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Forge Pro Terms of Use

September 20, 2024

These terms of use (these “Terms”) govern your use of the Forge Pro Platform (“Forge Pro”) and are in addition to and form part of your agreement with Forge Securities LLC (“Forge Securities”) under which Forge Securities provides brokerage services to you.

  1. LICENSES
    1. Licenses. Subject to these Terms you are hereby granted a limited, non-exclusive, revocable, non-transferrable, non-sublicenseable, and non-assignable, license to access and use Forge Pro solely for your internal business purposes.
    2. Prohibitions. You will not: (a) use Forge Pro for any purpose other than as expressly permitted by these Terms; (b) use Forge Pro in any unlawful manner; (c) attempt to reverse engineer, decompile, or disassemble Forge Pro; (d) modify, translate, or create derivative works based on Forge Pro; (e) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to Forge Pro; (f) use Forge Pro for time-sharing or service bureau purposes; (g) interfere with or disrupt the integrity or performance of Forge Pro; (h) attempt to gain unauthorized access to Forge Pro; (i) access or use Forge Pro for competitive analysis or to build competitive products; (j) scrape, spider, monitor, or copy any content on Forge Pro; (k) use or access Forge Pro to compile a competitive product or service; or (l) use, provide, or allow access to Forge Pro by any artificial intelligence tools or aids.
    3. No implied licenses. The license granted under these Terms is granted only to you as the party to the brokerage agreement with Forge Securities and does not extend to any of your affiliates. You may provide Forge Securities will a list of users permitted to access and use Forge Pro on your behalf under this license (each an “Authorized Users”). Forge Securities may, in its sole discretion, establish criteria for authorizing user access to Forge Pro, and may modify those criteria at any time without notice to you. Forge Securities may revoke your authorization, whether in whole or in part, at any time. You may request additional Authorized Users at any time; such request is subject to Forge Securities’ reasonable discretion.
    4. Suspension of Access. Forge Securities may, in its sole discretion, suspend or terminate your access to Forge Pro at any time if Forge Securities determines or reasonably believes that your or any Authorized User’s access or use of Forge Pro, violates any provision of these Terms or is contrary to the permitted purpose of the licenses granted hereunder. In addition, Forge Securities may: (a) require that you delete any data in your possession that was acquired or generated as a result of such violation and that you provide a written certification confirming such deletion; (b) require you to implement corrective actions, such as improved security measures or additional employee training, and provide certification of these actions to Forge Securities; (c) conduct an audit, including via remote software tools, of your systems, practices, and use of Forge Pro to verify compliance with these Terms, and you agree to cooperate fully with such audit and provide access to relevant systems and documentation as requested by Forge Securities; and (d) if any audit reveals a breach, including unauthorized users, misuse of any Forge IP (as defined below), or creation of unauthorized derivative works, require you compensate Forge Securities for the fair value if such Forge IP, including any applicable license fees and statutory damages for copyright infringement. The duration and conditions of any suspension of access will be at Forge Securities’ sole discretion and Forge Securities will have no liability to you for any losses or damages resulting from such suspension. Suspension of your access will not be deemed a termination of these Terms.
  2. TERM AND TERMINATION

    These Terms are effective upon acceptance or first use of Forge Pro by you and will continue to apply until access to Forge Pro is terminated.

  3. INTELLECTUAL PROPERTY AND DATA
    1. Forge IP. "Forge IP" mean all intellectual property rights throughout the world, whether registered or by operation of law, that Forge Securities or any of its affiliates (collectively “Forge”) may make available to you under these Terms or in the future, including, but not limited to (a) the Forge Pro proprietary software and platform, including any updates, enhancements, or modifications thereto; (b) all data, metrics, and analytical insights provided through or generated as a result of your use of Forge Pro, including but not limited to usage statistics, transaction details, and other information submitted through or derived from your interaction with Forge Pro; (c) any trademarks, service marks, logos, trade names, or other branding elements associated with Forge; and (d) all proprietary content, documentation, methodologies, algorithms, designs, and other confidential or proprietary information related to any Forge IP, and any other materials provided by Forge, whether protected by copyright, trade-secret law, or other intellectual property rights.
    2. Ownership. Forge retains all rights, title, and interest in and to the Forge IP. You acquire no rights in the Forge IP, other than the limited rights expressly granted in these Terms
    3. Your Data. You grant Forge a worldwide, non-exclusive, royalty-free license to (a) access, use, reproduce, process, store, and retain all of your data for any lawful business purpose; (b) aggregate, anonymize or de-identify, and analyze this data for product improvement, research, trend analysis, and any other business purposes; (c) share it with third parties, affiliates, and service providers as needed for purposes of providing brokerage services as well as for purposes offering other products and services provided by any Forge affiliate; (d) retain data indefinitely or delete it at Forge's discretion; (e) implement reasonable security measures without assuming liability for unauthorized access or consequential damages and (f) disclose your data to the extent not prohibited under any applicable law or regulation, provided that such data may not reasonably be used to identify your personally identifiable information.
    4. Feedback. You agree that any features, functionality, performance or feedback provided to Forge regarding Forge Pro, or any other aspect of the Forge IP (“Feedback”) will be the sole and exclusive property of Forge. You hereby assign all rights, title, and interest in and to such Feedback to Forge, including any intellectual property rights therein.
  4. FEES

    Forge Securities will provide Forge Pro to you at no charge; provided, however, that Forge Securities reserves the right, in its sole discretion, to implement fees for the use of Forge Pro at any time upon reasonable prior written notice to you.

  5. DISCLAIMER OF WARRANTIES

    EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, FORGE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FORGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW; FORGE PROVIDES FORGE PRO AND ANY OTHER SERVICE AND INFORMATION, INCLUDING ANY MODIFICATION, ADAPTATION, ENHANCEMENT, OR DERIVATIVE WORK THEREOF, “AS IS” AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

  6. LIMITATION OF LIABILITY
    1. LIMITATION OF LIABILITY BY FORGE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF FORGE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED $1,000 (ONE THOUSAND DOLLARS). THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. SPECIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
  7. INDEMNIFICATION;REMEDIES
    1. Indemnification by Forge. Forge will indemnify, defend, and hold harmless you, your affiliates, officers, directors, employees, agents, and permitted assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim, action, suit, proceeding, or demand alleging that the authorized use of Forge Pro as contemplated under these Terms infringes or misappropriates the intellectual property rights of a third party. This indemnification is conditioned upon you promptly notifying Forge in writing of any such claim and allowing Forge to control the defense and settlement of such claim.
    2. Indemnification by You. You will indemnify, defend, and hold harmless Forge, its affiliates, officers, directors, employees, agents, and permitted assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) related to any third-party claim, action, suit, proceeding, or demand arising out of or related to: (a) your use of Forge Pro in violation of these Terms or applicable laws or regulations; (b) any data or other content or materials provided by you or on your behalf, including any claims alleging that such data, content or materials infringe or misappropriate the intellectual property rights of a third party; (c) your failure to comply with applicable laws or regulations in connection with your use of Forge Pro; or (d) your violation of any third-party rights, including without limitation any intellectual property rights
    3. Available Remedy. The indemnification obligations set forth in this Section 7 do not supersede and are in addition to any other remedies that you may have separately agreed to with Forge Securities or any of its affiliates in connection with additional products or services provided by any Forge affiliate.
  8. SURVIVAL

    The following provisions will survive any termination these Terms: Sections 1, 3, 5, 6, and 7.