Master Subscription Agreement

MASTER SUBSCRIPTION AGREEMENT

Forge Nexus Inc.

This Master Subscription Agreement (this "Agreement") is entered into between Forge Nexus Inc., a Delaware corporation ("Forge"), and the entity identified on the applicable Order Form ("Customer"). By executing an Order Form that references this Agreement, Customer agrees to be bound by this Agreement. Forge and Customer are each a "Party" and together the "Parties." The effective date of this Agreement as to Customer is the effective date of the first Order Form executed by the Parties.

1. Definitions

Capitalized terms used in this Agreement have the following meanings:

"Affiliate" means an entity that controls, is controlled by, or is under common control with a Party.
"Customer Data" means any data, content, files, financial records, transaction data, time records, or other information uploaded by or on behalf of Customer to the Service or otherwise provided by Customer to Forge in connection with the Service.
"Documentation" means the user-facing documentation for the Service made available by Forge at goforge.io/docs or other URLs designated by Forge.
"Order Form" means an ordering document executed by the Parties that references this Agreement and specifies the Subscription Plan, Subscription Fees, Service Period, and other commercial terms for Customer's use of the Service.
"Service" means the Forge software-as-a-service platform, including any bookkeeping, budget management, and funder-compliance support services identified in an Order Form.
"Service Period" means the subscription term for the Service, as specified in the applicable Order Form, including any Renewal Terms.
"Subscription Plan" means the tier of Service purchased by Customer (for example, Starter, Growth, or Scale), as specified in the applicable Order Form.

2. Subscription Service

2.1 License Grant

Subject to this Agreement and the applicable Order Form, Forge grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Service Period to access and use the Service for Customer's internal business purposes.

2.2 Use Restrictions

Customer shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law; (c) resell, sublicense, or otherwise make the Service available to any third party except as expressly permitted in this Agreement; (d) use the Service to build a competing product or service; (e) interfere with or disrupt the integrity or performance of the Service; or (f) use the Service in violation of applicable law.

2.3 Bookkeeping and Compliance Support Services

Where an Order Form includes bookkeeping, budget management, or funder-compliance support services, Forge will perform those services in good faith and with reasonable skill and care, based on the records and information made available by Customer. Estimated delivery dates and turnaround times are estimates and do not constitute commitments by Forge.

2.4 Third-Party Services and Subprocessors

The Service may interoperate with or rely on third-party services and subprocessors (for example, QuickBooks, Slack, payroll providers, and document storage providers). Customer's use of such third-party services is subject to the applicable third-party terms. Forge is not responsible for the acts or omissions of third-party providers.

2.5 Beta Features

Forge may make pre-release, beta, or evaluation features available to Customer from time to time. Beta features are provided "as is," without warranty of any kind, and Forge may modify, suspend, or discontinue them at any time. Customer's use of beta features is at Customer's own risk.

3. Customer Responsibilities and Customer Data

3.1 Accuracy of Customer Data

Customer is solely responsible for the accuracy, completeness, and lawfulness of all Customer Data, including the underlying business records, transaction data, time records, vendor information, and funder documentation provided to Forge. Forge's outputs reflect the inputs Customer provides.

3.2 Customer Account

Customer is responsible for maintaining the confidentiality of its account credentials and for all activities under its account.

3.3 Cooperation

Customer shall provide Forge with the access, information, approvals, and decisions reasonably required for Forge to perform the Service in a timely manner. Forge is not responsible for delays attributable to Customer's action or inaction.

3.4 Ownership of Customer Data

As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Forge a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely to provide the Service and to perform Forge's obligations under this Agreement.

3.5 Aggregated and Anonymized Data

Forge may collect, use, and disclose aggregated and anonymized data derived from Customer's use of the Service, provided that such data does not identify Customer or any individual.

4. Fees and Payment

4.1 Fees

Customer shall pay the Subscription Fees and any other fees set forth in each Order Form. All fees are stated in U.S. dollars unless an Order Form specifies otherwise.

4.2 Invoicing and Payment Terms

Unless otherwise specified in an Order Form, Forge will invoice Customer in advance of each billing period for subscription fees and in arrears for hourly or usage-based fees. All invoices are due within thirty (30) days of the invoice date (Net 30). Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

4.3 Taxes

Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all such taxes, other than taxes based on Forge's net income.

4.4 Suspension for Non-Payment

Forge may suspend the Service if Customer's invoices are more than thirty (30) days past due, after providing Customer with at least ten (10) days' written notice and opportunity to cure.

4.5 Fee Adjustments

Forge may adjust the Subscription Fees applicable to a Renewal Term by providing Customer with at least sixty (60) days' written notice prior to the end of the then-current Service Period. Fees within an active Service Period will not change except by mutual written agreement.

5. Term and Termination

5.1 Term

This Agreement commences on the effective date of the first Order Form between the Parties and continues until all Order Forms between the Parties have expired or been terminated.

5.2 Service Period; Renewal

Each Order Form sets forth its Service Period. Unless an Order Form provides otherwise, the Service Period will automatically renew for successive twelve (12) month periods (each, a "Renewal Term"), unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Service Period.

5.3 Termination for Cause

Either Party may terminate this Agreement or any Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice of the breach.

5.4 Effect of Termination

Upon termination or expiration: (a) Customer's right to access and use the Service ends; (b) Customer remains liable for all fees accrued prior to the effective date of termination; (c) Forge will, on Customer's written request, make Customer Data available for export for a period of thirty (30) days, after which Forge may delete Customer Data; and (d) provisions of this Agreement that by their nature should survive termination will survive, including Sections 4 (with respect to amounts accrued), 6, 7, 8, 9, 10, and 12.

6. Confidentiality

6.1 Confidential Information

"Confidential Information" means information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is marked or identified as confidential or that should reasonably be understood as confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Customer Data and Forge's non-public technology, product roadmap, and pricing.

6.2 Obligations

The Receiving Party shall: (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and attorneys with a need to know and bound by confidentiality obligations no less protective than those in this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care.

6.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives reasonable notice (where lawful) and cooperates in seeking protective treatment.

6.4 Marketing and Publicity

Forge may identify Customer as a customer and use Customer's name, logo, and a general description of the engagement on Forge's website, sales materials, and case studies. Use of Customer-specific quantitative outcomes, financial figures, or quotes for public-facing content requires Customer's prior written approval, which will not be unreasonably withheld. Customer grants Forge a limited, royalty-free license to use Customer's name and logo for these purposes, subject to any brand guidelines Customer provides.

6.5 Equitable Relief

The Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm. Either Party may seek injunctive or other equitable relief in addition to any other available remedy, without the necessity of posting a bond.

7. Intellectual Property

7.1 Forge Property

Forge owns and retains all right, title, and interest in and to the Service, the Documentation, and all related intellectual property, including all improvements, modifications, and derivative works, regardless of who develops them. No rights are granted to Customer other than as expressly set forth in this Agreement.

7.2 Feedback

Customer may provide suggestions, ideas, or feedback regarding the Service. Customer grants Forge a perpetual, royalty-free, irrevocable, sublicensable license to use such feedback for any purpose, without restriction or obligation to Customer.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each Party represents and warrants that it has the legal power and authority to enter into and perform this Agreement.

8.2 Service Warranty

Forge warrants that the Service will be provided in a professional and workmanlike manner consistent with generally accepted industry practices. Customer's sole and exclusive remedy, and Forge's entire liability, for breach of this warranty is, at Forge's option, (a) re-performance of the deficient Service or (b) a refund of the fees paid by Customer for the deficient Service. Claims under this Section must be made in writing within thirty (30) days after performance or discovery of the deficiency.

8.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 8.2, FORGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

8.4 Customer Data Disclaimer

FORGE DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE. FORGE MAKES NO REPRESENTATIONS REGARDING THE RESULTS OF YOUR USE OF THE SERVICE OR REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT GENERATED BY THE SERVICE. CUSTOMER DATA MAY BE LOST, CORRUPTED, OR INACCESSIBLE DUE TO CAUSES BEYOND FORGE'S REASONABLE CONTROL.

9. Indemnification

9.1 Indemnity by Forge

Forge will defend, indemnify, and hold harmless Customer from third-party claims that the Service, as provided by Forge and used in accordance with this Agreement, infringes any U.S. copyright, patent, or trade secret of a third party. Forge's obligations under this Section are conditioned on Customer (a) promptly notifying Forge of the claim; (b) granting Forge sole control of the defense and settlement; and (c) providing Forge reasonable cooperation.

9.2 Indemnity by Customer

Customer will defend, indemnify, and hold harmless Forge from third-party claims arising out of (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement or applicable law; (c) Customer's modifications to the Service (if permitted); or (d) Customer's combination of the Service with non-Forge products or services.

9.3 Exclusive Remedy

The indemnification obligations of this Section 9 constitute the indemnifying Party's sole liability and the indemnified Party's exclusive remedy for third-party infringement claims.

10. Limitation of Liability

10.1 Limitation

EXCEPT FOR BREACHES OF SECTION 6 (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR IF NO FEES HAVE BEEN PAID, $100.

10.2 Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Force Majeure

Neither Party shall be liable for failure to perform its obligations due to causes beyond its reasonable control (for example, natural disasters, war, pandemic, utility failure, or government action). The affected Party shall use commercially reasonable efforts to mitigate the impact and resume performance.

12. General Provisions

12.1 Entire Agreement

This Agreement, together with all Order Forms executed by the Parties, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.

12.2 Amendments

This Agreement may be amended only by written instrument executed by authorized representatives of both Parties.

12.3 Waiver

No waiver of any provision is effective unless in writing and signed by the waiving Party. No waiver of a breach constitutes a waiver of any other or subsequent breach.

12.4 Severability

If any provision is held invalid, the remaining provisions shall continue in full force and effect.

12.5 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law principles.

12.6 Dispute Resolution

Any dispute arising from this Agreement shall be resolved by the parties through good faith negotiation. If negotiation fails, the Parties agree to mediation before pursuing litigation. Litigation shall be brought in the state or federal courts located in Wilmington, Delaware.

12.7 Counterparts

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

12.8 Assignment

Neither Party may assign its rights or delegate its obligations under this Agreement without the written consent of the other Party, except that Forge may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

13. Free Trial Terms

13.1 Applicability

If an Order Form indicates that the Service is being provided on a free trial basis, the provisions of this Section 13 apply for the duration of the trial period specified in that Order Form.

13.2 Eligibility

Free trials are limited to one trial period per business entity. All other provisions of this Agreement apply during the trial.

13.3 Cancellation and Conversion

Customer may cancel the trial at any time during the trial period without charge. If Customer does not cancel before the end of the trial period, Customer will be charged in accordance with the Subscription Fees set forth in the Order Form, beginning on the day after the trial period ends.

13.4 Trial Modifications

Forge reserves the right to modify or discontinue the free trial offering at any time as to future customers, without affecting trials already underway.