Forge Pro Terms of Use

These Forge Pro terms of use (these “Terms” or these “Forge Pro Terms”) are a supplement to the Master Customer Engagement Agreement (‘Master CEA”) between you and Forge Securities LLC (“Forge Securities”). These Terms govern your access and use of the Forge Pro online software platform (“Forge Pro”) made available to you by Forge Securities. By accessing and using Forge Pro, you agree to comply with these Terms, which will automatically be incorporated into your Master CEA. Capitalized terms used but not defined in these Terms will have the meanings provided in the Master CEA. If there is a conflict between these Terms and the Master CEA, these Terms will control but only with respect to the parties’ rights and obligations under these Terms.

Forge Pro is an online Platform-as-a-Service (PaaS) that provides Authorized Users (defined below) with access to Forge Information (defined below), Software (defined below), and such other functions as may be made available on Forge Pro from time to time. Forge Pro includes the URL that Forge Securities provides to you for accessing Forge Pro as well as any other webpage, mobile application, digital device, or other method or technology now known or hereafter created that Forge Securities or its Affiliates uses, or may use, to provide Authorized Users with access to Forge Pro. “Forge Information” means all information made available to you via Forge Pro, including all communications subject to these Terms. The “Software” means any software that Forge Securities makes available to Authorized Users via Forge Pro without requiring acceptance of additional terms and conditions.

Your access and use of Forge Pro is subject to timely payment of all fees Forge Securities may charge in connection with Forge Pro (the “Fees”). Fees will include but will not necessarily be limited to subscription license fees. All Fees will be invoiced to you, and you shall pay each invoice according to the payment terms set forth therein and in any applicable order form. You will have no obligation to pay Fees if you were not provided written notice of such Fees via email or Forge Pro. Forge may suspend, disconnect, or otherwise limit or block your access to Forge Pro if you fail to timely pay your Fees. Before granting you access to Forge Pro, Forge shall provide you with a written notice of the Fees and any applicable discounts, credit programs, or other Fee arrangements. This written notice may be in the form of an order form and/or initial invoice. By accessing or using Forge Pro, you agree to the Fees set forth in that notice.

1. Subscription License; Trial License. Forge Securities licenses Forge Pro on a subscription PaaS basis. PaaS licenses permit you to remotely access the Software. If Forge has granted Customer access to Forge Pro on a trial basis, the licenses granted under this Section 4 are subject to the limitations set forth in Section 5 below.
2. License Grant. Subject to your timely payment of Fees and compliance with these Terms, Forge Securities hereby grants you a limited, non-exclusive, revocable, non-transferrable, non-sublicenseable, and non-assignable, license to access and use Forge Pro for the sole purpose of accessing and using the Software and accessing and using the Forge Information available therein, and to use all documentation that Forge Securities makes available to you, if any, for the use of the Software.
3. Prohibitions. Without prior written consent of Forge Securities in each instance, you shall not: (a) access or use Forge Pro or Forge Information for any purpose prohibited by applicable law; (b) create Forge Pro user accounts under false or assumed identities, impersonate a person other than yourself, or create multiple or “sock puppet” accounts; (c) use Forge Pro or Forge Information in any manner that may misrepresent you or any other person or entity; (d) access or attempt to access any portion of Forge Pro or Forge Information in any manner that you are not authorized to access; (e) permit any person or entity other than yourself and your authorized users to access or use Forge Pro or Forge Information; (f) create new Forge Pro accounts after Forge Securities has blocked, suspended, disabled, or terminated your access to Forge Pro; (g) modify, translate, reverse engineer, decompile, or disassemble Forge Pro or Forge Information or any of its contents; (g) attempt to obtain the source code of any component of Forge Pro, Forge Information, or the Software; (h) tamper with Forge Pro, Forge Information, or the Software in any way; (i) create derivative works from Forge Pro, the Software, or Forge Information except as permitted by Section 6.3 below; (j) publish, sell, or distribute Forge Pro, the Software, or Forge Information, or provide third parties with access to Forge Pro, the Software, or Forge Information or any content or other information obtained from Forge Pro or Forge Information, including your customers or potential customers; (k) make any connections between Forge Pro and any third party servers, networks, or computer systems other than your ordinary systems or those you use for internet access (e.g. your internet service provider or cloud storage provider); (l) use any automated software (e.g. a “bot”) to access Forge Pro, the Software, or Forge Information; (m) scrape, spider, compile, or otherwise collect or duplicate Forge Pro, the Software, or Forge Information, by manual or automatic means; and (n) use Forge Pro, the Software, or Forge Information except as expressly permitted by these Terms. To the extent any restriction in this section is prohibited by applicable law, you shall not engage in any activity contemplated by this section absent Forge’s prior written consent (email not sufficient).
4. Affiliate Rights; Authorized Users. The license granted under these Terms is granted only to the Customer under the Master CEA and does not extend to any of its affiliates. You and Forge Securities will identify the number of users permitted to access and use Forge Pro under the license granted in this Section 4 (each an “Authorized User”). Forge Securities may, at its sole discretion, establish criteria for authorizing user access to Forge Pro, and Forge Securities may modify those authorization criteria at any time with or without notice to Customer. 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 subject to Forge Securities’ reasonable discretion. Increasing the number of Authorized Users may result in an increase in Fees. Expansion of the license to affiliates or other business units may incur additional Fees.
5. Support & Maintenance. Forge Securities shall regularly maintain Forge Pro and Software. Forge Securities shall provide customer support via the contact information provided to you for that purpose. Forge Securities may update its support and maintenance terms via Forge Pro at any time with or without notice to customers.
6. Use of Forge Information in Customer Materials. If you wish to incorporate any Forge Information into Customer materials for distribution to third parties, you must obtain Forge Securities’ prior written consent to that use. Forge Securities may limit use of Forge Information under this Section at its sole discretion.
7. Suspension of Access. Forge Securities may, at its sole discretion, suspend your access to Forge Pro, Software, or Forge Information, at any time if Forge Securities determines or reasonably believes that your or any Authorized User’s access or use of Forge Pro, or any component of Forge Pro, Software, or Forge Information, violates any provision of these 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 Securities’ sole discretion and Forge Securities will have no liability to you or any affiliate for any loss or damage resulting from that suspension. Suspension of your access will not be deemed a termination of these Terms.

1. Trial Use. You may use the Free-Trial Services solely in connection with Customer’s internal evaluation of Forge Pro and for no other use or purpose (including, without limitation, any commercial use or purpose). Only 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 Securities 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 Securities 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 Securities’ sole and absolute discretion. Customer may cancel its access to the Free-Trial Services at any time by contacting Forge Securities.
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 3 (Economics), Section 4.5 (Support & Maintenance), Section 7 (Term; Termination), Section 8 (Representations & Warranties), Section 9 (Limitation of Liability), and Section 10 (Indemnification) do not apply to the Free-Trial Services.
5. Access and use of Forge Pro after expiration of the Free-Trial Services will be subject to any fees as may be agreed on between Customer and Forge Securities as part of the Services provided under the Master CEA.

1. Forge IP
   1. “Forge IP” means all intellectual property rights throughout the world, whether registered or by operation of law, in or to the Forge Works (defined below). The “Forge Works” means Forge Pro, Forge Information, Forge Analytics (defined below), or Forge Marks (defined below), that Forge makes available to you in connection with these Terms or that Forge Securities may make available to you in the future.
   2. “Forge Analytics” means all information that Forge collects from your use of Forge Pro and Forge Information, including but not limited to usage statistics, indications of interest, terms of transactions or potential transactions brokered by Forge Securities, or other information derived from your use of Forge Pro or Forge Information, including but not limited to information for which Forge Securities has reserved rights to in Section 7.4 of the Master CEA . Forge Analytics does not include Personal Data as defined by the Forge Privacy Policy.
   3. “Forge Marks” means the trademarks Forge, Forge Global, Forge Markets, Forge Intelligence, Forge Pro, and any other Product or Service name or logo. “Forge” is a registered trademark of Forge Global, Inc.
   4. As between you and Forge Securities, Forge Securities or its Affiliates are exclusive owners of Forge IP, provided that, to the extent any third-party intellectual property is incorporated into a Forge Work, the owner 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.
   5. Except for the licenses granted in these Terms, you receive no rights or interest in or to any Forge IP.
2. Feedback. Incorporation of any feedback you provide on Forge IP will be at sole discretion of Forge Securities or its Affiliates. If Forge Securities or an Affiliate develops, creates, or adopts any material, in any medium, based on your feedback, that material will be deemed Forge IP, and Forge Securities will be the sole owner of that material. You acknowledge and agree that you have no intellectual property rights in or to any feedback on Forge IP. If you possess any intellectual property rights in your feedback under applicable law, you hereby assign to Forge Securities, as applicable, all right, title, and interest in and to that feedback; if you are prevented from assigning all right, title, and interest in and to that feedback, you hereby grant Forge Securities 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. You hereby waive any and all moral rights to any intellectual property contained in any feedback you provide to Forge Securities.
3. Customer Derived Data. You may create information derived from Forge Information solely for your internal analytical purposes. Except as permitted by these Terms, any information or other material or content derived from or incorporating Forge Information, including any derivative works of information derived from Forge Information, that is distributed or otherwise made available to any non-affiliated third party will be a material breach of these Terms and will become Forge IP.
4. You acknowledge and agree that, except where expressly stated otherwise, the Forge Works and Forge Securities’ rights and interest in and to the intellectual property in the Forge Works are not limited in any manner by the technology, medium, format, or mode of expression, recording, or transmission, whether now known or hereafter invented and that, except where expressly stated otherwise, all restrictions on your rights concerning Forge IP will apply to any technology, medium, format, or mode of expression, recording, or transmission, whether now known or hereafter invented.

1. Term. These Terms will become effective when you are granted access to Forge Pro, and will continue until terminated by the parties as permitted below. The parties may, via an invoice or other written agreement, identify effective dates for these Terms, date-specific license terms, renewal rights, or such other limitations on the effective length and continuation of these Terms.
2. Termination for Breach. Either party may terminate these Terms if the other party materially breaches a term herein or of the Master CEA and fails to cure that breach within 30 days after receiving notice thereof, provided that Forge Securities may terminate this Agreement immediately in event of 1) a suspected material breach of Sections 4 (Licenses), 6 (Intellectual Property); 2) breach of any of the provisions of the Master CEA; or 3) should any of the services being provided to Customer under these Terns or the Master CEA become illegal as a result of any rule or regulation. Forge Securities may terminate these Terms if Customer files a petition for bankruptcy or insolvency or for reorganization or for appointment of a receiver or trustee of you or your assets, or if you cannot pay your debts, or if you cease conducting business, or if you are served with an involuntary petition against you, filed in any insolvency or bankruptcy proceeding, and that petition is not dismissed within 60 days, or if you are a party to any dissolution or liquidation, or if you make a general assignment for the benefit of your creditors, or if you are subject to any final order regarding insolvency or bankruptcy.
3. Effect of Termination. Neither expiration nor termination of these Terms will release you from any obligation or liability arising before that expiration or termination or any other agreement you may have with Forge Securities or any of its affiliates. If Forge Securities terminates these Terms for breach, Forge Securities will have no obligation to refund any pre-paid fees. Immediately upon expiration or termination of these Terms: all licenses granted to you under hereunder or thereunder will cease and Forge Securities will block access to Forge Pro or Forge Information; and you shall promptly destroy all copies of Forge Information in your possession, and upon Forge Securities’ written request, you shall provide certification of that destruction of all Forge Information.

The representations and warranties set forth below are in addition to the representations and warranties made by the parties in the Master CEA, each of which is hereby incorporated by reference.

1. Anti-Virus. Forge Securities represents and warrants that: (i) Forge Pro is, as of the date Customer first accesses Forge Pro, free from any malicious software or programming devices (e.g. worms, viruses, Trojan Horses, etc.) that may be used to gain unauthorized access to your computer systems; and (ii) Forge Securities shall use industry-standard anti-virus software to detect and prevent introduction of any malicious software or programming devices in Forge Pro.
2. Third Party Intellectual Property. Forge Securities represents and warrants that, to the extent applicable, it has obtained all third-party consents necessary for you to access and use Forge Pro and that you will not need to obtain any additional consents, whether licenses or other permissions, in connection with such use.
3. Customer Information. You represent and warrant that you have obtained all consents necessary to collect and transmit information to Forge Securities in connection with these Terms, including any consents required for the collection and transmission of personal information under applicable law.

1. General Cap on Damages. The total liability of Forge Securities to you under these Terms will not exceed the total fees paid by you to Forge Securities for the use of Forge Pro in the preceding 12-month period, provided that there will be no cap on damages for liability arising from the recklessness or willful misconduct of Forge Securities.
2. No Special Damages. IN NO EVENT WILL EITHER PARTY OR ANY AFFILIATE OF SUCH PARTY BE LIABLE 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 DAMAGES.
3. If a Customer affiliate is subject to these Terms, and that affiliate breaches these Terms, Forge Securities may recover any liability arising from that breach from either that affiliate or Customer, and Forge Securities may bring a separate action against the other party.

1. Forge Securities. Forge Securities shall indemnify, defend, and hold harmless you, your 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 your use of a Forge Work infringes on third party intellectual property rights. If a Forge Work is subject to third party claim of infringement, Forge Securities may, at its expense: (a) modify the applicable component to render it non-infringing; or, if (a) is not feasible, then (b) replace the component with a suitable, functionally equivalent, non-infringing alternative; or if neither (a) nor (b) is feasible, then (c) terminate the applicable license and provide you with a refund of any pre-paid fees associated with the applicable component, prorated as necessary. Forge Securities’ obligations under this section do not extend to any modifications of a Forge Work by you or to any claims arising from or relating to your use of a Forge Work in contravention of these Terms. THE PROVISIONS OF THIS SECTION 11.1 STATE FORGE SECURITIESS’ SOLE AND EXCLUSIVE LIABILITY TO CUSTOMER, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT CONCERNING FORGE WORKS.
2. Customer. You shall indemnify, defend, and hold harmless Forge Securities, 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) you used a Forge Work in violation of these Terms or applicable law or regulation; (b) Forge Securities’ use of information provided by Forge Securities you as contemplated in these Terms or as directed by you violates applicable law or regulation; or (c) that your collection and transmittal of personal information to Forge Securities was in violation of applicable law or regulation.
3. Procedure. The indemnified party shall: notify the indemnifying party promptly of any claim covered by this section; give the indemnifying party sole control of the defense and settlement thereof; and 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 11 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.
4. The indemnity obligations under this Section 11 extend only to Forge Securities and to your use of Forge Works pursuant to these Terms and are in addition to any indemnification provisions as agreed between Customer and Forge Securities under the Master CEA.

The following provisions are supplemental to the provisions set forth in Section 7 of the Master CEA, each of which is hereby incorporated by reference. If there is a conflict between this Section 12 and Section 7 of the Master CEA, the provisions of this Section 12 will control but only with respect to the parties’ rights and obligations under these Terms.

1. Assignment. You may not assign these Terms, or any right or obligation hereunder, without Forge Securities’ prior written consent, except that consent will not be required to assign these Terms to an entity acquiring all or substantially all of your assets or as the result of a corporate reorganization.
2. Compliance with Law; Export Restrictions. Each party shall comply with applicable law and regulation in performing under these Terms. you shall not use any Forge Securities product or service to violate or circumvent applicable law or regulation. 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 you are subject, including without limitation, obtaining any necessary export or re-export consent from the U.S. Department of Commerce or other government authority.
3. Audit Rights. Forge Securities reserves the right to audit your compliance with these Terms, including but not limited to compliance with Sections 4, 6, and any financial obligations. Forge Securities may exercise this audit right remotely, using software or other technical methods to verify compliance. If Forge Securities elects to conduct an audit of your books and records, such audit may not be conducted more than once in a 12-month period, during regular business hours at your principal place of business and upon reasonable prior written notice.
4. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto. Except as expressly set forth herein, or in the Master CEA, nothing in these Terms will confer any rights or benefits on or to any third-party.
5. Survival. The following sections will survive expiration or termination of these Terms or the Master CEA: 3 (Economics); 6 (Intellectual Property); 7.4 (Effect of Termination); 8 (Representations and Warranties); 9 (Disclaimers); 10 (Limitation of Liability); 11 (Indemnification); 12 (Miscellaneous Provisions); and any other provision which creates a right or obligation extending beyond the expiration or termination of these Terms or the Master CEA.