This Agreement (this “Agreement“) contains the terms and conditions (“Terms”) that govern your access to the Site and use of the Services (as defined below) and Site Products (as defined below) and is an agreement between Forge3, Ltd. (“Forge3,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). PLEASE REVIEW THE FOLLOWING TERMS CAREFULLY BEFORE USING THE SITE. BY USING THE SITE, SERVICES AND SITE PRODUCTS, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.
Forge3 reserves the right to change any of the terms and conditions contained herein or any policies or guidelines governing the Site, Services or Site Products, at any time and in its sole discretion, without notice. Any changes will be effective upon posting of the revisions on the Site. YOUR CONTINUED USE OF THIS SITE, SERVICES AND SITE PRODUCTS FOLLOWING FORGE3’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, DO NOT CONTINUE TO USE THE SITE PRODUCTS, SERVICES OR THIS SITE.
1. Services and Site Products.
1.1 Services. Forge3 may provide to you education and consulting services including, without limitation, instructive documentation, webinars, seminars and presentations or instructional courses, training and optimization of web-based personal and company profiles and recommendations for Web-based applications and products or use of social media outlets (each, a “Service” and collectively, the “Services”).
1.2 Site Products. Forge3 may also provide to you products developed in-house by Forge3 (“Forge3 Products”) as described on the Site. Forge3 may also make available to you Forge3 Store Products (as defined in Section 2.4.2) via the Site. Forge3 Products and Forge3 Store Products may be collectively referred to as “Site Products.”
1.3 Modification to Services and Site Products. Forge3 reserves the right to modify or discontinue any of the Services and Site Products (including all of the Services and Site Products as a whole) or change or remove features or functionality of any or all of Services and Forge3 Products from time to time. Forge3 shall notify you of any material change to or discontinuation of any or all of the Services and Site Products either by posting a notice on the Site or via the email address associated with your account.
2. Use of the Site, the Services and Site Products.
2.1 Generally. You may access and use the Site, any or all of the Services and Site Products in accordance with this Agreement. You will adhere to all laws, rules, and regulations applicable to your use of the Site, the Services and Site Products, including without limitation, these Terms, any state or federal laws and any policies incorporated by reference into these Terms.
2.2 Eligibility. Use of the Site, Site Products and the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services and Site Products. You hereby represent to Forge3 that you are not a minor, are at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. To register on the Site, You must provide your real name, company name (if applicable), address, phone number and email address, along with other information that may be required from time to time. You acknowledge and agree that it is your sole responsibility to ensure that all account information remains complete and accurate.
2.3 Your Account. Your password may be used only to access the Site and use or purchase the Services and Site Products. If you use this Site and any or all of the Services or Site Products, you agree to be solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You may not disclose your password to any third party (other than third parties authorized by you to use your account), and you further agree to accept sole responsibility for all activities that occur under your account or password. You acknowledge and agree that Forge3 shall not be liable for any loss or damage resulting, directly or indirectly, from any failure by you to comply with this confidentiality obligation. You agree that you shall not use the Site, Services or Site Products for any illegal or unauthorized purpose and further agree to comply with all applicable laws, statutes and regulations regarding your use of the Site, Services or Site Products. Forge3 reserves the right to refuse access to the Site, Services or Site Products or terminate your account in its sole discretion, and shall have no obligation to provide a refund of any amounts previously paid.
2.4 Third Party Products; Forge3 Store Products; Forge3 Merchandise.
2.4.1 Forge3, either on the Site by providing a link to a third-party website or in conjunction with providing a particular Service, may recommend applications, software, services and products (collectively, “Third Party Products”) to you which are made available to you and/or developed by a third party (“Third Party Provider”). Third Party Products may be made available directly to you by Third Party Providers under separate terms and conditions, including separate fees and charges. You acknowledge and agree that Forge3 shall not be responsible for examining or evaluating the content or accuracy of any third party website and that Forge3 does not warrant and will not have any liability or responsibility for any third party materials or websites, or for any other materials, products, or services of third parties. You further acknowledge and agree that your use of any Third Party Product is at your sole risk and that Forge3 shall have no liability whatsoever for your use of or inability to use any Third Party Product. The Third Party Provider of any Third Party Product will be solely responsible for providing maintenance and support services with respect to that Third Party Product, as may be specified in any end user license agreement or as required under applicable law, and you acknowledge and agree that under no circumstances shall Forge3 shall have any liability for your ability to use or access any Third Party Product. You acknowledge and agree that any Service provided in conjunction with a Third Party Product is for the current version of that Third Party Product as of the date you purchase the Service. Forge3 has no control as to when a Third Party Provider may change any features or functionality of a Third Party Product. Forge3 expressly disclaims and you hereby release Forge3 from any and all liability to either continue to provide a Service or modify a Service previously provided in the event that a Third Party Provider updates, modifies or otherwise changes in any way a Third Party Product after the date you purchase a Service from Forge3.
2.4.2 Subject to the provisions in Section 2.4.1, Forge3 may also make available to you Third Party Products directly from the Site (“Forge3 Store Products”). You acknowledge and agree that any Forge3 Store Product is licensed, not sold to you, and is subject to any terms and conditions and end user license agreement thereof by the Third Party Provider. You further acknowledge and agree that (1) any license you may acquire to a Forge3 Store Product is from the Third Party Provider and that Forge3 is acting as agent for the Third Party Provider in providing any such Forge3 Store Product to you; (2) Forge3 is not a party to the license between you and the Third Party Provider with respect to that Forge3 Store Product; (3) the Third Party Provider of each Forge3 Store Product is solely responsible for that Forge3 Store Product, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims that you or any other party may have relating to that Forge3 Store Product; and (4) Forge3 is a third-party beneficiary of any Third Party Provider’s end user license agreement for each Forge3 Store Product and that, upon your acceptance of the terms and conditions of the license to any such Forge3 Store Product, Forge3 will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third-party beneficiary thereof.
2.4.3 In certain circumstances, Forge3 may receive affiliate fees or commissions from a Third Party Provider in the event you purchase a Forge3 Store Product. You acknowledge and agree that Forge3 has no ownership, right or title to any such Forge3 Store Product and that any recommendations for you to purchase a Forge3 Store Product are based on the solely on your needs and the information provided by you to Forge3 and in no way whatsoever on the possibility of any compensation by a Third Party Provider.
2.4.4 Forge3 may sell merchandise, including, without limitation, clothing, office supplies and other novelty items (collectively, “Forge3 Merchandise”), on the Site for you to purchase. Shipping for any Forge3 Merchandise will be at a flat rate as set forth in that product description. Forge3 will accept returns on Forge3 Merchandise within thirty (30) days of purchase; provided, however that you are responsible for paying any return shipping charges.
3. Payment, Fees and Money-Back Guarantee.
3.1 One-Time Payment. You will pay us the applicable fees and charges (including any taxes, as applicable) for use of a Service or purchase of any Site Products as described on the Site using one of the payment methods we support.
3.2 Monthly Subscription Fees, Renewal, Cancellation and Trial Period.
3.2.1 Monthly Subscription Fees. Certain Services or Site Products may be offered on a monthly subscription basis (“Monthly Subscription”) and will have a monthly subscription fee (“Monthly Subscription Fee”) as described on the Site. If you purchase a Monthly Subscription, you agree to pay the Monthly Subscription Fee (including any taxes, as applicable) for the Monthly Subscription as described on the Site using one of the payment methods we support. From time to time, we may offer different Monthly Subscriptions and the applicable Monthly Subscription Fee for any such Monthly Subscription may vary.
3.2.2 Automatic Renewal. Unless you are enrolled in a Trial Period (as defined below), your Monthly Subscription Fee will automatically renew each month from the original date you purchased the Monthly Subscription, unless otherwise agreed to by Forge3, (“Renewal Date”) unless you indicate prior to your Renewal Date and in accordance with Section 3.2.3 that you do not want to renew the Monthly Subscription. If you have not cancelled your Monthly Subscription by your Renewal Date, you hereby authorize us to charge the Monthly Subscription Fee to the payment method we have on file. Unless otherwise stated, renewal terms are for one (1) month at the then-standard rate. All Monthly Subscription Fees are non-refundable.
3.2.3 Cancellation. To cancel your Monthly Subscription, including during any trial period offered through the Site, contact Forge3 via the online account management portal located on the Site.
3.2.4 Trial Period. Forge3 may offer trial periods, either free of charge or at a discounted rate, (each a “Trial Period”) for certain Monthly Subscriptions, which are subject to this Agreement except as may otherwise be stated in the trial offer. We require you to provide your credit card information when you register for a Trial Period. Forge3 reserves the right to reject or terminate the Trial Period at any time, for any reason or no reason. If you do not cancel the Monthly Subscription within the time stated for the Trial Period, you hereby authorize you to charge you the full Monthly Subscription Fee to the credit card we have on file for you. You further agree that the Monthly Subscription will continue in accordance with the terms set forth in Sections 3.2.1, 3.2.2 and 3.2.3.
3.3 30-Day Money Back Guarantee. For certain Services and Site Products, as may be described on the Site, Forge3 may offer a 30-day money back guarantee in which you may, for any reason or no reason and with written notice to Forge3, discontinue using that particular Service or Site Product and receive a full refund of the purchase price.
4. Proprietary Rights.
4.1 Your Content. If applicable to a particular Service or Forge3 Product, you shall provide to Forge3 any logos, requested look and feel, data, requirements and information (“Content”) to be used by Forge3 in order to provide the Service. You hereby grant to Forge3 a perpetual, non-exclusive, royalty-free license to use, copy and modify your Content for use in the Services on your behalf. You warrant to Forge3 that you have the full legal right to grant to Forge3 the right to use your Content hereunder and your Content does not infringe upon any patent, copyright, trade secret or other proprietary right of any person or entity. You shall indemnify and defend Forge3 against any third party claims, damages, liabilities, judgments, obligations and losses, demands (including reasonable attorney’s fees) attributable to a breach of the foregoing warranty.
4.2 Limited License to Use Forge3 Products. Subject to your compliance with these Terms, Forge3 grants to you a limited, revocable, non-exclusive, and non-transferable user license to use the Forge3 Products. This limited license shall become effective upon your acceptance of the Terms and shall terminate upon the earlier of your discontinued use of the Forge3 Products or at any other time in Forge3’s sole discretion. Forge3 owns and retains all right, title, and interest (ownership or otherwise) in and to the Site, Services and Forge3 Products (except for any licensed content and software components included therein). Accordingly, except as is expressly set forth herein, you shall have no right, title or interest in the Services or Forge3 Products. In addition, You shall not: (i) create derivate works in any manner based on the Forge3 Products, (ii) decompile, reverse-engineer or disassemble the Forge3 Products, or (iii) access the Forge3 Products in order to build or attempt to build a competitive product or service, or copy or attempt to copy any code (source or complied), features, functions or look and feel of the Forge3 Products.
4.3 Copyright. All content, and any compilation thereof, included on the Site or in the Services and Forge3 Products, including, without limitation, text, graphics, logos, icons, images, digital downloads, data compilations and software, is the property of Forge3 and is protected by and subject to all US and international copyright laws.
4.4 Trademarks. “Forge3”, “Safestacks,” “The Bicycle Wheel of Business” and “Work hard. Play hard. Forge ahead.” and associated graphic marks are trademarks of Forge3, Ltd. in the United States and/or other applicable countries. Forge3’s trademarks may not be used in connection with any product or service that is not Forge3, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Forge3, Ltd. All other trademarks not owned by Forge3 or its affiliates that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Forge3.
5. Indemnification. You agree to defend, indemnify and hold Forge3 and, without limitation, any subsidiaries, parents and affiliates, and their respective officers, directors, shareholders, members, agents, representatives, employees, contractors, successors and assigns harmless from and against any and all injuries, claims, losses, liabilities, costs and expenses (including but not limited to attorneys’ fees, costs and expenses) or damages of any kind arising from or in connection with (a) your access to or use of the Site, Services or Site Products; (b) your breach of any of these Terms, including the documents incorporated by reference; (c) your violation of any state, federal foreign or international laws, codes or regulations; and/or (d) your violation of any third party’s rights, including, but not limited to, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.
6.1 NO WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SITE, THE SERVICES OR THE SITE PRODUCTS IS AT YOUR SOLE RISK. EXCEPT AS MAY BE PROVIDED FOR IN SECTION 3.3, THE SITE, SERVICES AND SITE PRODUCTS ARE PROVIDED “AS IS.” FORGE3 MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES AND SITE PRODUCTS PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, AND FORGE3 SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH SUCH WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR PERFORMANCE, QUIET ENJOYMENT, NONINFRINGEMENT OR USAGE OF TRADE. NO ADVICE, INFORMATION OR RECOMMENDATIONS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FORGE3 SHALL CREATE ANY WARRANTY WHATSOEVER. FORGE3 DOES NOT WARRANT THAT THE SITE, SERVICES OR SITE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS OR COMPLETELY SECURE.
6.2 You further acknowledge and agree that Forge3 makes no representation or warranty regarding, and shall have no obligation or liability whatsoever for, any advice or recommendations for content, applications, services, products or software including, without limitation, Third Party Products or Forge3 Products, that may be made by Forge3 in the course of performing Services hereunder. You acknowledge and agree that any such advice or recommendations are either developed as a part of Services provided by Forge3 or based on information and data provided by you to Forge3, and Forge3 shall have no liability with respect to inaccuracies or mistakes in such data and information.
7. Limitations of Liability.
UNDER NO CIRCUMSTANCES SHALL FORGE3 BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, GOODWILL OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICES, THE SITE PRODUCTS, ADVICE PROVIDED TO YOU BY FORGE3 OR ANY SITE PRODUCTS THAT MAY BE RECOMMENDED TO YOU. IN NO EVENT SHALL FORGE3’S LIABILITY FOR ACTUAL DIRECT DAMAGES IN THE AGGREGATE EXCEED THE FEES PAID TO, OR TO BE PAID TO, FORGE3 UNDER THE APPLICABLE SERVICE OR SITE PRODUCT GIVING RISE TO THE LIABILITY. FORGE3 DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE AVAILABILITY AND PERFORMANCE OF THE INTERNET, EMAIL, AND THIRD PARTY PRODUCTS. THIS SECTION STATES YOUR SOLE REMEDY AND EXCLUSIVE LIABILITY FOR ALL DAMAGES WHATSOEVER, IN CONTRACT OR TORT OR OTHERWISE UNDER THIS AGREEMENT.
8.2 Confidentiality. Each party shall maintain any and all Confidential Information (defined below) of the other party in strict confidence and shall not disclose, use, commercialize, make copies of or otherwise appropriate, in whole or in part, any Confidential Information of the other party without the prior written consent of such party, except as necessary to implement or perform this Agreement, or except as required by law, provided that the other party is given a reasonable opportunity to obtain a protective order. Without limiting the foregoing, each party agrees to safeguard the Confidential Information of the other party and to prevent its unauthorized or inadvertent use, copying or disclosure thereof in a manner not less than that employed to protect such party’s similar confidential information and always with at least a reasonable degree of care. “Confidential Information” means any business information (whether written, oral or stored in any information storage and/or retrieval medium or device) disclosed by one party to the other in connection with this Agreement unless it is or later becomes publicly available through no fault of the other party or it was or later is rightly developed or obtained by the other party from independent sources free from any duty of confidentiality. The receiving party shall be liable for any breach of this Agreement by any of its employees, agents, contractors or any other person or entity who obtains access to or possession of any of the disclosing party’s Confidential Information from or through the receiving party. Each party acknowledges that its breach of any of the covenants set forth in this Section 8.2 may result in immediate and irreparable injury to the other party. The parties agree that in the event of a breach or threatened breach of this Section 8.2, the non-breaching party shall be entitled to seek from any court of competent jurisdiction preliminary and permanent injunctive relief or a decree of specific performance, which remedy shall be cumulative and in addition to any other rights and remedies to which the non-breaching party may be entitled, without necessity of posting bond or other security. The existence of any claim or cause of action that a party or any third party may have against the other party shall not constitute a defense or bar to the enforcement of any of the provisions of Section 8.2.
8.3 Publicity. You hereby grant to Forge3 a limited scope license to use and publish your name and/or trademark as part of Forge3’s customer lists (including on Forge3’s Site), and as part of a “case study” or “customer success story” or the like depicting the relationship contemplated by this Agreement. You will not issue any press release or make any other public communication with respect to this Agreement or your use of any of the Services or Forge3 Products without the prior written consent of Forge3. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
8.4 Force Majeure. Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement (other than any payment obligations) as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the Internet or other networked environment), power or other utility, labor problem, unavailability of supplies, extraordinary market conditions or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the non-performing party with reasonable care.
8.5 Independent Contractors; Non-Exclusive Rights. The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint venturers or agents. At no time shall either party make commitments or incur any charges or expenses for or in the name of the other party. Forge3 reserves the right to provide any or all of the Services and Forge3 Products to other individuals or entities that may be one of your competitors.
8.6 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
8.7 Notices. Unless provided otherwise in this Agreement, any notice required or permitted under this Agreement to Forge3 shall be sent by facsimile, express or reputable overnight delivery service, or by certified mail, postage prepaid, return receipt requested to the then-current address and/or facsimile found on the forge3.com website. Notices shall be deemed to have been received on the earlier of the date of actual receipt, the third business day after being mailed by first class certified air mail or the first business day after being sent by a reputable overnight delivery service. Forge3 may provide any notice to you under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
8.8 Assignment. You shall not assign this Agreement (an “Assignment”), without the prior written consent of Forge3. Any express Assignment of this Agreement by You, any change in control of the entity you represent, and any Assignment by merger or otherwise by operation of law, shall constitute an Assignment of this Agreement by You for purposes of this Section 8.8. Any attempted assignment in contravention of this restriction shall be void and ineffective. This Agreement shall be binding upon all successors, heirs and permitted assigns.
8.9 Modifications; Severability; Entire Agreement. Forge3 may update or change these Terms from time to time and recommends that you review the Terms on a regular basis. You understand and agree that your continued use of the Site, any or all of the Services or Site Products after the Terms have changed constitutes your acceptance of the Terms as revised. In the event that any provision of these Terms is held to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. This Agreement is the entire and exclusive agreement between Forge3 and you regarding the Site, the Services and Site Products, and these Terms supersede and replace any prior agreements between Forge3 and you regarding the Site, the Services and Site Products.
8.10 Applicable Law; No Waiver; Jurisdiction. The substantive and procedural laws of the Commonwealth of Pennsylvania, without regard to principles of conflict of laws, govern these Terms. The failure of Forge3 to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. You hereby consent to the jurisdiction of the federal and state courts presiding in the Commonwealth of Pennsylvania, agree to accept service of process by mail and hereby waive any jurisdictional and venue defenses otherwise available. In the event of a dispute between the parties regarding or relating to these terms, the prevailing party shall have its attorneys’ and professionals’ fees, costs and expenses paid by the losing party.