TERMS OF USE AGREEMENT
READ THESE TERMS CAREFULLY - THESE TERMS IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH OUR SERVICES, INCLUDING AN AGREEMENT TO ARBITRATE IN SECTION 13 BELOW AND CLASS ACTION WAIVER IN SECTION 14 BELOW.
Forge Nexus Terms of Use
[Last Updated: November 15, 2024]
These Forge Nexus Platform Terms of Use (“Terms” or “Terms of Use”) are entered into by and between you (“you” or “your”), on the one part, and Forge Nexus, Inc. (“Forge,” “we,” “our” or “us”), on the other part, and these Terms govern your use of our website found at www.goforge.io and any other website owned or operated by us that links to these terms (the “Site”), our technology platform for Users (the “Platform” and collectively with the Site and other services that we may provide with the Platform, the “Services”).
BY ACCESSING OR USING THE SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS OF USE WHEN THE OPTION IS MADE AVAILABLE TO YOU, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND HAVE THE AUTHORITY TO DO SO EITHER ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, AND THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY, THESE TERMS OF USE IN FULL. IF YOU DO NOT AGREE TO THE TERMS, OR IF YOU OTHERWISE DO NOT MEET THE FOREGOING REQUIREMENTS IN ANY WAY, YOU MAY NOT USE THE SERVICES.
Subscriptions; Users; and Additional Terms
Subscriptions. Unless otherwise specified in the applicable order at checkout when purchasing Services (each an “Order”), Services provided to Customer Users (as defined below) are purchased as subscriptions at the referenced subscription tier in the Order (each a “Subscription”). Subscriptions to the Services shall be provided on an annual or monthly basis as referenced in the Order at the listed price. Subscriptions are for Customer Users and its Designated Users only and cannot be shared or used by multiple individuals under the same Account (as defined below).
Users. The following user definitions apply to these Terms:
“Accountants” are individuals or businesses that provide their own accounting services separate to our Services and are connected with Customer Users to provide additional accounting services (“Accounting Services”) to Customer Users and may communicate and share information in connection with such Accounting Services through the use of our Platform.
“Customer Users” are individuals that use the Platform as business customers of Forge.
“Designated Users” are Customer User’s authorized users that use the Platform under one of the dedicated Customer User seat licenses provided in the Order.
“Users” are collectively any user of our Services, including Customer Users, its Designated Users, and Accountants, as applicable.
IF YOU ARE A CUSTOMER USER, YOU HEREBY AGREE THAT YOU ARE RESPONSIBLE FOR EACH OF YOUR DESIGNATED USERS AND THEIR COMPLIANCE WITH THESE TERMS.
Additional Terms. Certain uses of our Services are subject to additional terms in addition to these Terms of Use (“Additional Terms”). All such Additional Terms provided or made available to you shall be incorporated into these Terms of Use. In the event of a conflict between these Terms of Use and any Additional Terms, unless otherwise expressly stated in the Additional Terms these Terms of Use shall control.
IF YOU ARE AN ACCOUNTANT, PLEASE SEE ACCOUNTANT ADDITIONAL TERMS, WHICH APPLY TO YOU.
Changes to the Terms. We reserve the right, in our sole discretion, to amend these Terms, at any time and without prior notice. All changes are effective immediately when we post them unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any claims existing prior to the “last updated” date. If we choose to amend the Terms, we will update the “Last Updated” date at the top of the Terms and post the updated version. By continuing to use the Services after we have posted an updated version of the Terms, you are affirming that you agree to be bound by the amended Terms. You are expected to check this page, so you are aware of any changes, as they are binding on you. If there are material changes to these Terms, we may also reserve the right to provide notice of said changes in other alternative manners, such as posting said changes to the Sites, Platform, and/or communicating said changes via e-mail or other communication channel.
Access to the Services; Changes to Services; Accounts; and Restrictions
Limited Access Rights. Subject to your compliance with the Terms including any payment obligations, and subject to any Subscription restrictions including as referenced in the Order or otherwise, we grant you a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable right to access and use the Services for your own personal or internal business use only, and not for resale or third-party distribution. In order to use the Services, you must have internet access, otherwise you will not be able to use some or all of the Services, including the Platform.
Changes to Services. Forge reserves the right, in its sole discretion, to modify or discontinue offering any aspect of the Services, or to impose limits on your use of the Services, or any features, functionality or tools thereof, if we determine in our discretion that such action is required. You agree that we have no obligation to provide any updates or to continue to provide or enable any particular Service features, functionality, tools or content and, to the maximum extent permitted by applicable law, will not be liable with respect to any such modifications, discontinuance or deletions.
Account. To access parts of the Services like the Platform, you may be required to provide certain registration details or other information to create an account (“Account”). Certain requirements may be dependent on the type of User you are. It is a condition of your use of the applicable Services that all the Account information you provide to us is correct, current, and complete. It is your responsibility to update any Account information when it becomes out-of-date. Any personal data processed by us with respect to your Account will be done so in accordance with our privacy policy. You agree that you must not disclose Account access credentials to any other person or entity.
Access and Use Restrictions
As an express condition of your use of the Services, you represent and warrant to us that you shall not use the Services for any unlawful purpose or purpose prohibited by these Terms or the laws or regulations in the jurisdiction in which you live or reside, or where you may engage in any activity with the Services. WITHOUT LIMITING THE FOREGOING, you agree not to use the Services for any of the following purposes:
Distribute, publicly perform, or publicly display any part of the Services;
Upload through the Services or otherwise provide to Forge, any User Data (as defined below) that the User does not have the requisite permissions, authority or consent as necessary for such User Data to be processed by Forge or any other applicable User;
Violate any law, regulation, or governmental policy in any applicable jurisdiction, including, without limitation, pay for, support, or otherwise engage in any illegal activities such as prohibited trade, fraud, money laundering, or terrorist activities;
Share, lease, rent, use, or otherwise provide access to the Services to or on behalf of any third party;
Infringe upon, misappropriate, or violate intellectual property rights or any other rights of any person or entity (including, without limitation, Forge);
Behave in a harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable manner;
Violate the security of any computer network, or crack any password or security encryption code;
Impersonate or attempt to impersonate another individual or entity, including, without limitation, any Forge employee or agent, or another User;
Infringe, in any way, on the rights of others or engage in behavior or activity that is threatening, harmful, discriminatory, or fraudulent;
Access, copy or store any of the Services’ source code or a significant portion of our content;
Decompile, reverse engineer, or otherwise attempt to obtain source code or underlying ideas or information of or in connection with the Services;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services or any server, computer, or database connected to the Services;
Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
Attack any User’s or Forge’s information technology systems (or those providing information technology systems of a User or Forge’s behalf) via a denial-of-service attack or distributed denial-of-service attack or otherwise;
Use any device, software, bot, or routine that interferes with the proper working of any Services;
Damage, overburden, disable, or impair the Forge’s ability to provide the Services to Users; or
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to Forge, the Services, or any Users of the Services.
Services may also be subject to other limitations, such as, for example, limits on disk storage space, and other limitations as expressly provided.
User Data; Aggregated Data
User Data. Users may upload information and digital files to the Platform (“User Data”). You shall be responsible for the accuracy, quality and legality of any User Data that you provide and of the means by which you acquired such User Data. You hereby grant to Forge a worldwide, non-exclusive, right and license to use, reproduce, and display the User Data as necessary to provide you with the Services.
Aggregated Data. When you use the Services, we may collect information related to your use of the Services that is used by us in an aggregate and anonymized manner (“Aggregate Data”), for the exclusive purpose of improving the security, compatibility, functionality or interoperability of the Services. Aggregate Data is not User Data, and we will not use Aggregate Data in any manner to reidentified any User.
Fees; Payment; Cancelation
Fees. Applicable fees are due upon your acceptance of the Order and in accordance with the billing frequency stated in the applicable Order. Subscriptions may be subject to automatic renewals as indicated in any Order. Except as otherwise specified herein or in an Order, (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) the type of Subscription purchased cannot be changed during the relevant Subscription term stated on the Order.
Subscription Cancellation. To cancel a Subscription please log into your account and select “cancellation” within the settings. You may also email us at customers@goforge.io.
Billing Information. If you provide credit card information to us (or our designated payment processor), you authorize us or our designated payment processor to charge such credit card for all fees, including any applicable Subscription listed in the Order for the frequency reflected in the Order. If the Order specifies that payments will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Order. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
Overdue Charges and Suspension. If any charges are not received from you by the due date, then at our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) we may suspend our Services to you until such charges are paid in full.
Third-Party Resources.
The Services may contain links to other third-party sites and resources that are not controlled by Forge (“Third-Party Resource(s)”). These Third-Party Resources are provided for your convenience only. We have no control over the contents contained by, or services offered from, any Third-Party Resources, and we accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third-Party Resources linked through the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Resource.
Confidentiality
Definition. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include User Data; our Confidential Information shall include the Services; and Confidential Information of each party shall include technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with your evaluation of the Services offered by us.
Use Restrictions. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of these Terms or any Order Form to any third party other than its affiliates and their legal counsel and accountants without the other party’s prior written consent.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Intellectual Property
The Services are protected by copyright, trademark, patent and other laws of the applicable jurisdiction and throughout the world. You acknowledge and agree that the Services, and all intellectual property rights therein, are the exclusive property of Forge and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Services, and you may not use the trade names, logos, and other trademarks and service marks associated with Forge without our prior written consent.
You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality or tools of, the Services in any form or by any means, or sublicense the rights granted in the Terms.
No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Forge or its licensors, except for the revocable licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are hereby reserved to Forge and its licensors.
If you choose to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Site (“Feedback”), you acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Forge. You hereby irrevocably transfer and assign to Forge all of your right, title, and interest in and to, and waive any moral rights you may have in, all such Feedback.
Your responsibilities
You shall be responsible for (i) ensuring that your information technology systems meet the specifications we may provide to you in connection with use of the Services, (ii) obtain all necessary rights, permissions and consents as necessary for us to process User Data in accordance with these Terms and any applicable Order, (iii) make all necessary disclosures as required by applicable law your processing of information received through our Services, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, and (v) use the Services only in accordance with applicable laws and government regulations.
Downtime
We use commercially reasonable efforts to provide access to the Services in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing access to the Services due to a variety of factors, some of which are outside of Forge’s control, and some which may require or result in scheduled maintenance or unscheduled downtime of the Services (collectively, “Downtime”). Part or all of the Services may be unavailable during any such period of Downtime, which may include an inability to access Services or upload or access User Data.
Disclaimers; Release
Disclaimer of Warranties. YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, FORGE DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, (i) THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, (ii) THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, (iii) THAT THE ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL BE COMPATIBLE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (iv) THAT THE SERVICES WILL BE FREE OF HARMFUL COMPONENTS, AND (v) ANY USERS, INCLUDING ANY ACCOUNTANTS, CUSTOMER USERS, OR ITS DESIGNATED USER ARE PROVIDING ACCURATE OR PROPERLY OWNED USER DATA.
Forge Disclaimer of Financial Advice. FORGE IS NOT AN ACCOUNTANT AND DOES NOT PROVIDE ANY FINANCIAL ADVICE IN ANY MANNER, INCLUDING IN CONNECTION WITH ITS PROVISION OF ANY SERVICES TO YOU. ANY FINANCIAL ADVICE YOU MAY RECEIVE FROM AN ACCOUNTANT THAT YOU ENGAGE THROUGH THE PLATFORM IS DIRECTLY PROVIDED BY SUCH ACCOUNTANT AND IN NO WAY SHOULD BE INTERPRETED AS ADVICE OR ACCOUNTING SERVICES PROVIDED BY FORGE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS WITH RESPECT TO ANY ACCOUNTANT OR ITS ACCOUNTING SERVICES.
Direct Relationship With Accountants. You acknowledge that Forge does not provide any Accounting Services and that any Accounting Services you may receive from, or provide as, an Accountant is provided directly from such Accountant and not from Forge. You understand and agree that these Terms do not govern the relationship between a Customer User (or its Designated Users) and an Accountant. All Accounting Services provided by an Accountant to a Customer User (or its Designated Users) shall be governed by a separate agreement for respective Accounting Services. Any such Accounting Services are subject to Accountant’s applicable terms which are separate from these Terms.
Downtime Disclaimer. FORGE SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR ANY INCONVENIENCE, LOSSES OR ANY OTHER DAMAGES AS A RESULT OF DOWNTIME, INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO ACCESS THE SERVICES OR ACCESS ANY USER DATA AS A RESULT OF SUCH DOWNTIME. YOU HEREBY WAIVE ANY CLAIM AGAINST FORGE IN CONNECTION WITH ANY DOWNTIME.
Data Storage Disclaimer. WE ARE NOT A CLOUD STORAGE PROVIDER AND SHOULD NOT BE USED AS YOUR MATERIAL METHOD FOR DATA STORAGE, INCLUDING WITH RESPECT TO YOUR CONTRACTS AND ANY ASSOCIATED REPORTS. IT IS YOUR RESPONSIBILITY TO BACK-UP ANY USER DATA USING ALTERNATIVE METHODS OTHER THAN OUR SERVICES. IN THE EVENT OF DATA LOSS, WE DISCLAIM ANY LIABILITY AND DO NOT WARRANT THAT WE WILL BE ABLE TO RECOVER ANY LOST USER DATA.
Release of Disputes with Users. IF YOU HAVE A DISPUTE WITH ONE ORE MORE USERS RELATED TO ACCOUNTING SERVICES, USER-PROVIDED MATERIALS, OR ACTIONS IN CONNECTION WITH THE USE OF OUR SERVICES, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, INCLUDING BUT NOT LIMITED DISPUTES RELATED TO ACCOUNTING SERVICES PROVIDED BY AN ACCOUNTANT AND/OR IMPROPER INFORMATION PROVIDED TO AN ACCOUNTANT BY A CUSTOMER USER OR ITS DESIGNATED USER. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
Indemnification
To the maximum extent not prohibited by applicable law, you agree to defend, indemnify and hold harmless Forge and its officers, directors, employes, and agents, from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses of any kind or nature (including, without limitation, attorney’s fees reasonably incurred and legal costs and expenses reasonably incurred) relating to third party claims arising out of (i) your use of the Services; (ii) your violation of the rights of or obligations to a third party; (iii) any Feedback you provide to us concerning the Services; (iv) your violation of these Terms or use inconsistent with any applicable documentation; (v) any User Data you provide; (vi) any dispute between you and another User, or (vii) your violation of any applicable law.
Limitation of Liability
NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE AS FOLLOWS:
IN NO EVENT WILL FORGE BE LIABLE FOR (i) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER, OR (ii) ANY DAMAGES FOR LOSS OF ANY USER DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS, IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR CONNECTED WITH ACCESS OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (A) ANY UNAUTHORIZED USE OF THE SERVICES; (B) ANY USERS’ MISUSE OF OR PROVISION OF USER DATA; (C) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE SERVICES (REGARDLESS OF THE SOURCE OF ORIGINATION); (D) ANY DATA LOSS, OR (E) ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL OUR LIABILITY TO ANY RESPECTIVE USER EXCEED THE AMOUNT COLLECTED AND RETAINED BY FORGE FOR SUCH RESPECTIVE USER IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.
Dispute Resolution
The Terms and any subject matter in connection therewith shall be governed by and interpreted in accordance with the laws of Delaware without regard to conflict of law principles. All disputes, claims and actions, at law or in equity, in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, use of the Services or subject matter in connection with these Terms (collectively, “Disputes”) shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in New York, New York before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.
Class Action Waiver
EXCEPT WHERE PROHIBITED UNDER APPLICABLE LAWS, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE ARBITRATION AGREEMENT IN SECTION 10 ABOVE MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.
Notice
Except as explicitly stated otherwise, any notices sent from you to us shall be submitted via email at customers@goforge.io. with a copy of such notice sent by certified postal mail, return receipt requested, to: Legal, Forge Nexus, Inc., 1221 6th Ave, New York, NY 10020
When we need to send a notice to you, it shall be sent to the email address you last provided to us. Notice shall be deemed given upon receipt or 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address last provided to us by you. In such cases, notice shall be deemed given three days after the date of mailing. If we do not have any form of address to send notice to, we may use any other legally available method to provide notice.
Suspension and Termination
Forge may, directly or indirectly, suspend, terminate, or otherwise deny your access to or use of all or any part of the Platform, without incurring any resulting obligation or liability, if: (a) Forge receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Forge to do so; or (b) Forge believes, in its discretion, that: (i) a respective User has failed to comply with these Terms in any manner, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under these Terms; or (ii) you have been, or are likely to be, involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Platform; or (c) you fail to pay Forge any applicable fees when due. This Section does not limit any of Forge’s other rights or remedies, whether at law, in equity, or under these Terms.
Miscellaneous
These Terms constitute the entire and exclusive understanding and agreement between you and Forge regarding your access to and use of the Services and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and Forge regarding the subject matter hereof.
Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of the Terms shall survive such expiration or termination.
Our failure to exercise any right or enforce any obligation under the Terms or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach.
If an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.
The headings of the sections and subsections contained in these Terms are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation or applicability of these Terms or provision hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to these Terms as a whole. To the extent not prohibited by applicable law, these Terms shall not be construed against the party who drafted these Terms. Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.
If you have any questions or concerns, please contact Forge at customers@goforge.io.
Copyright ©2024 Forge Nexus, Inc. All rights reserved.
ACCOUNTANT ADDITIONAL TERMS
These additional accountant terms (“Additional Accountant Terms”) are incorporated into the Forge Nexus Platform Terms of Use as it relates to any User that is an Accountant. Any terms not otherwise defined in these Accountant Additional Terms shall have the same meaning in the Terms.
Platform Accountant Listing. You acknowledge that by signing up for an Accountant Account you provide us a right and license to use your name, business name, and other information provided by you as an Accountant listed on our Platform for Customer Users identify and select if searching for separate Accounting Services in connection with our provided Services to the respective Customer User. You will be required to identify applicable areas of knowledge, including auditing and reporting experience in connection with Small Business Innovation Research Program or the Defense Contract Audit Agency. We, in or sole and absolute discretion may remove any you from our Platform as a listed Accountant if we believe that you do not comply with these Additional Accountant Terms or any of the Terms of Use, or otherwise believe that you pose a business risk by keeping you as User.
Accounting Terms with Customer Users and Payment. You as the Accountant are responsible for establishing and maintaining industry standard security measures, privacy notices, and legally binding terms and conditions with respect to your Accounting Services provided to Customer Users of the Platform. You agree that any engagement between you and a Customer User to provide Accounting Services is directly between you and such Customer User and that we have no control over how you provide your Accounting Services, or the terms that you require between you and any applicable Customer User. Notwithstanding the foregoing, you agree that payment terms for Accounting Services to Customer Users provided in connection with our Services will be billed at the rate described in our pricing webpage (“Accountant Fee”), and you authorize us, or as applicable, our third-party payment processor, to process payments from Customer Users as part of our Services and your respective Accounting Services in connection with our Services, and we will then distribute your respective Accountant Fee. Our payment of the Accountant Fee is subject to the applicable Customer User properly paying the fees owed, and we shall not be liable for any respective Accountant Fees in the event a respective Customer User fails to make its required payment.
Accountant Representations and Warranties.
You represent and warrant that:
You are properly licensed as a certified public accountant to be listed as an Accountant and to provide the Accountant Services;
You have the requisite experience as you may indicate to provide respective Accounting Services, including with respect to auditing and reporting as required for a Small Business Innovation Research Program or in connection with the Defense Contract Audit Agency, as each may be applicable; and
You will maintain all requisite licensure requirements as necessary in the accounting profession to qualify as a certified public accountant as necessary to provide your Accounting Services and you will notify us in the event of any lapse, suspension, or termination of your license.
No Independent Contractor or Partnership Relationship. Nothing in these Terms will be construed to imply an independent contractor, joint venture, partnership or principal-agent relationship exists between the Parties. The parties acknowledge and agree that Forge does not: (a) control the manner or means by which Accountant renders Accounting Services to Customer Users; (b) limit Accountant’s ability to provide similar or identical services to clients other than Customer Users; or (c) provide benefits of any kind to Accountant that may or could be construed as to create an employment relationship, including, but not limited to, health insurance, life insurance, disability insurance, sick leave, vacation days or holiday leave. Accountant agrees and acknowledges that it shall be responsible for all Federal, State and local taxes and other expenses attributable to Accountant’s performance of Accounting Services in connection with the Platform (including all self-employment and income taxes). Accountant shall assume full responsibility to purchase, carry, and maintain appropriate Workers’ Compensation and Occupational Disease Insurance, Employers Liability Insurance, General Liability Insurance, Unemployment Compensation Insurance and any other coverage to the extent required by law.
Accountant Indemnification. Without limiting any indemnification rights provided in the Terms of Use, you as an Accountant will further indemnify, defend and hold harmless Forge against claims, damages, causes of action, remedies, penalties, suits, costs, losses, expenses, and other liabilities of any kind or nature whatsoever resulting from, related to, or arising in connection with any violation of the representations, warranties, or covenants contained in these Accountant Additional Terms or with respect to your Accounting Services.
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