ForgeXRM

    Terms of Service

October 1, 2024

End User License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY.

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS BETWEEN FORGEXRM, LLC (FORGEXRM) AND THE PERSON AND/OR LEGAL ENTITY WHO SUBSCRIBES TO THE FORGEXRM SOLUTION(S) PROVIDED WHICH ACCOMPANIES THIS AGREEMENT (THE “USER”). THIS AGREEMENT GIVES THE USER THE RIGHT TO ACCESS AND USE FORGEXRM SOLUTION(S) THAT ARE SUBSCRIBED TO FROM FORGEXRM. FORGEXRM WILL CHARGE FOR EVERY USER WHO HAS ACCESS TO THE SOLUTIONS. FORGEXRM IS WILLING TO GRANT A USER THE RIGHT TO ACCESS AND USE THE FORGEXRM SOLUTION(S) ONLY IF THE USER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT AND PAYS OR HAS PAID FORGEXRM THE FULL SUBSCRIPTION PRICE FOR USE OF THE LICENSE TO WHICH THE USER HAS SUBSCRIBED. THE PRICE FOR THE SOLUTION(S) IS PER USER AND MUST BE LICENSED FOR ALL INDIVIDUALS WHO HAVE ACCESS TO THE SOLUTIONS.

THE USER ACKNOWLEDGES THAT THE USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF THE USER DOES NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, THE USER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE PRODUCTS BECAUSE NO LICENSE SHALL HAVE BEEN GRANTED THERETO.

  1. LICENSE. In consideration of the payment of the subscription price for the right to use ForgeXRM solution(s)s and the User’s adherence to all provisions of this Agreement, ForgeXRM grants the User a personal, non-exclusive, non-transferable license to access and use ForgeXRM solution(s).
  2. RESTRICTIONS. User may not copy or transfer the solution to others, in whole or in part, except as expressly provided in this Agreement. ForgeXRM solution(s) may not be copied or replicated in any way for any purpose. The solution contains trade secrets of ForgeXRM and the User may not reverse engineer, disassemble, decompile, or translate the solutions or otherwise attempt to derive its source code or the source code through which the solution is accessed or authorize any third party to do any of the foregoing. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties, or obligations hereunder shall terminate this Agreement and be void. The User may not rent, lease, loan, resell, or distribute the solution or any part thereof in any way, including, but not limited to, making the solution available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User’s Username and Password.
  3. TERM. This Agreement and license granted herein is an annual subscription term beginning the month payment is received and ForgeXRM solution(s) are installed. Renewal of term will be automatic until user communicates in writing the desire to terminate the annual subscription. If credit card transaction fails or payment is not received, ForgeXRM solution(s) and product support will expire. This Agreement and license granted herein will terminate on the last day of the month subscribed in which payment has been received in full.

SUBSCRIPTION LICENSE OPTION. User may subscribe to ForgeXRM solution(s) with an annual subscription, billed monthly at the beginning of each month or annually on the first month of the initial term, and paid electronically only. ForgeXRM will process User credit card or ACH for each solution subscribed. The subscription license option includes new product releases, updates and maintenance at no additional cost throughout the active subscription term.

PERPETUAL LICENSE OPTION. Users may subscribe to ForgeXRM solution(s) with a perpetual license, billed one-time and paid upfront on the first month of the initial term. ForgeXRM will process User credit card, ACH or check for each perpetual license. The perpetual license includes new product releases, updates and maintenance at no additional cost during the initial annual term. Thereafter, a 20% maintenance fee will be assessed and required to continue receiving new product releases, updates and maintenance.

  1. TERMINATION. This Agreement will terminate immediately if the User breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between ForgeXRM, the User’s right to access and use the solutions may also terminate or expire without prior notice to the User. A User may terminate this Agreement at any time by notifying ForgeXRM electronically prior to the 1st month of the agreement renewal term. Upon receipt of notice of termination from the User, the license and the User’s access to the solutions(s) shall expire on the last day of the month of the annual term. User must immediately remove the solutions from all environments and shall be obligated for payment for any remaining months of the annual term.
  2. OWNERSHIP. ForgeXRM solution(s) are the property of ForgeXRM, and are subject to applicable patent, copyright, trade secrets, trademarks, and other proprietary rights. The solutions are only licensed to the User for use only under the terms of this Agreement, and ForgeXRM reserves all rights not expressly granted to the User.
  3. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FORGEXRM SOLUTION(S) ARE PROVIDED “AS IS” AND FORGEXRM MAKES NO REPRESENTATIONS OR WARRANTIES. FORGEXRM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE SOLUTION(S) AND ANY OTHER MATERIAL PROVIDED TO THE USER BY FORGEXRM, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FORGEXRM DOES NOT WARRANT THAT THE SOLUTION(S) ARE ERROR-FREE, THAT THEIR OPERATION WILL BE UNINTERRUPTED, OR THAT SOLUTION(S) WILL MEET ANY PARTICULAR USER REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FORGEXRM MAKES NO WARRANTY AND PROVIDES NO ASSURANCE THAT THE SOLUTION(S) WILL MEET THE CERTIFICATION REQUIREMENTS OF ANY REGULATORY AUTHORITY OR OTHER ASSOCIATION LICENSING AGENCY WITHIN OR OUTSIDE OF THE UNITED STATES.
  4. GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement shall, for all purposes, be governed by and interpreted in accordance with the laws of the State of Massachusetts. Any legal suit, action, or proceeding arising out of, or relating to this Agreement, shall be commenced in a federal or state court in the Commonwealth of Massachusetts, and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains the right to remove such suit, action or proceeding to federal court to the extent permissible.
  5. LIMITATION OF LIABILITY. THE LICENSOR SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE LICENSEE OR ANY THIRD PARTIES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF THE LICENSOR IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. UNDER NO CIRCUMSTANCES WILL THE LICENSOR’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USER’S USE OF THE SOFTWARE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY THE LICENSEE TO THE LICENSOR UNDER THIS AGREEMENT FOR THE SOFTWARE LICENSED HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. THE LICENSOR SHALL NOT BE LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE RESULTING FROM ACTS BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, WAR, OR ACT OF TERRORISM.
  6. WAIVER. No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms.
  7. SEVERABILITY. If any part of this Agreement is for any reason found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected, and the same shall remain in effect.
  8. PROMOTION. User agrees that their company Logo and Name may be displayed on our website for promotional purposes only after providing written consent to ForgeXRM.