Forge Global, Inc. and its affiliated companies (“Forge”, us, we, etc.) collectively publish and operate a software platform, marketplace, and service (together, the “Platform”), to facilitate transactions in secondary markets (the “Transactions”) of and relating to shares of private companies (the “Shares”). The Platform is available on the website forgeglobal.com and via Forge mobile application (collectively, the “Site”).
If you use the Services as an approved proxy for another individual (e.g. your work supervisor or a client) and/or on behalf of one or more business entities you or they own, manage, or advise (such as funds or holding companies), then you agree to these Terms on your own behalf and on behalf of those individuals and entities (to which references to “you” also apply), and may only use the Services if you have the authority from each such individual and entity to do so. If you setup multiple accounts, or multiple entity listings within an account, you are making a separate agreement between each of them and Forge.
Description of Transactions
Forge facilitates Transactions between (i) “Shareholders”, who own Shares, either directly or by virtue of holding instruments relating to shares such as options, futures contracts, or interests in holding companies that own Shares, and (ii) “Investors” who contemplate gaining investment exposure to Shares. You may access the Site as a Shareholder, an Investor, or both. If you are not a Shareholder or potential Investor, but wish to examine the Platform as a student, researcher, scholar, analyst, journalist, auditor, investigator, private equity broker, as an advisor to Shareholders and Investors, or in some other role, your access to certain Site and Service functionality will be limited or blocked, including among other things the ability to place Transaction requests or close Transactions.
Transactions may be initiated through the Site, or off-site by email, telephone, or other means, but in any case under the auspices of duly licensed broker-dealers affiliated with Forge (the “Brokers”). One a Transaction is pending, the Broker will circulate an electronic link to a closing service (the “Closing Platform”) that, among other things, contains agreements appropriate to memorialize any transaction terms, including any provisions regarding commissions, nondisclosure of confidential information, non-circumvention, and other terms, conditions, notices, and disclosures that are customary to govern the Transaction (the “Transaction Documents”).
The Closing Platform is part of the Site, and your use of the Closing Platform and associated Services is conditioned on your accepting these Terms. On your request, as an alternative to the Closing Platform, we may circulate documents by email, third party electronic signature service, or paper documents.
All who access our Site, user our Services, and/or agree to these Terms are considered “Members”. There are three types of Members:
- “Visitors”, who are visiting the Site or accessing the Services for any reason;
- “Site Members”, who have established an online account (or if applicable an entity listing on an account) on the Site (their “Site Account”), so long as their account is still active and has not been blocked, suspended, disabled, or terminated; and
- “Authorized Members”, who are Site Members Forge has approved and acknowledged to meet conditions Forge may establish, including without limitation “know your customer”, anti-money laundering, and other diligence checks, and self-certification of accredited investor or qualified purchaser status.
Any securities mentioned on the Site or as part of the Services are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of the investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless and until registered with the SEC, if at all. Securities will be subject to restrictions on resale and transfer, including holding period requirements. Investing in private placements requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities reflected in the Trade Sheet are not FDIC insured, may lose value, and not guaranteed by any bank or institution.
Any securities mentioned have not been registered under the Securities Act, in reliance on exemptions thereto. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. Forge does not represent that any governmental agency has necessarily reviewed the Site, or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any Transaction. Further, companies whose Shares are described on the Site or as part of the Services may not have approved and may not know about, the Site, Services, and various Transactions.
The exemptions relied upon for the Transactions are significantly dependent upon the accuracy of representations made by Investors and Shareholders, and potentially the issuers of the applicable securities, each as may be reflected in applicable Transaction Documents. In the event that any such representations prove to be untrue, the registration exemptions might not be available and substantial liability could result. These risks are non-exhaustive and are intended to highlight certain risks associate with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE ALL PERSONS AND ENTITIES WHO ELECT TO PARTICIPATE IN TRANSACTIONS TO CONSULT LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFOREHAND, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY TRANSACTION MATERIALS, AND REQUEST ANY ADDITIONAL INFORMATION.
Relationships Among Parties
These Terms are an agreement between you and Forge Global, Inc., the software developer / publisher that created and operates the Site and Services. Forge Global, Inc. is not a registered broker-dealer, funding portal, investment adviser, or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings, nor does it solicit, broker, close, or otherwise participate in any Transactions. Forge does not recommend or otherwise suggest that any person or entity participate in any Transaction, which such participation shall be entirely at each such participant’s own risk.
Instead, Forge Global, Inc. licenses the platform to one or more broker-dealers, including (a) Forge Markets LLC, a Delaware limited liability company, which is duly licensed by the Financial Regulatory Authority (“FINRA”), the main self-regulatory organization that oversees brokerages in the United States and (b) Rockpool Capital Limited, a Hong Kong private company limited by shares, which is duly licensed by the Securities and Futures Commission, the main regulatory organization that oversees regulated activities under the Securities and Futures Ordinance in Hong Kong. In order to close a Transaction you will need to enter an engagement agreement with one of the approved Brokers.
In addition, another Forge affiliate, Forge Global Advisors LLC, a Delaware limited liability company, organizes and serves as adviser to funds that hold Shares and Contracts (the “Funds”), working with third party companies (the “Servicers”) to manage and service the Funds.
Forge Markets LLC, Rockpool Capital Limited, Forge Global Advisors, and other affiliates may variously collect brokerage fees from Transactions, or have an ownership interest, carried interest, or derive management fees from the Funds, but each is a distinct legal entity and any relationship you have with each one will be the subject of a separate contract.
Representations and warranties by you
You, the individual user of the Site or Services, expressly represent, warrant, and agree to the following:
- You are at least 18 years old, are of the age of majority in the jurisdiction in which you live or are otherwise able to enter contracts as an adult, and have the right, authority, and capacity to agree to these Terms, on your own behalf and on behalf of your organization or entity if any.
- You are using the Site and Services on your own behalf or that of your organization or entity, not as an agent, designee, or representative of another party — if you are a designee of another individual, please contact [email protected] for further instructions.
- You are using your real name and personal identity, and the real name and identity of any organization or entity, and not impersonating another person, a fictitious person, or an avatar.
- All of the information, forms, documents, or other material you submit are true and accurate to the best of your knowledge.
- If you have applied to be an Authorized Member, you, your organization, or entity as applicable are a bona fide Shareholder or prospective Investor interested in considering potential Transactions to be arranged by a Broker, and are not (among other things) a broker or finder who is gathering information in order to seek clients or broker trades.
Covenants by you
You agree not to do any of the following, either directly by interacting with the Site and Services, or by direct communication with Forge personnel:
- Do things that cause any of the representations and warranties above to be untrue, inaccurate, or misleading, or continue to use the Site or Services upon learning that any of them are untrue, inaccurate, or misleading.
- Place any bids or asks, or expressions of interest, unless you are an Investor or Shareholder doing so to consider potential Transactions on your own behalf (and not on behalf of potential or actual clients).
- Misrepresent, or provide any information (or by failing to fully disclose any relevant information create an implication) (i) that you know or should know to be inaccurate, incomplete, false, or misleading, concerning yourself, your financial information, your status as an accredited investor or qualified purchaser (if applicable) or ownership and transferability of Shares (if applicable), your intentions, or your desire to enter Transactions, or (ii) in an attempt to manipulate market prices or participants (including Forge) rather than to consider potential Transactions.
- Create Site Accounts under false or assumed identities, impersonate a person other than yourself, or create multiple or “sockpuppet” Site Accounts.
- Provide or link to fake identities, or accounts that are not your own, on other services such as AngelList, LinkedIn, a financial institution, or an online brokerage or stock and option management service.
- Attempt to gain or solicit access to secured or private portions of the Site or Services, other than those that you are permitted to use.
- Allow others to use or access your Site Account, create accounts to be used by or on behalf of multiple persons, or otherwise allow unauthorized use of your Site Account.
- Create new Site Accounts after your Site Account has been blocked, suspended, disabled, or terminated.
- Modify, republish, sublicense, or create derivative works based upon any content you receive from the Site or as part of the Services, except for content that is explicitly designated in writing by Forge as licensed for republication.
- Use a bot, custom application, automated tool, or means other than a commercial web browser or Forge-supplied mobile application to access the Site.
- Gather, scrape, spider, compile, create a database of, or otherwise harvest any information from the Site or Services, by manual or automated means, except for contemplating and entering Transactions.
- Use any robot, spider, scraper, or other automated means not provided by Forge to retrieve, index, download, or store any portion of the Site or Services.
- Attempt to gain, or solicit, access to secured or private portions of the Site or Services, or access any other person’s Site Account or information, except as permitted by Forge.
- Upload or transmit any form of virus, worm, Trojan Horse, code injection, phishing attempt, or other malicious information or code.
- Include any meta tags, hidden code, or other hidden text in connection with any content you upload to the Site or Services.
- Interfere with proper functioning of the Site and Services.
- To the extent you communicate with Forge personnel or others in the Forge community, engage in any vulgar, bullying, pornographic, offensive, threatening, libelous or defamatory, illegal, or otherwise inappropriate behavior, including by means of oral or written communications, images, or files.
- Disable or impair the operation or appearance of the Site, employing tactics such as a denial of service attack.
- Use the Services in a way that violates the securities laws and regulations in the United States, or in the jurisdiction in which you are operating, or that violates any judgments, agreements, or obligations to which you or bound, or that knowingly causes other Members to do so.
- Upload any information that is confidential, proprietary, or owned by a third party, unless you notify us as such. Please note that information that is otherwise confidential between you and your employer or company may be covered by an exception (by contract, statute, or otherwise) for purposes of your considering possible transactions involving a company’s securities. Even if you are entitled to disclose these confidences to us for purposes of the Transaction, you must inform us of their confidential nature so that we know whether or not we may use them without breaching any confidentiality obligation you may owe your company.
- Indicate to Forge that you are a Shareholder or Investor, or otherwise use any portion of the Site or Services reserved for Shareholders or Investors, without explicit written authorization from Forge, or for purposes of study, research, review, testing, investigation, reportage, analysis, competitive intelligence, or any purpose other than to consider (in good faith) and consummate Transactions.
- Post or supply any Content (described below) that constitutes defamation, copyright or trademark infringement, a legal violation, that is objectionable, obscene, inflammatory, fraudulent, harassing, invasive of the privacy or confidences of others, that interferes with the use and enjoyment of the Site by others, that is promotional or a form of solicitation other than the bids and asks that may be facilitated by the site.
Intellectual Property, Proprietary Information, and Ownership
We reserve all rights that are not expressly granted to you by these Terms. As between you and Forge, Forge alone shall own all rights, title, and interest, including all related intellectual property rights in and to the following (collectively, Forge’s “Content”):
- Any information offered about companies that issued Shares described on the Site or Services (other than information you provide), including their capitalization, valuation, and history.
- Any bids and asks, or information concerning completed or proposed Transactions (including Transactions in which you are participating).
- All documents, contracts, forms, and copyrightable text and images appearing on the Site or Services, other than any that you have uploaded.
- Any communications among you, Forge, other Members, and if present, Brokers, Funds, Servicers, each in respect of the Services.
- Any text, images, graphics, videos, audio files, charts, tables, software, scripts, photos, interactive features, copyrighted materials, trademarks, service marks, icons and logos: (i) that are part of the Site or Services, or (ii) displayed or provided to you on the Site or as part of the services.
All of the Content is subject variously to copyright, trade secret, confidentiality, and other rights under United States and foreign laws. Except as provided in these Terms, no part of Forge’s Content, and none of Forge’s proprietary rights therein, are licensed to you for any purpose. No part of Forge’s Content may be reproduced, recorded, retransmitted, sublicensed, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, websites or other medium or for any commercial purpose, except as provided in these Terms, without Forge’s prior express written consent.
“As between you and Forge” indicates that such rights are relative. Forge may not be the underlying owner of all of the Forge Content. Some of it may have been granted or licensed to Forge from Brokers, Funds, Servicers, various other Members, or other third parties. However, to the extent that Forge holds any rights in or to such materials, Forge grants you only the license contained herein.
- Termination of your Membership will not affect your engagement with any Broker, funds owed between you and the Broker (except as may be set forth in your agreement with the Broker), or any already-completed Transactions (except as may be set forth in agreements pertaining to the Transactions).
- Forge and any applicable Fund or Servicer shall honor, service, and maintain any completed Transactions according to their own terms. However, you may be prevented from entering any new Transactions, and if the termination was made by you, or by Forge for reason of a breach by you, Forge and the Broker may (or may not) rescind any of your uncompleted Transactions in progress. You will be responsible for completing any Transaction that is not so rescinded.
- An electronic copy of all Transaction Documents will be provided to you upon request. You may be unable to use the Services with respect to accessing any dashboard or other tool for managing your Shares or investments.
- These Terms remain enforceable against you in connection with any breach. Forge reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.
By entering into these Terms and using the services, you agree that you shall defend, indemnify and hold Forge, its licensees and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with your violation or breach of any part of these Terms or any applicable law or regulation, whether or not referenced herein. This indemnification obligation will survive the termination of these Terms.
Disclaimer of warranties and limitations on liability
All Forge Content is provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Forge disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Forge does not warrant that the functions provided on the Site or Services will be uninterrupted or error-free, that defects will be corrected, that Forge will retain all of your Account content and data in full integrity or keep readily available all user content and data, or that the Site or the means that makes it available to you are free of viruses or other harmful components.
All of the Forge Content that concerns companies and investments that is on the Site, or that exchanged by Forge as part of the Services, is either: (i) publicly available, (ii) information obtained from third party sources without endorsement, analysis, or approval by Forge, or (iii) information supplied by yourself and other Members. Forge does not provide, and disclaims any obligation to provide, any insight, advice, analysis, industry research, pricing information, verification, or help of any kind other than with respect to site functionality. Any charts, data, and other information Forge may provide regarding company news and insights, company valuations, funding events, and share prices are for informational purposes only and are not an endorsement or representation with respect to any company or the actual price or value of any of its securities.
Any links and referrals to other sites and services, including the services of a Broker you retain, any contract with a Fund, or the participation of any Servicer, bank, money transfer service, or other service provider, will be governed by their own terms and conditions. Forge is not responsible for the actions of any such parties, or any such third-party sites. These Terms bind Forge only with respect to your use of the Site and Services, not the sites and services of any third parties. Further, any promotions, advertising, or other content and services that are distinct from or in a distinct part of the Site may by their own terms be subject to terms of service and privacy policies that are limited to that particular content or services. Forge’s mobile application may have other terms and conditions that apply in addition to these Terms.
Forge does not warrant or make any representations regarding the use or the results of the use of any such third-party content, or for correctness, accuracy, reliability, or otherwise. We do not endorse any of the investment opportunities that may be presented, or recommend whether you should participate in any potential Transactions.
Under no circumstances, including, but not limited to negligence, shall Forge be liable for any special, indirect, incidental, or consequential damages that result from the use of or the inability to use the Content on the Site or the Services, even if Forge, the Broker, the Fund, the Servicer, or their authorized representatives have been advised of the possibility of such damages. In no event shall Forge’s total liability to you for all damages, losses, and causes of action whether in contract or tort exceed the amount paid by you, if any, for accessing the Site and using the Services.
The foregoing may in some instances be limited by rules and regulations pertaining to the brokerage industry.
The Terms shall be governed by California law and subject to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California, without regard to the choice or conflicts of law provisions of any jurisdiction. All claims arising from use of the Site will be exclusively resolved by binding arbitration. You understand that by requiring arbitration, neither party will have the right to sue in court or have a jury trial.
Arbitration will take place in San Francisco, California, and will be conducted under the Commercial Arbitration Rules of the American Arbitration Association, which are available at www.adr.org. The parties shall maintain the confidential nature of the arbitration proceeding and of any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Arbitration shall be conducted under the auspices of FINRA to the extent it may have authority over the parties and issues in dispute. To the extent any portion of this dispute resolution procedure conflicts with the rules of FINRA, as then in effect, such FINRA rules shall prevail.
Except as otherwise provided in the Terms, you and Forge may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
You and Forge agree that any arbitration will be limited to the dispute between Forge and you. You acknowledge and agree that you and Forge are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Forge otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
Each party retains the right to bring an individual action in small claims court with respect to matters within the jurisdiction thereof, or to seek injunctive or other equitable relief on an individual basis in a federal or state court in San Francisco, California, with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
The foregoing venue, choice of law, and jurisdiction provisions shall not apply to any matters that are subject to separate agreements between you and Forge or its affiliates (including without limitation Broker engagement agreements, nondisclosure agreements, and Transaction Documents).
Business Continuity Statements
SEC and FINRA Rules require investment advisers and broker-dealers to create and maintain a business continuity plan. In accordance with these rules, Forge has developed a plan that is intended to permit us to continue critical business operations during natural disasters, power outages, financial insolvency or other significant events.
While there can be no assurance that service will continue without interruption in all circumstances, the plans do address the actions that the firms will take in the event that there is a significant disruption. Account access is planned to be restored as the first step, which would be followed by other critical business operations.
If there is a local disruption to the operating facilities of either firm, the respective business continuity plans call for the affected firm to establish operations from an alternate location.
We maintain data backup records, located well away from our primary facility so that they would not be affected by a regional disruption. We intend for account access to be available through these records should the primary data center suffer a disruption. Our plan will be reviewed, updated and tested periodically.
In the case of financial insolvency, Forge will diligently seek to raise additional financing, including from affiliates, or, if necessary, orderly proceed with bankruptcy in accordance with applicable law. In the event of the Firm’s insolvency, its fund administrator will continue to administer and manage your investments.
Electronic Signature and Communication Consent
Unless otherwise arranged, we will provide and receive certain communications in connection with the Services, exclusively in electronic form. These communications include, but are not limited to, (1) agreements and policies required to use the Services, (2) Transaction Documents, (3) disclosures, notices, elections, waivers, and consents (4) payment authorizations and transaction receipts or confirmations, (5) account statements and history, and (6) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you.
Your agreement to these Terms confirms your ability and consent to receive communications electronically from Forge, rather than in paper form, and to the use of electronic signatures in our relationship with you.
If you choose to opt out or withdraw your consent, please make arrangements by contacting Forge.
You have the right to receive any communication in paper form at no charge to you, within 180 days of the communication, and also to opt out or withdraw your consent for electronic communications and/or signatures. To do so please email [email protected], call Forge client services, or write to Forge global, Inc., 415 Mission Street, Suite 5510, San Francisco, CA 94105, USA. Should you withdraw or withhold consent, it may take us a reasonable period to process your request, after which we may not be able to continue offering access to some or all of the Services.
To ensure that our communications reach you, please make sure your contact information, including among other things your email address and phone number, remain current.
You authorize Forge to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the Forge Platform, and Dwolla account notifications will be sent by Forge, not Dwolla. Forge will provide support for your Dwolla account activity through its regular telephone, email, and online customer support facilities.
ATS: Data Product
Forge Securities LLC, among other things, acts as a broker in connection with the purchase and sale of unregistered non-public company securities (“private company securities”) through its alternative trading system (“ATS”). You may submit indications of interest to buy or sell private company securities; provided, however, in order to buy or sell private company securities through the Forge platform, you must first become a customer of Forge Securities.
Forge Data, LLC (“Forge Data”) is a Forge Securities affiliate that distributes to its customers certain data products concerning securities of private companies (“Private Securities Data”). Forge Data provides Private Securities Data to its customers through its stand-alone subscription-based digital platform (the “Data Platform”) that is separate and apart from the Forge Securities platform and the Services covered under this Agreement. Private Securities Data contains general private company securities information, aggregated or individual historical transactional information conducted on the ATS, historical and current aggregated indications of interest information on the Forge platform and current individual indications of interest through an IOI data feed from Forge Securities. All Private Securities Data provided by Forge Data is anonymized. Consumers seeking to obtain Private Securities Data are required to enter into a separate agreement between the consumer and Forge Data. Data Platform consumers may also be users of the Services (“Joint Users”), may submit and otherwise have access to indications of interest on the Forge platform and may also be customers of Forge Securities and engage in the purchase and sale of private company securities through the ATS.
You understand that Joint Users, by virtue of their access to the Data Platform, will have access to Private Securities Data, which includes substantial and robust information regarding private company securities, indications of interest, and other elements of the Service which will not be available to users of the Service that do not subscribe to the Data Platform. In connection with your use of the Service and acceptance of the terms of this Agreement, you hereby represent, warrant, acknowledge and agree that: (1) you are experienced, sophisticated, and knowledgeable in the trading of private company securities and other similar instruments; (2) you understand that Private Securities Data may contain significant, important and substantial information, including but not limited to enhanced pricing, trading, and market data that may provide those with access to such information an advantage over those who do not have access; (3) you fully understand the disadvantage to which you may be subject on account of the disparity of access to Private Securities Data between yourself and Joint Users; (4) your use of the Service is at your sole risk; and (5) notwithstanding Joint Users’ access to Private Securities Data, which will not be provided to you unless you become a Data Platform consumer, you wish to enter into this Agreement and utilize the Service.
All communications between us with respect to these Terms may be made either by: (i) email delivered to your and our most recently updated email address, (ii) any private messaging feature that is implemented on the Site, (iii) personal delivery, or (iv) delivery via a nationally recognized bonded express courier service.
No joint venture, partnership, or agency relationship exists between you, Forge or any third-party provider as a result of the Terms or use of the Site or Services.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be construed consistent with applicable law and the remaining provisions shall be enforced to the fullest extent under law. The failure of Forge to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Forge is in writing.
Other than the Forge affiliates there are no third-party beneficiaries of these Terms. Your agreement with the Broker, if any, shall be on its own merits and not with respect to these Terms. You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. All of the rights and obligations of Forge under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Our rights under these Terms will survive any termination of these terms.
Headings are for convenience only and are not part of the agreement between the parties.
1.2. Customer’s right to access and use the Component is subject to Customer’s compliance with these Terms together with all other applicable sections of the Master License Agreement. By accessing and using the Component, Customer agrees to comply with these Terms. These Terms will be automatically incorporated into the Master License Agreement upon Customer’s acceptance hereof, and all other provisions of the Master License Agreement are hereby incorporated by reference. Any capitalized terms used herein but not defined herein will have the meaning provided in the Master License Agreement. Forge may update these Terms at its sole discretion, from time to time, and will provide notice of any substantive change to Customer’s rights under these Terms.
2. DESCRIPTION OF THE COMPONENT AND SERVICES.
2.1. The Component is a software-as-a-service (SaaS) component of the Platform that provides connectivity between Customer and Forge Securities LLC (“Forge Securities”), an affiliate of Forge Data and a broker-dealer registered with the U.S. Securities Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority (FINRA) engaged in the business of facilitating transactions in the securities of private companies. Specifically, the Component enables Customer to engage in the following “Broker Communications”: (a) submitting indications of interest for the purchase or sale of private securities (each, an “IOI”); (b) viewing, editing, or cancelling IOIs; (c) requesting a conversation with a Forge Securities private markets specialist; and (c) engaging in other methods of communication with private markets specialists in connection with transactions in private securities that Forge Data may make available from time to time.
2.2. Customer acknowledges and agrees that Forge Data has not and will not, at any time, act as a broker-dealer by licensing the Component, and that neither the Component nor any other and product or service offered by Forge Data is an offer to provide brokerage products or services. The Component is limited to enabling the electronic submission of IOIs, which will then be transmitted to Forge Securities for review and processing. Any such review, processing, and further action in respect to the IOIs will be performed by Forge Securities and will be subject to any terms of service or other applicable agreements and notices between Customer and Forge Securities as may be provided or entered into from time to time, including but not limited to the applicable terms of services and incorporated legal notices and disclaimers provided by Forge Securities (all together, the “Forge Securities Terms”).
2.3. Neither the provision of the Component nor anything contained herein will create an obligation on the part of Forge Securities to process, accept, or in any way act on the IOIs, and Forge Securities will have exclusive and full discretion to accept or reject the IOIs once they are transmitted to Forge Securities.
2.4. Customer acknowledges and agrees that Forge Securities’ may use or license anonymous IOI data as further described in the Forge Securities Terms.
2.5. NEITHER THE COMPONENT NOR ANY SERVICES PROVIDED BY FORGE DATA IN CONNECTION WITH THE COMPONENT, NOR ANY INFORMATION PROVIDED THROUGH THE COMPONENT, 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 SERVICES. INVESTING IN PRIVATE COMPANY SECURITIES IS NOT SUITABLE FOR ALL INVESTORS. AN INVESTMENT IN PRIVATE COMPANY SECURITIES IS HIGHLY SPECULATIVE, 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 CUSTOMER’S 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 CUSTOMER’S 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 CUSTOMER AND FORGE OR FORGE AFFILIATES.
3. ECONOMICS. Customer’s access and use of the Component may incur additional Fees, pursuant to Section 4.6 of the General Terms, and as invoiced by Forge. Customer shall pay all Fees according to the terms of the relevant invoice or Section 3 of the General Terms as applicable.
4. LICENSE. Subject to Customer’s compliance with these Terms, including payment of any Fees under Section 3 above, Forge hereby grants Customer a limited, revocable, non-exclusive, non-transferable, and non-assignable license in the Territory to access and use the Component solely for the purpose of submitting Broker Communications. The foregoing license may only be sublicensed under Section 4.9 of the General Terms. The license granted in Section 4.1 above is subject to all prohibitions set forth in Section 4.3(b) of the General Terms, mutatis mutandis, together with all other prohibitions or restrictions in the Master License Agreement.
5. INTELLECTUAL PROPERTY. The Component and all content, technology, software, programming, information or any other material available on or through the Component, regardless of the technology, medium, format, or method of transmission or reproduction except for Broker Communications, is Forge IP. Broker Communications are Customer Data.
6. CONFIDENTIALITY. If Forge has granted Customer a license to the Component prior to making the Component generally available to the public, the Component, Customer’s use of the Component, all Forge IP associated with the Component (including all feedback subject to Section 6.3 of the General Terms), and all communications or other information from Forge Data or an affiliate of Forge Data about the Component is Confidential Information subject to Section 7 of the General Terms.
7. DISCLAIMERS. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE GENERAL TERMS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPONENT AND ANY INFORMATION, 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.
If you have any questions regarding these Terms, please contact us at [email protected] or at Forge Global, Inc., 415 Mission Street, Suite 5510, San Francisco, CA 94105, USA.