granted in this Agreement, we also reserve all right, title, and interest in and to the Forge Services and Forge’s Confidential Information.

5.2 Feedback.

The Customer or its Users may from time to time provide us with suggestions or comments for enhancements or improvements, new features or functionality, or other feedback (“Feedback“) concerning the Forge Services. We will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features, or functionality. We will have the full, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback in connection with its products and services and will own all right, title, and interest in all enhancements, new features, or functionality.

5.3 Confidentiality.

“Confidential Information“ means any information disclosed by either party that should be reasonably understood to be confidential in light of the nature of the information. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, before disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only to fulfill its obligations or exercise its rights under this Agreement. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party, other than furnishing such Confidential Information (i) to its employees and consultants who are required to have access to the Confidential Information in connection with the exercise of receiving party’s rights or performance of its obligations under this Agreement, and (ii) to its professional advisers (e.g., lawyers and accountants), provided, however, that any such employees, consultants and advisers are bound by agreements or, in the case of professional advisers, ethical duties, to treat, hold and maintain such Confidential Information in a manner that is consistent with the terms and conditions of this Section. You acknowledge and agree that we may preserve Confidential Information (including, without limitation, Customer Data) and may also disclose Confidential Information and Customer Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Forge, its users and the public.

5.4 Data Security and Privacy.

(a) Data Security. Forge will implement and maintain commercially reasonable and industry-standard administrative, physical, organizational, and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any Customer Data. Such safeguards will include, at minimum, an industry-standard information security program to safeguard such Customer Data as well as procedures to help ensure that only those with a “need to know” have access to such Customer Data. Forge will take commercially reasonable measures to investigate, contain, and mitigate any incident that has or potentially has compromised the security, confidentiality, or integrity of any Customer Data. Forge will promptly notify Customer upon becoming aware of an incident that has or potentially has compromised the security, confidentiality, or integrity of such Customer Data. Forge will comply with all notification obligations that may be required by applicable state and federal laws and regulations. Forge further reserves the right to protect its network and services from external threats, including by restricting network access from various hosting providers, traffic proxies, and locations where Forge does not conduct business.

(b) Data Privacy. Forge will process User personal information that Forge collects and processes in connection with the Services per Forge’s Privacy Policy available at Forge Privacy Policy.

5.5 Third Party Distribution Channels.

Forge offers Software applications that may be made available through the Apple App Store, Google Play, or other distribution channels (“Distribution Channels“). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel (“Additional Terms”). This Agreement is between you and Forge only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Forge Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.

With respect to Software that is made available for your use in connection with an Apple-branded product (“Apple-Enabled Software“), in addition to the other terms and conditions outlined in this Agreement, the following terms and conditions apply:

•Forge and you acknowledge that this Agreement is between Forge and you only, and not with Apple Inc. (“Apple”), and that as between Forge and Apple, Forge, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Forge’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
Forge and you acknowledge that Forge, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Forge and Apple, Forge, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to support@forgeyournetwork.com.

Forge and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.

6. Disclaimer.

Except as expressly provided herein, the forge services are provided “as is” to the fullest extent permitted by law. Forge hereby disclaims any and all warranties, express or implied, including but not limited to the warranties of merchantability, title, non-infringement, and fitness for a particular purpose in relation to the forge services. Without limiting the foregoing, forge does not warrant that the forge services will be error-free or that they will meet any specified service level, or will operate without interruptions or downtime. No advice or information, whether oral or written, obtained by you from forge or through the forge services will create any warranty. Forge does not warrant, endorse, guarantee or assume responsibility for any third party product. To the extent this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under that law.

7. Indemnification.

7.1 Indemnification by You.

You will defend us and our affiliates and their respective officers, directors, employees, owners, and agents (collectively, the “Forge Indemnified Parties“) from and against any third-party claims, actions, suits, proceedings, and demands that are filed or threatened against us arising from or related to (i) your or any of your Users’ violation of the Agreement or the User Terms, or (ii) any instruction you gave us or any incomplete or incorrect information you provided us (collectively, a “Claim Against Us“), and you will indemnify the Forge Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Forge Indemnified Party in connection with or as a result of, and for amounts paid by a Forge Indemnified Party under a settlement you and we approve of in connection with, a Claim Against Us. We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defense and control and cooperate with any reasonable requests assisting your defense and settlement of such matter. In addition to the indemnification described in this section, the Forge Indemnified Parties may seek any additional legal and equitable rights and remedies.

7.2 Indemnification by Us.

Forge agrees to indemnify, defend, and hold you harmless against any and all third-party claims, actions, suits, proceedings, and demands (“Claim Against You“) arising out of allegations by a third party that the Forge Services or any portion thereof infringe(s) or otherwise violate(s) such third party’s intellectual property rights. To receive the benefit of such indemnity, you must give Forge prompt written notice of the Claim Against You, sole control to defend and settle such Claim Against You, and all reasonable cooperation, at our expense, in our defense and settlement of the Claim Against You. If a claim under this clause is made or is likely to be made, we may: (a) procure a license to allow you to continue using the allegedly infringing component(s) of the Forge Services, (b) modify the infringing component(s) to make them non-infringing, or (c) if (a) and (b) are not reasonably available, terminate your right to use the infringing component(s) effective immediately and refund you any prorated fees associated with such component from the termination date to the end of the then-current Subscription Term. This section states our entire responsibility and your sole and exclusive remedy concerning infringement of third party intellectual property rights under this Agreement.

8. Limitation of Liability.

You acknowledge and agree that the essential purpose of this Section 8 is to allocate the risks under this Agreement between the parties and limit potential liability given the fees, which would have been substantially higher if Forge were to assume any further liability other than as set forth herein. Forge has relied on these limitations in determining whether to provide you with the rights to access and use the Forge Services provided for in this Agreement.

Except with respect to Forge’s IP indemnification obligations, under no circumstances shall Forge, its affiliates, agents, directors, officers, employees, owners, suppliers and licensors be liable for any indirect, special, incidental, consequential, exemplary, punitive, or other indirect damages, or for lost profits or lost data arising out of the use or inability to use the Forge Services or any failure or delay in delivering the Forge Services, even if Forge has been advised of the possibility of such damages. Forge, its affiliates, agents, directors, employees, suppliers and licensors shall not be liable to you for direct damages, in the aggregate, exceeding the amount of fees paid to Forge hereunder in the twelve (12) months preceding the claim that gave rise to the liability. The limitations in this section apply to the fullest extent permitted by law, even if Forge has been advised of the possibility of such damages.

Some states, provinces and other territories do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The exclusions and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law. If any portion of these sections is held to be invalid under the laws of any state, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.

9. Miscellaneous.

9.1 Assignment; Delegation. The Forge Order Form, this Agreement, and any rights and licenses granted within, may not be transferred or assigned by you without our prior written consent at our sole discretion. Any attempted transfer or assignment without our written consent shall be null and void. We, in our sole discretion, may use vendors or contractors to help provide the Forge Services to you, and may, subject to applicable data privacy laws, change our use of vendors or contractors without notice to you. We will remain responsible for the acts and omissions of such vendors and/or contractors. To the extent consistent with applicable law, We and/or our Affiliates may receive commissions, referral fees, or other sources of revenue resulting from your use of the Forge Services and/or certain Third Party Products.

9.2 Governing Law. This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Subject to the agreement to arbitrate below, all disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Kent County, Delaware USA, and the parties hereby consent to the personal jurisdiction of these courts.

9.3 Notices. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, mobile messaging (e.g., SMS or MMS), mail, written or hard copy notice, or through posting of such notice on the Forge Services, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification if provided in the Forge Services. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide. We may, in our sole discretion, modify or update this Agreement from time to time, so you should review this page periodically. When we materially change this Agreement, we will update the ‘Last Updated’ date at the top of this page and notify you that material changes have been made to this Agreement. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the Forge Services or changes made for legal reasons will be effective immediately. Your continued use of the Forge Services after the date any such change becomes effective constitutes your acceptance of this Agreement, as updated. If you do not agree to any of these terms or any future terms, you may not use or access the Forge Services. Notices to Forge shall be made to the attention of the “Legal Department” and sent via mail to Box 625, Danboro, PA 18916, with a copy sent via email to support@forgeyournetwork.com.

9.4 Waiver. No waiver of any rights will be effective unless agreed to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.5 Relationship. Nothing contained in this Agreement will in any way constitute any association, partnership, agency, employment, or joint venture between the parties, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing in this Agreement will give rise or is intended to give rise to any rights of any kind to any third parties.

9.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible per the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.7 Force Majeure. Neither party will be deemed in breach of this Agreement for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, Act of God, labor controversy, civil disturbance, government shutdown, pandemic, epidemic, terrorism, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

9.8 Entire Agreement. This Agreement (including all Order Forms, the Forge Privacy Policy, the Forge Data Processing Addendum, Additional Terms, and any supplemental policies or terms referenced in this Agreement or which we may present you for review and acceptance at the time you subscribe to the applicable Forge Service) comprises the entire agreement between you and us concerning its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials, presentations, and agreements. No oral or written information or advice given by us, our agents, or our employees will create a warranty or in any way increase the scope of the warranties in this Agreement. We and you declare that together we have requested and do hereby confirm our combined request that the present agreement and the related ancillary documents be in English. The English language version of this Agreement and any other document, policy, terms, or other materials referenced herein or provided hereunder shall control in the event of a conflict or inconsistency with any translated version, each of which are binding in the English version only, and with any other version of the present agreement made available in any other language being for convenience only.

9.9 Interpretation. Terms and phrases that are defined in any part of this Agreement shall have the defined meanings wherever used throughout this Agreement.

(a) Any reference to “including” in the Agreement means “including without limitation.”

(b) Unless there is a specific reference to the contrary, any reference to “day” or “days” in the Agreement shall mean calendar days.

9.10 Marketing. You agree that Forge may use your organization’s name and logo and the name and image of your organization’s employees on our website and in other promotional marketing materials unless you opt out of such usage by sending an email to support@forgeyournetwork.com.

9.11 Anti-Corruption.

(a) Each party agrees, in its performance of its obligations under this Agreement, to comply, and to cause its affiliates to comply, with applicable Anti-Corruption Laws, which may include but are not limited to the US Foreign Corrupt Practices Act (“FCPA“), the UK Bribery Act (the “UK Act“), the Mexico General Law on the National Anti-Corruption System (“GLAR“), the Canadian Corruption of Foreign Officials Act (“CFPOA“), as applicable, and all other applicable anti-corruption and anti-bribery laws (collectively, “Anti-Corruption Laws“). In general, the Anti-Corruption Laws prohibit directly or indirectly making, promising, authorizing, or offering any advantage or anything of value to public officials or private persons or corporations to secure an improper advantage, to improperly obtain or retain business, or to direct business to any other person or entity.

(b) Each party will maintain policies and procedures designed to ensure its compliance with applicable Anti-Corruption Laws. Neither party shall knowingly take any action that would cause the other party to violate Anti-Corruption Laws. Each party shall immediately notify the other party if such party has any information or suspicion that there may be a violation of any Anti-Corruption Law in connection with the performance of any activities under

this Agreement.

9.12 Export Compliance. You agree that your use of the Forge Services will comply with all export and import laws and regulations of the United States and other applicable jurisdictions (“Export Control Laws“). You represent and warrant that (a) you and your organization’s members are not citizens of, or located within, a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including, without limitation, Cuba, Iran, Syria, Sudan, Russia-Belarus and North Korea); (b) neither you nor your organization’s members are identified on any government restricted party lists (including, without limitation, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the Denied Party List, Entity List and Unverified List, administered by The Bureau of Industry and Security of the U.S Department of Commerce, and the UK Sanctions List); and (c) that no Customer Data is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You acknowledge that the Forge Services may not be available in all jurisdictions, and that you are solely responsible for complying with the Export Control Laws and monitoring Export Control Laws for any modifications.

9.13 Future Functionality. You agree that you have not relied on the availability of any future functionality of the Forge Services or any other future product or service in executing this Agreement or any Order Form. You acknowledge that information provided by us regarding future functionality should not be relied upon to make a purchase decision.

9.14 Construction. We have prepared this Agreement and provided it to you for your review. You have either retained counsel or had the opportunity to do so to review this Agreement. Regarding any dispute concerning the meaning of this Agreement, this Agreement will be interpreted as a whole with reference to its relevant provisions and in accordance with its fair meaning, and no part of this Agreement will be construed against us on the basis that we drafted it. This Agreement will be viewed as if prepared jointly by you and us.

9.15 Headings. Captions and organization are for convenience and may not be used in construing meaning.

10. Agreement to Arbitrate and Class Action Waiver

10.1 First Try Customer Support. If you have any issues with Forge Services, Forge, or any issue covered by this Agreement, you must try to resolve the issue first through Forge customer support. If you are not able to resolve the issue through Forge customer support within sixty (60) days, you may pursue the dispute resolution procedures detailed in the remainder of Section 10.

10.2 Agreement to Arbitrate.

Any dispute or claim relating in any way to your use of or access to the Forge Services, Forge software, or any product or service integrated with the Forge Services, as well as any dispute or claim relating to or arising under this Agreement (including under Forge’s Privacy notice, Forge’s Data Processing Addendum, and any applicable Additional Terms), shall be resolved by binding, individual arbitration, rather than in court. The terms in this section are referred to as the “arbitration agreement.” this arbitration agreement applies to all such claims, brought under any legal theory, unless the claim fits in one of the exceptions identified in section 10.3.

This arbitration agreement is governed by the Federal Arbitration Act (FAA) and, where applicable, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“NY Convention”) (each as in effect as of the date the arbitration agreement is invoked), including its procedural provisions, in respects. This means that the FAA and/or the NY Convention governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver discussed below. State, provincial or other local arbitration laws do not govern in any respect.

This arbitration agreement is intended to be broadly interpreted and will survive termination of this Agreement, which means (among other things) that this arbitration agreement applies even after you have stopped using your Forge account or have deleted it. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this agreement is void or voidable. If the parties have a dispute about whether this arbitration agreement can be enforced, whether this arbitration agreement applies to a dispute, or any other dispute about the meaning or scope of this arbitration agreement, the parties agree that the arbitrator shall have exclusive authority to resolve the dispute.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow this Agreement as a court would. For the avoidance of doubt, the arbitrator can award public injunctive relief.

In the event this arbitration agreement is for any reason held to be unenforceable or inapplicable to a claim, any litigation against Forge (except for the intellectual property and small claims actions described in Section 10.3 below) may be commenced only in those courts referenced in Section 9.2, and both parties consent to the jurisdiction of those courts for such purposes.

10.3 Exceptions to Agreement to Arbitrate.

You and Forge agree that the agreement to arbitrate will not apply to any disputes relating to your or our intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights, or patents) and that such disputes may be brought in any court that has jurisdiction over such claims. Also, either party can bring a claim in small claims court in Bucks County, Pennsylvania (or small claims court in another place if both parties agree in writing), if it qualifies to be brought in that court.

10.4 Details of Arbitration Procedure.

(a) Informal Resolution. You and Forge agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. Prior to demanding or filing any arbitration, you and Forge agree to personally meet and confer, in person or by videoconference, in a good-faith effort to resolve informally any claim covered by this arbitration agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice unless an extension is mutually agreed upon by the parties. To notify Forge that you intend to initiate an informal dispute resolution conference, email support@forgeyournetwork.com with the subject “INFORMAL DISPUTE RESOLUTION REQUEST” and provide your name, the telephone number associated with your Forge account, the email address associated with your Forge account, and a description of your claim. In the interval between the party receiving such a notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process described in this paragraph.

(b) If the informal dispute resolution process does not result in a resolution of the dispute within 60 days after the conference is held, either party may initiate an arbitration proceeding under the then-current version of the American Arbitration Association’s (“AAA“) Commercial Arbitration Rules (the “AAA Rules“). The AAA Rules are available on the AAA’s website at http://www.adr.org or Customer can call them at 1-800-778-7879. The arbitration will be governed by the AAA Rules and will be held before a single arbitrator appointed in accordance with the AAA Rules. To the extent anything described in this agreement to arbitrate conflicts with the AAA Rules, the language of this agreement to arbitrate applies. Any arbitration will be conducted in Bucks County, Pennsylvania, or in another location that both parties agree to in writing.

(c) Discovery. Each party will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and each party may take one (1) deposition. All such discovery will be in accordance with procedures approved by the arbitrator. This agreement to arbitrate does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.

(d) Arbitration Award. The arbitrator’s award will be based on the evidence admitted and the substantive law of the Commonwealth of Pennsylvania and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify this Agreement, and may not award any relief that is inconsistent with this Agreement. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees.

(e) Final and Binding. Except as provided in the Federal Arbitration Act and/or the New York Convention, as applicable, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.

10.5 Class Action Waiver.

You and Forge agree that any claims or controversies between the parties must be brought against each other on an individual basis only, and not in a class, consolidated, or representative action. That means neither party can bring such a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine or consolidate more than one person’s or one entity’s claims into a single case, and cannot preside over any consolidated, class, or representative proceeding (unless all parties agree otherwise in writing). Further, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other entities or Forge customers, and cannot be used to decide other disputes with other customers.

You knowingly, voluntarily, and intentionally agree to waive any right to participate in a class-wide or representative arbitration, and you knowingly, voluntarily, and intentionally agree to waive any right to participate in any class action lawsuit (including for any claim that is determined not to be subject to arbitration under these terms).

If a court decides that this class action waiver is not enforceable or valid, then the entire agreement to arbitrate will be null and void, but the rest of this Agreement will still apply.

10.6 Waiver of Judge or Jury Trial.

We believe that any disputes between you and us can be resolved more expeditiously through arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Except as outlined in section 10.3, you knowingly, voluntarily, and intentionally agree to waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury.

Customer terms of service agreement.

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