Forge Intelligence Terms of Use

1. These Forge Intelligence Terms govern your (“you” or “Customer”) access to and use of Forge Intelligence (defined below). These Forge Intelligence Terms are an agreement between you and Forge Data LLC (“Forge”), the licensor and operator of Forge Intelligence. By accessing and using Forge Intelligence, you accept these Forge Intelligence Terms and agree to comply with them. All licenses and any other rights granted to you under these Forge Intelligence Terms are subject to your compliance with these Forge Intelligence Terms, including timely payment of all Fees under Section 4 below.
2. These Forge Intelligence Terms constitute part of the Master License Agreement between you and Forge. The “Master License Agreement” may include, as applicable: these Forge Intelligence Terms; an Order Form for Forge Intelligence or other products or services offered by Forge (each, an “Order Form”); any Additional Documents identified on the Order Form or otherwise agreed to by Customer (each, an “Additional Document”); and any terms or conditions governing Additional Components (defined below). Any capitalized term used but not defined herein will have the meaning given to such term herein or in the Order Form.
3. If there is a conflict between any of the Master License Agreement’s constituent documents, the order of priority will be: (a) Additional Component terms or conditions, as applicable; (b) any appendix or addendum or Additional Documents, as applicable; (c) the Order Form; and (d) these Forge Intelligence Terms. If there is a conflict between these Forge Intelligence Terms and any other agreement between Forge and Customer, these Forge Intelligence Terms will control unless that other agreement: (a) expressly states that it will control; and (b) identifies the specific provision of these General Forge Intelligence Terms to be overridden. Forge may update these Forge Intelligence Terms, or any Additional Documents, from time to time. The updates will not be retroactive, and the most current version of the Forge Intelligence Terms, which will always be located on Platform, will govern Forge’s relationship with you in respect of Forge Intelligence. We will try to notify you of material updates; for example, via a service notification posted to the Platform or an email to the email you provided on your Order Form. Your continued use of Forge Intelligence constitutes your acceptance of any such updates. You should periodically visit this page to review the current Forge Intelligence Terms. If you do not agree with the updates, your sole and exclusive remedy will be to discontinue your use of Forge Intelligence.

1. “Forge Data” means any information displayed on the Platform, in communications sent by Forge, via API or other method provided by Forge, or through the Software except for Customer Data.
2. “Forge Intelligence” consists of the Platform, Software, and Forge Data.
3. The “Platform” is a digital platform that provides Authorized Users access to the Software and Data. The Platform includes the URL set forth on the Order Form as well as any other webpage, mobile application, digital device, communications sent or made available by Forge concerning the Platform, or other method or technology Forge uses, or may use, to provide Authorized Users with access to the Software and Forge Data.
4. The “Software” means any Software that Forge makes available to authorized users via the Platform without requiring acceptance of additional terms and conditions.
5. “Additional Components” means any software or information that is subject to terms and conditions in addition to these Forge Intelligence Terms. Such terms may require additional authorizations, fees, or other terms and conditions. Additional Components may be licensed by Forge, any other Forge affiliate, or an unaffiliated third party.

Neither the Software nor services provided by Forge in connection with the Software, nor any information provided through the Software or services, represent an offer to buy or sell, or a solicitation of an offer to buy or sell any security, nor does it constitute an offer to provide investment advice or service. Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk and should only be considered a long-term investment. Customer must be prepared to withstand a total loss of their investment. Private company securities are highly illiquid and there is no guarantee that a market will develop for such securities. Each investment also carries its own specific risks and Customer should complete their own independent due diligence regarding the investment, including obtaining additional information about the company, opinions, financial projections, and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment. Inherent, actual, or potential conflicts of interest may exist between you and Forge or Forge affiliates.

1. Fees. Customer shall pay all Fees as invoiced by Forge. “Fees” may include license fees, connection fees, integration fees, third-party fees required to provide Customer with products or services available on Forge Intelligence, or any other amounts identified by Forge on an invoice. Throughout the term of the Master License Agreement, Customer may incur additional Fees, including but not limited to additional Fees if Customer increases the number of authorized users under Section 5.4, licenses Additional Components under Section 5.6 below, or incurs some other additional Fee as permitted by these Forge Intelligence Terms. Forge will not invoice Customer for any additional Fees without providing prior notice of the additional Fees through the Platform, Software, or via email. Fees do not include taxes.
2. Invoicing. Unless otherwise agreed by Forge in writing, Forge will send Customer an invoice on an annual basis in advance. If Forge does not provide an initial invoice before granting Customer access to Forge Intelligence (other than trial access), the first invoice will be sent promptly after Forge grants Customer access. If the parties have agreed to an alternative invoicing schedule as set forth on an Order Form, Forge will invoice Customer according to that schedule. Each invoice will include all Fees due and payable by Customer. Invoices will be sent to the email address provided to Forge on an Order Form or as updated by Customer to Forge in writing. If you require a purchase order for payment, it is solely your responsibility to provide Forge with all documentation and other information necessary to process payment; failure to provide all necessary information and documentation will not waive your obligation to pay all Fees pursuant to Section 4.3 below.
3. Payment Terms. All amounts due under the Master License Agreement will be paid in U.S. dollars. Customer shall pay each undisputed invoice according to the payment terms thereon. If an invoice does not include payment terms, Customer shall pay the undisputed invoice within thirty (30) days after receiving it. Any amounts not paid within thirty (30) days after the due date will be deemed overdue. Forge may charge Customer interest, at a monthly rate of either 1.5% or the maximum rate permitted by law, on any overdue amounts not subject to a good faith dispute until Customer pays the overdue amount. Forge’s right to charge interest will not prejudice any other remedy available under the Master License Agreement or at law. Customer shall reimburse Forge for all reasonable out-of-pocket costs incurred in the collection of undisputed overdue amounts, including but not limited to outside attorney fees, court costs, or collection fees.
4. Good Faith Disputes. If Customer has a good faith belief that a Fee or portion thereof was invoiced in error, Customer may dispute the relevant amount on the following conditions: (a) Customer must provide Forge with written notice of the dispute no later than twenty (20) days after receiving the relevant invoice; (b) Customer’s dispute notice must clearly identify the amount and reason for disputing a portion of the invoice; and (c) Customer must pay all non-disputed portions of the invoice pursuant to Section 4.3 above. Resolution of invoicing disputes will be at Forge’s reasonable discretion. Failure to dispute an invoice within twenty (20) days after receiving it will constitute a waiver of Customer’s right to dispute that invoice.
5. Fee Increases. License fees for the Platform and Software will increase on an annual basis by the greater of either three percent (3%) or the increase in the U.S. consumer price index (CPI). Forge will provide prior written notice of any other Fee increases.

1. Subscription License; Trial License. Forge licenses the Platform, Software, and Forge Data on a subscription “Platform as a Service” (PaaS) basis. PaaS licenses permit the Customer to remotely access the Software. The license granted by this Section 5 does not include the right to access and use Additional Components. If Forge has granted Customer access to Forge Intelligence on a trial basis, the licenses granted under this Section 5 are subject to the limitations set forth in Section 6 below.
2. License Grant. Subject to Customer’s timely payment of Fees and compliance with the terms of this Section 5, Forge hereby grants Customer a limited, non-exclusive, revocable, non-transferrable and non-assignable, license in the Territory to (a) access and use the Platform for the sole purpose of accessing and using the Software, (b) access and use the Software, (c) access Forge Data, and (d) use all documentation that Forge makes available to Customer, if any, for the use of the Software. The foregoing license will be sublicensable by Customer only in accordance with Section 5.9 below.
3. Prohibitions. Absent Forge’s prior written consent (email not sufficient), the license granted by Section 5.2 is subject to the following prohibitions:
   1. Platform License Prohibitions. Customer shall not: (i) permit any individual or entity other than Authorized Users (defined below) to access or use the Platform; (ii) access or use the Platform for any purpose prohibited by applicable law; (iii) modify, translate, reverse engineer, decompile, or disassemble the Platform; (iv) attempt to obtain the Platform’s source code; (v) tamper with the Platform in any way; (vi) create derivative works from the Platform; (vii) publish, sell, or distribute the Software or provide third parties with access to the Platform; (viii) make any connections between the Platform and any third party servers, networks, or computer systems other than Customer’s ordinary systems or those used by Customer for internet access (e.g. Customer’s internet service provider or cloud storage provider); (ix) gather, scrape, spider, compile, create a database of, or otherwise harvest any information from the Platform, by manual or automated means, except for Customer’s internal business purposes; (x) use any robot, spider, scraper, or other automated means not provided by Forge to retrieve, index, download, or store any portion of the Platform; or (xi)use the Platform for any purpose except as described in the applicable Order Form, including circumvention of applicable law. To the extent any restriction in this Section 5 is prohibited by applicable law, Customer shall not engage in any activity contemplated by this Section 5 absent Forge’s prior written consent (email not sufficient).
   2. Software License Prohibitions. Customer shall not: (i) modify, translate, reverse engineer, decompile, or disassemble the Software; (ii) attempt to obtain the Software’s source code; (iii) tamper with the Software in any way; (iv) create derivative works from the Software; (v) publish, sell, or distribute the Software or provide third parties with access to the Software; (vi) make any connections between the Software and any third party servers, networks, or computer systems other than Customer’s ordinary systems or those used by Customer for internet access (e.g. Customer’s internet service provider or cloud storage provider); (vii) gather, scrape, spider, compile, create a database of, or otherwise harvest any information from the Software, by manual or automated means, except for Customer’s internal business purposes; (viii) use any robot, spider, scraper, or other automated means not provided by Forge to retrieve, index, download, or store any portion of the Software; or (ix) use the Software for any purpose except as described in the applicable Order Form, including circumvention of applicable law. To the extent any restriction in this section is prohibited by applicable law, Customer shall not engage in any activity contemplated by this section absent Forge’s prior written consent (email not sufficient).
   3. Forge Data Prohibitions. Customer shall not: (i) download Forge Data except in the manner provided by Forge; (ii) gather, scrape, spider, compile, create a database of, or otherwise harvest any Forge Data, by manual or automated means, except for Customer’s internal business purposes; (iii) use any robot, spider, scraper, or other automated means not provided by Forge to retrieve, index, download, or store any Forge Data; or (iv) reproduce the Forge Data for any purpose other than Customer’s internal business practices; (v) use the Forge Data, in its original or any other form, contrary to applicable law; (vi) create derivative works from the Forge Data; (vii) publish, sell, or distribute the Forge Data or provide third parties with access to the Forge Data; or (viii) permit any individual or entity other than an Authorized User to access the Forge Data whether or not on the Platform.
4. Authorized Users. The Order Form will identify the number of users permitted to access and use the Platform, Software, and Forge Data under the licenses granted in this Section 5 (each an “Authorized User”). Forge may, at its sole discretion, establish criteria for authorizing user access to the Platform, Software, Forge Data, and/or any Additional Components, and Forge may modify those authorization criteria at any time with or without notice to Customer. Forge may revoke Customer’s authorization, whether in whole or in part, at any time. Customer may request additional Authorized Users at any time; such request subject to Forge’s reasonable discretion. Increasing the number of Authorized Users may result in an increase in Fees.
5. Affiliate Rights. The licenses granted in this Section 5 have been granted only to the business unit(s) identified on the Order Form. If Customer wishes to acquire licenses for additional business units or affiliates, the parties must execute a new Order Form to that effect.
6. Additional Components. Forge may, from time to time, make Additional Components available on the Platform. Such Additional Components may: (a) require acceptance of additional terms of service by Customer; (b) include additional or alternative restrictions on Authorized Users; and/or (c) require payment of additional Fees. Customer’s access to any Additional Component will be conditioned upon acceptance of any such additional terms or Fees.
7. Support & Maintenance. Forge shall regularly maintain the Platform and Software. Forge shall provide customer support via the contact information contained in the Order Form. Forge may update its support and maintenance terms via the Platform at any time with or without notice to customers.
8. Audit Rights. Forge reserves the right to audit Customer’s compliance with this Section 5, including but not limited to compliance with Sections 5.3 and 5.4. Forge may exercise this audit right remotely, using software or other technical methods to verify compliance. If Forge elects to conduct an audit of Customer’s books and records, such audit may not be conducted more than once in a 12-month period, during regular business hours at Customer’s principle place of business and upon reasonable prior written notice.
9. Sub-Licensing by Customer. Customer may only sublicense access and use of the Platform, Software, and/or Forge Data after executing a separate Forge Intelligence sublicensing agreement. Any sub-licensing of access or use of the Platform, Software, or Forge Data absent a fully executed sublicensing agreement will be a breach of Section 5.3.
10. Use of Forge Data in Customer Materials. If Customer wishes to incorporate Forge Data into Customer materials for distribution to third parties, Customer must obtain Forge’s prior written consent to that use. Forge may limit use of Forge Data under this Section 5.10 at its sole discretion.
11. For Informational Purposes Only. Forge is licensing Forge Data only to inform Customer of private issuers and their securities. Customer shall not use the Forge Data for any other purpose, including but not limited to: transacting in or brokering transactions on behalf of any third party; or internally matching buy and sell orders within Customer’s organization.
12. Suspension of Access. Forge may, at its sole discretion, suspend Customer’s access to the Platform, Software, or Forge Data, at any time if Forge determines that Customer’s or any Authorized User’s access or use of Forge Intelligence, or any component of the Platform, Software, or Forge Data, violates any provision of these Forge Intelligence Terms or is contrary to the permitted purpose of the licenses granted hereunder. The duration and conditions of any suspension of access will be at Forge’s sole discretion and Forge will have no liability to Customer or any Customer affiliate for any loss or damage resulting from that suspension. Suspension of Customer’s access will not be deemed a termination of these Forge Intelligence Terms or the Master License Agreement.

Forge may, at its sole discretion, provide you with trial access to Forge Intelligence, in whole or in part, on a limited no-Fee basis (the “Free-Trial Services”). If Forge grants you Free-Trial Services, your access and use of Forge Intelligence will be subject to the following terms and conditions:

1. Trial Use. Customer may use the Free-Trial Services solely in connection with Customer’s internal evaluation of Forge Intelligence and for no other use or purpose (including, without limitation, any commercial use or purpose). Only those individuals identified in writing to and approved by Forge as Authorized Users may access the Free-Trial Services.
2. Trial Term; Access Suspension and Modification. The Free-Trial Services are available on a temporary basis for the period specified by Forge in writing. If there is no period specified, such use is limited to thirty (30) days after the date on which access is made available to Customer. Forge reserves the right to (i) suspend or cancel Customer’s access to the Free-Trial Services, and (ii) change or modify the Free-Trial Services, in each case at any time in Forge’s sole and absolute discretion. Customer may cancel its access to the Free-Trial Services at any time by contacting Forge.
3. Trial Disclaimers and Limitations. THE FREE-TRIAL SERVICES ARE PROVIDED TO THE CUSTOMER “AS-IS” WITH ALL FAULTS. NEITHER FORGE NOR ANY AFFILIATE MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, ADEQUACY, TIMELINESS, OR COMPLETENESS OF THE FREE-TRIAL SERVICES OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, OR AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE FREE-TRIAL SERVICES. NEITHER FORGE NOR ANY AFFILIATE WILL HAVE ANY LIABILITY TO CUSTOMER OF ANY KIND, AT LAW OR EQUITY, TO CUSTOMER ARISING FROM CUSTOMER’S USE OF THE FREE-TRIAL SERVICES. NEITHER PARTY NOR ANY AFFILIATE OF SUCH PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES, LOST OR IMPUTED PROFITS, LOST DATA (INCLUDING CUSTOMER DATA), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, INTERRUPTION OF BUSINESS, TRADING LOSSES, LOST REVENUE, LOST BUSINESS GOODWILL OR REPUTATION, OR FOR ANY SIMILAR CLAIM, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT, WARRANTY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, EVEN IF FORESEEABLE AND REGARDLESS OF WHETHER A PARTY OR ANY RELATED ENTITY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
4. Excluded Sections. Section 4 (Economics), Section 5.7 (Support & Maintenance), Section 11 (Term; Termination), Section 12 (Representations & Warranties), Section 13 (Limitation of Liability), and Section 14 (Indemnification) do not apply to the Free-Trial Services.
5. Access and use of Forge Intelligence after expiration of the Free-Trial Services will incur all Fees due under these Forge Intelligence Terms and may only be terminated and cancelled in accordance with Section 11 below. Customer shall execute an Order Form which incorporates by reference these Forge Intelligence Terms.

Customer acknowledges and agrees that its access and use of the Platform, Software, and Forge Data requires performance of third parties.

1. Forge Third Parties. Forge may engage third party service providers to provide services relating to the Platform, Software, and Forge Data. Forge shall use commercially reasonable efforts to prevent use of third party service providers from interfering with Customer’s access and use of the Platform, Software, and Forge Data. As between Forge and Customer, Forge will have no liability for any unavailability or inaccuracy of the Platform, Software, or Forge Data caused by those third parties and not within the commercially reasonable control of Forge.
2. Customer Third Parties. Customer is solely responsible for the selection and engagement of any third parties it uses in connection with Customer’s access and use of the Platform, Software, and Forge Data, including but not limited to internet service providers, data storage centers, or independent contractors. As between Customer and Forge, Customer will be liable for any breach of the Master License Agreement that is caused by or relates to Customer’s third-party service providers.

1. No Rights to Forge IP. Except for the license granted herein, the Master License Agreement grants Customer no rights or interest in or to any Forge IP. Forge is the exclusive owner of all Forge IP, provided that, to the extent any third-party intellectual property is incorporated into the Software, the licensor of that third-party intellectual property is and will remain the exclusive owner of all intellectual property rights in and to that third-party intellectual property.
2. “Forge IP” means Forge’s intellectual property rights concerning: (a) the Platform, Software or Forge Data, including any updates to the Platform, Software or Forge Data made during the term of the Master License Agreement; (b) any technology, programming, or other information in any medium that is created from or based on the Platform or Software or Forge Data; (c) any improvements made to the Platform or Software or Forge Data; (d) any content, in any medium, created by Forge or on Forge’s behalf concerning the Platform or Software or Forge Data; and (e) the format, appearance, design, and reproducible content of any reports generated by the licensed Platform or Software or Forge Data, excluding any Customer Data (defined below).
3. Feedback. Incorporation of any Customer feedback on the Platform or Software or Forge Data will be at Forge’s sole discretion. If Forge develops, creates, or adopts any material, in any medium, based on Customer feedback, that material will be deemed Forge IP and Forge will be the sole owner of that material. Customer acknowledges and agrees that it has no intellectual property rights in or to any feedback on the Platform or Software Forge Data. If Customer possesses any intellectual property rights in its feedback under applicable law, Customer hereby assigns all right, title, and interest in and to that feedback; if Customer is prevented from assigning all right, title, and interest in and to that feedback, Customer hereby grants Forge an irrevocable, perpetual, exclusive, royalty-free, worldwide license to use, exploit, and create derivates works from, that feedback for any purpose and in any medium or format. Customer hereby waives any and all moral rights to any intellectual property contained in any Customer feedback.
4. Additional Component IP. Any intellectual property rights in or to Additional Components will be set forth in the terms of service for each Additional Component. Unless expressly set forth in those terms of service, Customer will not acquire any rights or interest in or to any intellectual property in the Additional Component.

Forge shall maintain Customer Data (defined below) as Customer’s confidential information and, subject to Section 10.3, shall not disclose Customer Data to any unaffiliated third party absent Customer’s prior written consent except as required by applicable law or industry self-regulating authorities or other valid legal request.

1. Forge Information Security. Forge shall maintain policies and practices designed to prevent unauthorized access to its information, computer systems and networks, the Platform, Software, and Forge Data, consistent with industry best practices to the extent applicable and practicable for Forge’s operations. Upon Customer request, Forge will provide Customer with a copy of Forge’s then-current information security policies (redacted as appropriate). If Forge conducts regular third-party reviews of its information and/or data privacy controls, and those reviews include generation of a report designed for distribution to Forge customers, Forge will provide Customer with a copy of that report. Forge is under no obligation to conduct additional third-party tests, reviews, or audits, or provide Customer with results or reports of those tests, reviews or audits.
2. Third-Party Information Security. Customer acknowledges and agrees that PaaS services utilize third party service providers and that Forge cannot control the actions or inactions of those third party service providers. At least annually, Forge will review the security certifications for its third-party service providers. As between Forge and Customer, Forge will have no liability arising from or relating to the actions or inactions of third-party service providers reasonably outside of Forge’s control.
3. Customer Data
   1. “Customer Data” means data that Customer transmits to Forge via the Platform or Software, including information deemed “personal data” under applicable law. As between Forge and Customer, Customer is the sole and exclusive owner of Customer Data.
   2. The parties’ rights and obligations with respect to Customer Data, including any personal information contained therein, will be governed by Forge’s privacy policy, available at www.forgeglobal.com/privacy-policy.
4. Customer Obligations. Customer is solely responsible for obtaining all necessary rights and permissions to transmit Customer Data to Forge. Forge may, from time to time, provide Customer with written specifications regarding certain types of Customer Data transmission to the Platform or Software; Customer shall comply with all such written specifications. By transmitting Customer Data to Forge, Customer grants Forge a limited, revocable, worldwide, royalty-free license to transmit and process Customer Data. Forge is not and Customer shall not rely upon or make any representation suggesting that Forge is a repository of record for Customer Data. If Customer is subject to a country-specific Customer Data addendum, the terms of that addendum will control.
5. Data Breach. Customer shall take commercially reasonable efforts to prevent a “Data Breach”: unauthorized access to its software, computer networks, network infrastructure, Confidential Information, or hardware, including but not limited to the methods and systems Customer uses to access and use Forge Intelligence. If Forge believes that Customer’s Data Breach has resulted in unauthorized access to Forge Intelligence, in whole or in part, or the software, computer networks, network infrastructure, hardware, or Confidential Information of Forge or any affiliate of Forge, or the introduction of any virus or other malicious or unauthorized software into the foregoing, Forge shall notify Customer and Customer shall cooperate with Forge’s analysis and remediation thereof.
6. Remediation; Costs. Customer shall reimburse Forge for all costs of investigation and remediation resulting from Customer’s Data Breach.

1. Subject to Section 11.2 below, these Forge Intelligence Terms will become effective when Customer is granted access to Forge Intelligence, and will continue until terminated by the parties as permitted below.
2. If an Order Form or other written agreement between the parties contains a subscription period or other express date-specific conditions on the duration of this Agreement, then these Forge Intelligence Terms will become effective on the date indicated therein, will continue until the expiration of the period indicated, and will automatically renew for an additional period equal to the initial subscription period unless one party provides the other with notice of non-renewal at least ninety (90) days before expiration of the current subscription period.
3. Termination For Material Breach. Either party may terminate these Forge Intelligence Terms if the other party materially breaches a provision herein and fails to cure that breach within thirty (30) days after receiving notice thereof, provided, however that: the notice and cure period for a breach of Section 9 (Confidentiality) will be five days; and Forge may terminate these Forge Intelligence Terms immediately in event of a suspected material breach of Section 5.3 (License Prohibitions) or Section 10 (Information Security).
4. Neither expiration nor termination of these Forge Intelligence Terms or the Master License Agreement will release any party from any obligation or liability arising before that expiration or termination. If Forge terminates these Forge Intelligence Terms or the Master License Agreement for material breach, Forge will have no obligation to refund any pre-paid Fees. If Customer terminates these Forge Intelligence Terms or the Master License Agreement for material breach, Forge will refund pre-paid Fees, prorated as necessary.
5. Immediately upon expiration or termination of these Forge Intelligence Terms or the Master License Agreement, in whole or in part: all licenses granted under the applicable Order Form will cease and Forge may block access to the Platform, Software, and Forge Data; Customer shall promptly destroy all copies of Forge Data in its possession; and each party shall destroy the other party’s Confidential Information pursuant to Section 9. If the Master License Agreement is terminated under Sections 11.2 or 11.3, Forge reserves the right to maintain copies of Customer’s Confidential Information as permitted by applicable law.

1. Mutual. Each party represents and warrants that: (a) it has the power and authority to enter into the Master License Agreement and perform the obligations herein; (b) its performance under the Master License Agreement will not cause it to breach any existing contractual obligation to any other party; (c) any legal documents it provides to the other party, the accuracy of which will be relied upon by the receiving party, will be true and correct; and (d) it will comply in all material respects with all applicable laws and regulations with respect to Forge Intelligence and the performance of its obligations under the Master License Agreement.
2. Anti-Virus. Forge represents and warrants that: (a) the Platform and Software are, as of the Effective Date, free from any malicious Software or programming devices (e.g. worms, viruses, Trojan Horses, etc.) that may be used to gain unauthorized access to Customer’s computer systems or to modify Customer Data; and (b) Forge shall use industry-standard anti-virus Software to detect and prevent introduction of any malicious Software or programming devices in the Platform or Software. The foregoing is limited to the Platform and Software owned and operated by Forge.
3. Third Party Intellectual Property. Forge represents and warrants that it has obtained all consents necessary for Customer to access and use the Platform, Software, and Forge Data and that Customer will not need to obtain any additional consents, whether licenses or other permissions, to use the Platform and Software and Forge Data. The foregoing does not extend to any modifications of the Platform or Software or Forge Data made at Customer’s request.
4. Customer Data. Customer represents and warrants that it has obtained all consents necessary to collect and transmit Customer Data to Forge pursuant to Section 10, including any consents required for the collection and transmission of personal information under applicable law.
5. Disclaimers. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE MASTER LICENSE AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE MASTER LICENSE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, SOFTWARE, AND FORGE DATA AND ANY MODIFICATION, ADAPTATION, ENHANCEMENT, OR DERIVATIVE WORK THEREOF, ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND FORGE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED.

1. General Cap on Damages. The total liability of either party to the other will not exceed the total license Fees paid by Customer in the preceding 12-month period, provided that: (a) the total liability of either party with respect to a breach of its obligations under Sections 10 and 12.4 will not exceed $1,000,000; and (b) there will be no cap on damages for liability arising from a party’s obligations under Section 14, a breach of Section 9, or any liability arising from or relating to a party’s gross negligence or willful misconduct.
2. No Special Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES, LOST OR IMPUTED PROFITS, LOST DATA (INCLUDING CUSTOMER DATA), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, INTERRUPTION OF BUSINESS, TRADING LOSSES, LOST REVENUE, LOST BUSINESS GOODWILL OR REPUTATION, OR FOR ANY SIMILAR CLAIM, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT, WARRANTY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, EVEN IF FORESEEABLE AND REGARDLESS OF WHETHER A PARTY OR ANY RELATED ENTITY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. If a Customer affiliate is subject to the terms of the Master License Agreement, and that affiliate breaches the Master License Agreement, Forge may recover any liability arising from that breach from either that affiliate or Customer, and Forge may bring a separate action against the other party.

1. Forge. Forge shall indemnify, defend, and hold harmless Customer, its officers, directors, employees, agents, and permitted assigns, from and against any and all losses and costs (including reasonable outside attorney fees) arising from or relating to third party claims alleging that: (a) Forge used Customer Data in violation of the Master License Agreement or applicable law; or (b) Customer’s use of Forge IP infringes on third party intellectual property rights. If the Platform or Software is subject to third party claim of infringement, Forge may, at its expense: (i) modify the applicable Software program or Platform component to render it non-infringing; or, if (i) is not feasible, then (ii) replace the Software program or Platform component with a suitable, functionally equivalent, non-infringing alternative; or if neither (i) nor (ii) is feasible, then (iii) terminate the applicable Order Form and provide Customer with a refund of any pre-paid fees, prorated as necessary. Forge’s obligations under this section do not extend to any modifications of the Platform or Software by Customer or to any claims arising from or relating to Customer’s use of the Platform or Software in contravention of the Master License Agreement. THE PROVISIONS OF THIS SECTION 14.1 STATE FORGE’S SOLE AND EXCLUSIVE LIABILITY TO CUSTOMER, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
2. Customer. Customer shall indemnify, defend, and hold harmless Forge, its officers, directors, employees, agents, and permitted assigns, from and against any and all losses and costs (including reasonable outside attorney fees) arising from or relating to third party claims alleging that: (a) Customer use the Software, the Platform, Forge Data or documentation in violation of the Master License Agreement or applicable law; (b) the use of Customer Data by Forge as contemplated in the Master License Agreement or as directed by Customer violates applicable law; or (c) that Customer’s collection and transmittal of personal information contained in Customer Data was in violation of applicable law.
3. Procedure. The indemnified party shall: (a) notify the indemnifying party promptly of any claim covered by this section; (b) give the indemnifying party sole control of the defense and settlement thereof; and (c) reasonably cooperate with the indemnifying party’s defense. The indemnifying party may not enter into any settlement, compromise, or consent to entry of judgment absent the indemnified party’s prior written consent (not to be unreasonably conditioned, withheld, or delayed). The indemnifying party will not be relieved of its obligations under Section 14 as a result of the indemnified party’s failure to provide notice unless that failure materially prejudices the ability of the indemnifying party to fulfill its obligations.

1. Notices. Notices required by the Master License Agreement must be sent to the addresses listed on the Order Form. Notices will be deemed delivered when received by the recipient.
2. Assignment. Neither party may assign the Master License Agreement, or any right or obligation hereunder, without the other party’s prior written consent, except that consent will not be required to assign the Master License Agreement to an entity acquiring all or substantially all of the assigning party’s assets or as the result of a corporate reorganization.
3. Non-Solicitation. During the term of the Master License Agreement and for two years after expiration or termination, Customer shall not solicit any Forge employee, directly or indirectly, or hire, employ, or otherwise engage any Forge employee. However, this prohibition will not apply if: (a) the Forge employee responded to a general solicitation open to the general public; or (b) the individual is a former Forge employee but was not employed by Forge at any time during the 12 months preceding the date Customer hired that former Forge employee.
4. Export Restrictions. Neither party shall export or re-export, directly or indirectly, or provide to any other person or entity for export or re-export, any Software without first complying with all applicable export control regulations of any jurisdiction to which Customer is subject, including without limitation, obtaining any necessary export or re-export consent from the U.S. Department of Commerce or other government authority.
5. Governing Law; Jurisdiction. The Master License Agreement will be enforced according to the laws of New York State, without regard to conflicts of laws principles. The state or federal courts located in New York County, New York will have exclusive jurisdiction over any dispute arising from or relating to the Master License Agreement and the parties hereby waive any objection to that jurisdiction.
6. Severability. If any term or provision of the Master License Agreement is ruled invalid or unenforceable as a matter of law, the rest of the Master License Agreement shall remain in full force and effect.
7. Force Majeure. Except for payment obligations, each party shall be excused for failing to perform its obligations under the Master License Agreement if it is prevented from or delayed in performing as a result of an event beyond its reasonable control, including but not limited to: failure of utilities; failure of telecommunications networks; acts of God; war; riot; civil unrest; malicious damage; compliance with applicable law; fire; flood; or storm. Force majeure events do not include any accidents, acts, or events to the extent such events result from the negligence, fault, or intentional wrongdoing of a party and could not have been reasonably prevented by the affected party.
8. Relationship of the Parties. The parties are independent contractors. Nothing in the Master License Agreement will be construed as creating any partnership, joint venture, or other legal relationship.
9. No Third-Party Beneficiaries. The Master License Agreement is for the sole benefit of the parties. Except as expressly set forth herein, nothing in the Master License Agreement will confer any rights or benefits on or to any third-party.
10. Entire Agreement. The Master License Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or verbal, concerning the subject matter hereof.
11. Survival. The following sections will survive expiration or termination of the Master License Agreement: 5.8 (Audit Rights); 8 (Intellectual Property); 9 (Confidentiality); 10 (Information Security; Data Privacy); 11.4 and 11.5 (Effects of Termination); 13 (Limitation of Liability); 14 (Indemnification); and 15 (Miscellaneous).
12. No Waiver. No failure to enforce a right or remedy provided by the Master License Agreement or available to a party at law or equity will be deemed a waiver of that right or remedy unless expressly waived in a written instrument executed by that party. All remedies available to a party to the Master License Agreement are cumulative.
13. Amendments. The Master License Agreement may only be modified by a written instrument executed by all parties hereto.
14. Counterparts. The Master License Agreement may be executed in multiple counterparts, each of which when executed and delivered will be deemed to be an original but all of which when taken together will constitute one and the same instrument.