ForgeXRM

    Terms of Service

End User License Agreement (EULA)

Effective Date: October 1, 2024

 

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.

BY USING THE FORGEXRM SOLUTION(S) THE USER ACKNOWLEDGES AND AGREES TO THE TERMS OF THIS AGREEMENT.

 

  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 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 the license granted herein commence on the date payment is received and the ForgeXRM solution(s) are installed. The subscription term is annual and will automatically renew unless the User provides written notice to ForgeXRM via email to [email protected] of termination 30 days prior to the current annual subscription end date. If a credit card transaction fails or payment is not received, access to ForgeXRM solution(s) and product support will expire. This Agreement and the associated license will terminate on the last day of the most recent paid subscription period.
  4. FORGEXRM ADD-ON SOLUTION(S). ForgeXRM Add-On solution(s) provided separately from Microsoft licensing will be provisioned and distributed as standalone ForgeXRM licensed software solution(s).
    • SUBSCRIPTION LICENSE OPTION. User may subscribe to ForgeXRM Add-On solution(s) with an annual subscription, billed monthly, with payments due on the 1st of each month or annually on the first month of the initial term, and paid electronically.  ForgeXRM will process User credit card or ACH for each solution subscribed. No refunds will be issued for partial months or unused subscription periods. If payment is not received within 10 days of the due date, ForgeXRM reserves the right to suspend access until full payment is received. The subscription license option includes new product releases, updates and maintenance at no additional cost throughout the active subscription term.
    • PERPETUAL LICENSE OPTION. User 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 perpetual licenses. Perpetual licenses include new product releases, updates and maintenance during the initial annual term. Thereafter, a 20% maintenance fee will be assessed and required to continue receiving new product releases, updates and product support. 
  5. FORGEXRM INDUSTRY SOLUTION(S). ForgeXRM Industry solution(s) provided with required Microsoft licensing will be provisioned and distributed as a Unified Solution, consisting of (i) embedded ForgeXRM licensed software solution(s) and (ii) required Microsoft application and license component(s). The terms governing the use and support of Microsoft application and license component(s) are defined in the Microsoft Online Subscription Agreement (MOSA). 
    • SUBSCRIPTION LICENSE. User subscribes to ForgeXRM Industry solution(s) with an annual subscription, with options for monthly billing or annual billing. Pricing is based on the billing option selected by the User.
      • Monthly billing occurs each month, with payments due on the 1st of each month. Monthly billing includes a surcharge and allows User to reduce user license counts throughout the annual term, which will be reflected at the start of the next monthly billing period. No refunds will be issued for partial months or unused subscription periods. If payment is not received within 10 days of the due date, ForgeXRM reserves the right to suspend access until full payment is received. If the annual subscription is cancelled prior to the current annual subscription end date, the User will be charged for each month remaining on the annual subscription term. 
      • Annual billing occurs at the start of the annual term, with payment due upfront for the full annual subscription term. If the annual subscription is cancelled prior to the current annual subscription end date, the subscription will not be auto-renewed, therefore cancelling the subscription prior to the start of the following annual subscription term.
  6. 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 by providing written notice to ForgeXRM via email to [email protected] of termination 30 days prior to the current annual subscription end date. Upon receipt of termination notice 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 subscription term. User must immediately remove the solution(s) from all environments and shall be obligated for payment for any remaining months of the annual subscription term.
  7. 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. 
  8. 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.
  9. 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.
  10. DATA PROTECTION AND PRIVACY. ForgeXRM may collect and process data as necessary to provide the solution(s). By using the solution(s), the User acknowledges and agrees to ForgeXRM’s Privacy Policy, which governs the collection, use, and protection of data. The User is responsible for ensuring compliance with applicable data protection laws.
  11. 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.
  12. 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.
  13. 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.
  14. PROMOTION. User agrees that their company Logo and Name may be displayed on ForgeXRM’s website only with written consent.

 

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Version 4.2.0.1