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Reforge Service Agreement

Last updated: May 14, 2025

REFORGE, INC., AND ITS AFFILIATES (“REFORGE”) PROVIDES THE REFORGE SERVICE (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS REFORGE SERVICE AGREEMENT AND THE PRODUCT SPECIFIC LICENSING TERMS (THIS “AGREEMENT” OR THE “TERMS”) AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT”, BY EXECUTING OR SUBMITTING ANY ORDER FORM (AS DEFINED BELOW), OR BY ACCESSING OR USING THE REFORGE SERVICE IN ANY MANNER, CUSTOMER (AS DEFINED BELOW): (A) ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE REFORGE PRIVACY POLICY, AVAILABLE AT https://www.reforge.com/privacy-policy; (B) AFFIRMS THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY'S OR OTHER ORGANIZATION'S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.

1. SERVICE

1.1. Service Usage Rights. Subject to the terms and conditions of this Agreement, including payment by Customer of the Fees, Reforge hereby grants to Customer, during the Term of the applicable Order Form, a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license for its Authorized Users to access and use the Service, solely for Customer's internal business purposes up to the permitted metrics listed in the Order Form. Any license overages will be charged in accordance with Section 3.3. Reforge shall make available the Service over the Internet as SaaS. Access credentials for the Service may not be shared with third parties. Customer shall be responsible for all use of the Service by Authorized Users. Customer hereby grants Reforge a nonexclusive, worldwide, transferable, sublicensable, irrevocable, royalty-free, fully paid-up license to extract, process, display, copy, store, transmit, modify, and otherwise access and use the Customer Data solely for purposes of providing the Service and making the Service available to Customer and its Authorized Users, and for such other purposes as may be set forth herein during the Term.

1.2. Service Restrictions. Customer agrees to access and use the Service solely for Customer's internal business purposes, in accordance with the Documentation, and in accordance with all applicable laws. Customer shall not (and shall ensure that Customer's Authorized Users do not): (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or use any part of the Service for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease the Service; (iv) remove any copyright or proprietary notices contained in the Service or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (vi) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Service content, or reproduce or circumvent the navigational structure or presentation of the Service, without Reforge's express prior written consent; (vii) access or use (or permit a third party to access or use) the Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (viii) attempt to gain unauthorized access to the Service or any related systems, software or networks; (ix) access the Service in order to build a competitive product, or copy any features, functions or graphics of the Service; (x) use the Service to transmit viruses or malicious code; or (xi) make any use of, or take any other action with respect to, the Service or any component thereof in a manner that violates applicable law or any provision of the Agreement. Reforge may suspend or terminate Customer's or any Authorized User's access to the Service, or any component thereof, if Reforge reasonably determines that Customer or any Authorized User has violated any term or condition of the Agreement. Customer shall be liable to Reforge for any violation of the terms and conditions of the Agreement by Customer or by any Authorized User.

1.3. Service Support. Reforge shall provide Customer with Support in respect for the Service.

1.4. Technical Requirements. Access to and use of the Service by Customer and any Authorized Users is dependent upon access to telecommunications and Internet service. Customer acknowledges that Customer, and not Reforge, is responsible for acquiring and maintaining any telecommunications or Internet service or other hardware or software that Customer or its Authorized Users may need to access and use the Service, and for all costs, fees, expenses, and taxes of any kind related to the foregoing.

1.5. Platform Provider. Customer acknowledges that the Service is controlled or operated (or both) from the United States. The Service may not be appropriate or available for use in some non-U.S. jurisdictions. Reforge may limit the Service's availability at any time, in whole or in part, to any person, geographic area or jurisdiction that it chooses. In order to provide the Service, Reforge may outsource its platform infrastructure and obtain hosting service from platform service providers (each, a “Platform Provider”). Reforge may change, discontinue, or replace Platform Providers, provided there is no material change to, discontinuation or termination of the Service or applicable data protection standards. Reforge will use commercially reasonable efforts to announce any transition to a different Platform Provider at least one month in advance.

1.6. Aggregated Statistics Use Rights. Notwithstanding anything else to the contrary, Customer acknowledges and agrees that Reforge may, in accordance with applicable data privacy laws, monitor Customer's and its Authorized Users' use of the Service and may track and compile data and information related to such use, as long as such data is aggregated and anonymized to the extent possible, including, without limitation, statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between Reforge and Customer, the Aggregated Statistics, and all Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of Reforge. Reforge may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Service, to develop, improve, or offer other Service(s), or to otherwise operate Reforge's business, provided that such Aggregated Statistics does not identify Customer or its Authorized Users. In no event shall Reforge sell the Aggregated Statistics.

2. OWNERSHIP

2.1. Ownership of Intellectual Property. Reforge retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Reforge Properties. Customer retains all rights, title, and interest in and to the Customer Data. For the avoidance of doubt, as between Reforge and Customer, Customer will retain all right, title, and interest in all Customer Data and to all analyses created by Customer or Customer's authorized personnel using the Service. Customer may not remove, alter, or obscure any proprietary rights notices contained in or affixed to the Reforge Properties.

2.2. No Rights by Implication. Except for the rights expressly granted in this Agreement, no license or right is granted to either party by the other party by implication or otherwise.

2.3. Feedback. To the extent Customer or any Authorized User provides Reforge with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Service or other Reforge Properties (“Feedback”), Customer hereby assigns and agrees to assign to Reforge all right, title and interest in and to such Feedback, including any Intellectual Property Rights therein, and acknowledges and agrees that Reforge is free to use such Feedback in any manner, including by implementing such Feedback in the Service, without compensation or other obligation to Customer or any Authorized User, and without any attribution to Customer or any Authorized User.

3. FEES AND TRIALS

3.1. Payment Terms. Except as otherwise set forth in an Order Form, Fees will be due and payable thirty (30) days after Customer's receipt of an undisputed invoice. Customer shall provide Reforge with accurate billing and contact information and notify Reforge of any changes to such information. All Fees are non-refundable and non-cancellable except as otherwise set forth herein.

3.2. Renewal Term Fees. Reforge reserves the right to modify the Fees payable by Customer for any Order Form renewal upon at least thirty (30) days' written notice to Customer prior to expiration of the applicable Order Form's then-current Term.

3.3. Subscriptions and True up. Except as otherwise provided in the applicable Order Form: (i) licenses are purchased for the Term stated therein; (ii) additional license quantities may be added during a Term at the same pricing as the underlying subscription and shall be co-terminated and prorated for the remainder of the applicable Term.

3.4. Interest. If any Fees payable under this Agreement are not paid when due then, without prejudice to Reforge's other rights under this Agreement, that sum will bear interest from the due date until the date when payment is received by Reforge, both before and after any judgment, at the rate of one and a half percent (1.5%) per month, or if lower the maximum rate allowed by applicable law. In the event Customer in good faith disputes any Fees due under any invoice issued by Reforge, Customer shall pay the undisputed amount, and the parties shall use diligent efforts to resolve any such dispute. Reforge will also be entitled to recover from Customer the costs and expenses incurred in connection with collecting any undisputed Fees (including without limitation costs of investigation, collection agency, court, and attorneys' fees).

3.5. Resellers and Payment Processors. Customer may elect to purchase certain Service(s) through a reseller authorized by Reforge to resell the Service (“Reseller”) or elect to pay for the Service through a third party that processes Customer's payments (each a “Payment Processor”). Customer's obligation for payment to, and relationship with, such Reseller or Payment Processor is between Customer and such Reseller or Payment Processor and is governed by the Customer's agreement with such Reseller or Payment Processor. If Customer elects to use a Reseller or Payment Processor in connection with the Service, Customer acknowledges and agrees that information about Customer, this Agreement and any Order Forms may be disclosed to such Reseller or Payment Processor.

3.6. Taxes. All payments, Fees, and any other charges payable by Customer to Reforge under this Agreement are exclusive of all local, state, federal and foreign taxes, levies, and duties of any nature, including sales, goods and services, value added, property, excise, withholding and use taxes (collectively, “Taxes”). Customer shall bear, and is responsible for paying, all Taxes imposed on Customer or Reforge arising out of this Agreement, excluding any tax based on Reforge's net income.

3.7. Free Trials. Customer's subscription to the Service may be preceded by a trial (“Trial”). If Customer receives a Trial, Customer may only use those portions of the Service included in the Trial and only for the duration of that Trial, in each case as communicated by Reforge to Customer in writing, and only for the purpose of evaluating the desirability of purchasing a subscription to the Service. Upon the expiration of any Trial, Customer's access to the Service will cease, except to the extent Customer has purchased and/or registered for a subscription license under an Order Form in accordance with the terms hereof.

4. WARRANTY AND LIABILITY

4.1. Limited Warranty. Reforge warrants to Customer that the Service will conform in all material respects to the Documentation in effect during the Term. Notwithstanding any provision of this Agreement to the contrary, Reforge shall not have any obligation under this section to the extent a nonconformity of the Service is the result of (a) the Service having been modified, repaired, or reworked by any party other than Reforge or a third party on behalf of Reforge, (b) any use of the Service in conjunction with Customer System(s) not recommended in the Documentation, or (c) any use of or access to the Service not in conformance with the Documentation. The limited warranty set forth in this section does not apply, and is fully excluded, in cases of Trial use of the Service.

4.2. Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

4.3. Remedy. If the Service does not conform to the warranty as provided in Section 4.1, Reforge will, as its sole and exclusive obligation and as Customer's sole and exclusive remedy for breach of this warranty, at Reforge's election (i) use commercially reasonable efforts to correct such nonconformity provided the non-conformance can be recreated by Reforge or (ii) replace the nonconforming Service or (iii) if Reforge is unable to accomplish either of the foregoing in a commercially reasonable amount of time, Reforge may terminate the Order Form for the affected Service and Customer shall be entitled to a pro-rata refund of the Fees paid corresponding to the period of discontinuation of the affected Service upon receipt of a letter from Customer certifying discontinuation of the Service. Customer shall notify Reforge in writing, specifically describing the non-conformity of the Service within the warranty period and Reforge shall verify the existence of such non-conformity before Reforge proceeds as set forth in this Section 4.3.

4.4. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN Section 4.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REFORGE PROPERTIES ARE PROVIDED BY REFORGE “AS IS” AND ON AN “AS-AVAILABLE” BASIS, AND NEITHER REFORGE NOR ITS THIRD-PARTY LICENSORS MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE WITH RESPECT TO THE REFORGE PROPERTIES, AND REFORGE DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS RELATING THERETO INCLUDING, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. REFORGE DOES NOT GUARANTEE THAT ANY OF THE REFORGE PROPERTIES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED OR MEET CUSTOMER'S REQUIREMENTS. AS BETWEEN CUSTOMER AND REFORGE, CUSTOMER ASSUMES ALL RISK IN CONNECTION WITH ITS USE OF, INTERPRETATION OF, AND RELIANCE ON THE REFORGE PROPERTIES AND ALL CONTENT, RESULTS, AND OUTPUTS GENERATED THEREBY, AND ALL DATA AND INFORMATION MADE AVAILABLE, ACCESSIBLE, OR EXPORTABLE VIA THE SERVICE. CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT PERFORMANCE OF THE SERVICE AND THE DEVELOPMENT, DELIVERY AND AVAILABILITY OF ANY OUTPUTS THEREOF IS DEPENDENT UPON AND SUBJECT TO THE AVAILABILITY OF CUSTOMER DATA. REFORGE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY CUSTOMER DATA, OR FOR ANY LOSS, DAMAGE, OR OTHER ISSUE CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF THE SAME, WHETHER CAUSED BY CUSTOMER OR ANY THIRD PARTY.

a. Customer Data. Customer is solely responsible for all Customer Data. Customer represents and warrants that it has all rights, permissions, and consents necessary to submit all Customer Data to the Service and to grant the rights granted to Reforge in this Agreement. Customer acknowledges that Reforge may process Customer Data in accordance with the Privacy Policy. Customer is responsible for maintaining the security and accuracy of Customer Data, including by maintaining the security of Customer account credentials. Customer is responsible for backing up Customer Data. Reforge is not responsible for any loss, corruption, or unauthorized access to, or disclosure of, Customer Data.b. Customer Systems. Customer is responsible for maintaining and updating any operating systems, applications, or other software for which Customer is responsible, or that Customer uses to access the Service. Customer is responsible for the security of Customer Systems used in connection with the Service. Customer is responsible for any and all activities that occur under Customer's account credentials. Customer is responsible for notifying Reforge immediately of any unauthorized use of Customer's account or any other breach of security. Reforge is not responsible for any loss or damage arising from Customer's failure to comply with the foregoing requirements.c. Third-Party Services. The Service may contain links to third-party websites or services that are not owned or controlled by Reforge. When Customer accesses third-party websites or uses third-party services, Customer accepts that there are risks in doing so, and that Reforge is not responsible for such risks. Reforge encourages Customer to be aware when Customer leaves the Service and to read the terms and conditions and privacy policy of each third-party website or service that Customer visits. Reforge has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that Customer interacts with through the Service. In addition, Reforge will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Service, Customer releases and holds Reforge harmless from any and all liability arising from Customer's use of any third-party website or service.

4.5. LIABILITY

(I) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY, FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES, ANY LOSS OF REVENUES OR PROFITS, LOSS OF DATA OR ANY COST OF COVER ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(II) EXCEPT FOR ANY UNDISPUTED FEES DUE FROM CUSTOMER, CUSTOMER'S BREACH OF ANY SERVICE USAGE RIGHTS AND RESTRICTIONS, PRODUCT SPECIFIC LICENSING TERMS OR REFORGE'S INTELLECTUAL PROPERTY RIGHTS, CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 5.2 (INDEMNITY), OR IN THE EVENT OF DAMAGE CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE OR OF DEATH, BODILY INJURY OR DAMAGE TO HEALTH, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, OR THE NUMBER OF CLAIMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER FOR THE PERFORMANCE THAT IS THE SUBJECT OF SUCH CLAIM WITHIN TWELVE (12) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES IN LIGHT OF THE TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREUNDER (“GENERAL LIABILITY CAP”).

5. INDEMNITY

5.1. Indemnity of Customer.

5.1.1. Subject to the limitations below, Reforge shall defend, or at Reforge's option, settle, any claim, demand, suit, or proceeding made or brought against Customer, its directors, employees, and agents by a third party alleging that the use of the Service received by Customer pursuant to an Order Form infringes such third party's Intellectual Property Rights enforceable in a jurisdiction that is signatory to the Berne Convention ( “Claim Against Customer”), and shall indemnify Customer from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of a Claim Against Customer, provided that Customer (i) promptly gives Reforge written notice of the Claim Against Customer, (ii) gives Reforge sole control of the defense and settlement of the Claim Against Customer, and (iii) gives Reforge all reasonable assistance. Customer may, at its expense, participate in any such action, suit, or claim with counsel of choice.

5.1.2. The above obligations do not apply to the extent (i) if Customer settles or make any admissions with respect to the applicable claim without Reforge's prior written consent; or (ii) a Claim Against Customer arises from: (a) Customer Data, (b) Customer's material breach of this Agreement which gave rise to the Claim Against Customer, (c) use of the Service in combination with any software, hardware, network, technology or system not provided by Reforge, (d) compliance with any Customer requirements or specifications outside the Documentation, or (e) any matter covered by Customer's indemnification obligations.

5.1.3. If any Claim Against Customer which Reforge is obligated to defend has occurred, or in Reforge's determination, is likely to occur, Reforge may in its discretion and at no cost to Customer (i) modify the Service so that it no longer infringes, without breaching the warranty set forth inSection 4.1, (ii) obtain a license for Customer's continued use of the Service in accordance with this Agreement, or if such remedies are not reasonably available, (iii) terminate this Agreement upon thirty (30) days' written notice and refund Customer the prepaid but unused Service subscription fee that corresponds to the period of license discontinuation upon certified destruction and discontinued access and use of the Service.

5.2. Indemnity of Reforge. Customer shall defend, or at Customer's option, settle, any claim, demand, suit, or proceeding made or brought against Reforge, its directors, employees, and agents by a third party arising out of (i) Customer's or any of its Authorized Users' violation of this Agreement or applicable law; (ii) any claim that the Customer Data infringes, misappropriates, or otherwise violates the Intellectual Property Rights or rights of privacy of any third party; (iii) any submission of Sensitive Content to Reforge by Customer or any of its Authorized Users; (iv) any access to or use of the Service by Customer or any of its Authorized Users in a manner that exceeds the scope of the License granted hereunder or that otherwise violates this Agreement; or (v) any Customer System (each a “Claim Against Reforge”), and shall indemnify Reforge from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) incurred by or awarded against Reforge as a result of, or for amounts paid by Reforge under a court-approved settlement of a Claim Against Reforge, provided that Reforge (a) promptly gives Customer written notice of the Claim Against Reforge, (b) gives Customer control of the defense and settlement of the Claim Against Reforge, and (c) gives Customer all reasonable assistance. Reforge may, at its expense, participate in any such action, suit, or claim with counsel of its choice.

5.3. Exclusive Remedy. This section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for relevant claims as described in this section.

6. CONFIDENTIAL INFORMATION AND CUSTOMER DATA

6.1. Confidential Information. Any information furnished to one party (“Recipient”) by the other party (“Discloser”) that (i) is marked at the time of disclosure as being “Confidential” or words of similar import or (ii) is identified orally as being confidential or proprietary, or (iii) is of such a nature or the circumstances of the disclosure are such that a reasonable person would understand that the information should be treated as confidential (“Confidential Information”). The Reforge Properties are deemed Reforge's Confidential Information regardless of whether so marked. All Customer Personal Data as defined in Section 6.3 shall be deemed to be Customer's Confidential Information. Confidential Information will not include information that Recipient can demonstrate by contemporaneous records (a) was rightfully known by Recipient prior to the date it was disclosed by Discloser, (b) is lawfully disclosed to Recipient without obligation of confidentiality by a third party, (c) becomes generally known to the public through no act or omission on the part of Recipient, or (d) is independently developed by Recipient without reference to or reliance upon any Confidential Information of Discloser.

6.2. Use Restriction and Disclosure. The Recipient shall (i) not use Confidential Information of the Discloser for any purposes other than for performing its obligations or exercising its rights under this Agreement and (ii) hold such Confidential Information in strict confidence and protect such Confidential Information with the same degree of care (but no less than a reasonable degree of care) the Recipient uses to protect its own Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser (a) to the Recipient's directors, officers, or legal or business advisors to the extent reasonably necessary to carry out its obligations or exercise its rights under this Agreement, provided that such directors, officers, employees, or agents are legally bound to maintain such information as confidential as required by this section, or (b) if required to be disclosed by the Recipient pursuant to a judicial or governmental statute, rule, or order, provided that the Recipient gives sufficient written notice (to the extent permissible) prior to any disclosure to seek a protective order or injunction or other opportunity to limit disclosure, and the Recipient shall disclose only such Confidential Information as is required to be disclosed.

6.3. Data Protection. Each party warrants that it shall use, collect, store and/or process personal data as defined under and in accordance with any applicable data privacy laws (“Personal Data”).

6.3.1. Data Collection. If Customer includes any Personal Data in the Customer Data submitted to the Service, (i) Reforge will hold and store Customer Data on Customer's behalf, and Customer is the data controller of such data; (ii) Reforge will process personal data in compliance with this Section and Customer's instructions. Reforge will use commercially reasonable efforts designed to prevent the unauthorized disclosure or destruction of Customer Data stored with Reforge in accordance with Reforge's security policy which is available upon request.

6.3.2. If Customer will transmit any Customer Data that includes Personal Data regarding a resident of the UK or European Union, Customer may contact Reforge at privacy@reforge.com to request a data processing addendum (“DPA”). Upon mutual execution of the DPA, the DPA is incorporated by reference into this Agreement and is subject to its terms.

6.4. Access to Customer Data. Customer understands and acknowledges that the ability of Customer and its Authorized Users to operate and utilize the Service is dependent upon Customer providing or making available for access by the Service all required Customer Data via Customer System(s). As between Customer and Reforge, Customer is solely and exclusively responsible for obtaining and providing all consents, authorizations, permissions, notices, and access to Customer System(s), as may be necessary or helpful to facilitate the Service's access to the Customer Data. Customer acknowledges and agrees that Reforge shall not be liable to Customer or to any third party for any failure, delay, or deficiency in the performance of the Service arising from (i) any system failure or technical deficiency on the part of Customer or its service providers that prevents or limits access by the Service to Customer Data or other necessary Customer content, materials, data, or information, or (ii) any error or deficiency in the Customer Data. As between Customer and Reforge, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and for ensuring that Customer Data does not: (a) infringe, misappropriate or violate the Intellectual Property Rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violate any applicable law, or (c) contain any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. Customer is solely responsible for the installation, maintenance, repair, use, and upgrade of any Customer System(s) the Service is used with. Reforge disclaims all warranties of any kind with respect to any Customer System(s).

6.5. No Sensitive Content. Notwithstanding anything herein to the contrary, Customer acknowledges that the Service is not designed to collect, and is not designed with security and access management for processing or storing, any information that imposes specific data security obligations on Reforge for the processing or storage of such data, including, without limitation, any (i) “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, cardholder, payment card, or related information protected by the Payment Card Industry Data Security Standard; (ii) any “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996 (“HIPAA”); (iii) categories of data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; or (iv) any data similar to the foregoing that is protected under foreign or domestic laws (each of the foregoing, “Sensitive Content”). Customer shall not, and shall not permit any of its Authorized Users to, provide or make available any Sensitive Content to Reforge, or endeavor to submit or make available any Sensitive Content for processing or evaluation through the Service. Customer is solely responsible for all Customer Data and represents and warrants to Reforge that no Customer Data or other data or content made available by Customer constitutes or contains Sensitive Content. Reforge makes no representations or warranties with respect to, and disclaims any responsibility or liability for, the Customer Data.

6.6. Storage of Customer Data. Customer agrees and acknowledges that Reforge is not a provider of data back-up, archiving, or data retention services. As between Customer and Reforge, Customer is solely and exclusively responsible for the backing up, archiving, and retaining of all Customer Data and any other of Customer's information, data, or materials. Reforge does not make any representations, warranties, or guarantees that any Customer Data or other of Customer's information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. REFORGE HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CUSTOMER DATA THROUGH OR IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICE.

7. TERM AND TERMINATION

7.1. Term. This Agreement will remain in effect during the Term of any unexpired Order Form, unless terminated earlier in writing pursuant to the terms of this section. For the avoidance of doubt, upon the renewal of an Order Form, the term of this Agreement shall be extended accordingly. Order Forms may not be terminated for Customer's convenience during the Term.

7.2. Recurring Payment. The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If Customer activate a Subscription Service, Customer authorize Reforge or its third party payment processors on a going-forward basis and until cancellation of either the recurring payments or Customer's account, all accrued sums on or before the payment due date for the accrued sums, including all accrued sums for Customer's Authorized Users. The “Subscription Billing Date” is the date when Customer purchases Customer's first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next annual subscription period, (such period, the “Initial Subscription Period”). The term of each Subscription Service will automatically renew for a period equal to the Initial Subscription Period or one (1) year periods, whichever is less, unless otherwise identified in an applicable Order Form (each, a “Renewal Term”). Unless a party provides the other party written notice thirty (30) days in advance of the expiry of the Subscription Service or then-current Renewal Term, as applicable, of its desire to amend the duration of the Renewal Term, modify number of Users or terminate the Order Form. Customer is responsible and will pay Reforge all Subscription Fees under an Order Form for the entire Subscription Term and any applicable Renewal Term. Notwithstanding the foregoing, Customers with a Reforge Learning Individual Plan must cancel its subscription on the Reforge Learning console anytime before it renews in order to avoid billing of the next periodic Subscription Fee to Customer's account. Reforge or its third party payment processor will bill the periodic Subscription Fee to the payment method provided to Reforge during registration (or to a different payment method if Customer changes its payment information). Reforge Learning Individual Plan customers may cancel the Subscription Service in the settings page for Customer's account at Reforge if Customer signed up directly via the Reforge website.

7.3. Termination for Breach. Either party may terminate this Agreement and any Order Form immediately upon written notice to the other party, if the other party is in material breach of this Agreement and fails to correct the breach thirty (30) days following written notice from the other party specifying the breach. Notwithstanding anything to the contrary, Reforge may, alternatively suspend the Service, if Customer violates any Service Usage Rights and Restrictions or if any undisputed sum payable under this Agreement is past due for longer than thirty (30) days.

7.4. Termination for Insolvency. Either party may terminate this Agreement and any Order Form immediately upon written notice to the other party if the other party has a receiver appointed, or an assignee for the benefit of creditors or in the event of any insolvency or inability to pay debts as they become due by the other party, except as may be prohibited by applicable bankruptcy laws.

7.5. Effect of Termination. Expiration or termination of this Agreement will not relieve any party of its obligations to pay any undisputed amounts accrued or otherwise owed under this Agreement and any Order Form. Upon termination or expiration of this Agreement and any Order Form, all licenses or rights granted to Customer hereunder shall terminate and Customer shall not use the Service, and Reforge shall have no further obligation to provide the Service or Support. Customer shall promptly delete all Reforge Confidential Information. In addition, no later than thirty (30) calendar days after termination or expiration, Reforge shall disable Customer's Service account and anonymize all contents therein. Any provision that is intended to continue after termination shall not be affected by the termination of this Agreement.

7.6. Survival. The provisions of the following Sections of this Agreement will survive any expiration or earlier termination of the Agreement: Section(s) 1.2 (Service Restrictions), and 1.6 (Aggregated Statistics Use Rights), 2 (Ownership), 3.1-3.6 (Fees), 4.4 (Warranty Disclaimer), 4.5 (Limitation of Liability), 5 (Indemnity), 6 (Confidential Information and Customer Data), 7.5 (Effect of Termination), 7.6 (Survival), 8 (with exception of 8.2 and 8.7) (Miscellaneous), 9 (Scope and Definitions) and the Product Specific Licensing Terms, to the extent applicable: (Reforge Learning - Warranty Disclaimer, User Submissions).

8. MISCELLANEOUS

8.1. Notices. All notices and communications between the Parties under, or in connection with, this Agreement (“Notices” ) shall be in writing, by hand delivery, by nationally recognized courier service or by prepaid certified mail. Notwithstanding the foregoing, Reforge may send Notices to Customer through the management module of the Service. Customer shall send all Notices to Reforge at Reforge, Inc., Attn Head of Legal, 548 Market Street, San Francisco, CA 94104 with cc to: legal@reforge.com.

8.2. Publicity. For sole marketing and promotional purposes, Customer agrees that Reforge may identify Customer as a Reforge customer in Reforge's promotional, marketing, or other materials and refer to Customer by name, trade name and trademark as applicable. Customer hereby grants Reforge a license to use Customer's name and applicable trademarks in accordance with this section. Customer may opt out anytime by emailing hello@reforge.com.

8.3. Injunctive Relief. Each party acknowledges and agrees that any breach of its obligations with respect to Confidential Information and Intellectual Property Rights may cause substantial harm to the other party that could not be remedied by payment of damages alone. Accordingly, the other party will be entitled, in addition to any other rights or remedies, to seek injunctive relief in any jurisdiction where damage may occur.

8.4. Exports. Customer shall comply with all applicable export control laws, rules, and regulations with respect to its use of the Service, including the Export Administration Regulations promulgated by the U.S. Department of Commerce. Without limiting the foregoing, Customer shall not export or re-export all or any part of the Service without Reforge's prior written consent.

8.5. No Waiver. Neither party's failure or delay in exercising any of its rights will constitute a waiver of such rights unless expressly waived in writing.

8.6. Relationship. The relationship between the parties is that of independent contractors, and nothing contained in this Agreement will be construed to constitute as agents, partners, joint ventures, or otherwise as participants in a joint undertaking.

8.7. Force Majeure. Reforge will not be liable for any delay or failure in the performance of its obligations under this Agreement if the delay or failure is due to any cause outside of Reforge's reasonable control (“Force Majeure”). If Force Majeure continues for more than sixty (60) days preventing Reforge from performing, Customer may terminate this Agreement upon written notice to Reforge.

8.8. Assignment. Neither this Agreement nor any rights granted hereunder may be assigned or otherwise transferred (whether by operation of law or otherwise), in whole or in part, by either party, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. However, no such consent will be required in the event of an assignment to either party's Affiliate, or a merger or a sale of substantially all of a party's assets; provided that the assigning party provides notice as soon as reasonably practicable. The right of assignment granted herein shall apply only to the business of Customer as it existed prior to such assignment or sale. Any attempted assignment will be void and of no effect unless permitted by the foregoing. This Agreement shall inure to the benefit of the parties' permitted successors and assigns.

8.9. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be interpreted in a manner that best reflects the parties' intentions, and the remaining provisions of this Agreement will remain in full force and effect.

8.10. Entire Agreement. This Agreement constitutes the entire agreement between Reforge and Customer regarding the subject matter hereof. From time to time, we may modify the Agreement and our Privacy Policy. If we make material changes to the Agreement or our Privacy Policy, we will seek to provide Customer with notice through our Service, or by other means, to provide Customer the opportunity to review the changes before the date by which they become updated as indicated in the notice (the “Effective Date”). Your continued use of the Service after Reforge publishes or sends notice about changes to the Agreement means that Customer is consenting to the updated Agreement as of the Effective Date. Notwithstanding the foregoing, if we modify the Agreement in a way that materially and adversely affects Customer's rights to access and use the Service, we will, at Customer's request, negotiate with Customer in good faith to terminate any then-outstanding order form or to issue Customer a partial refund. The terms on any purchase order, confirmation, or similar document submitted by Customer to Reforge will have no effect and are hereby rejected. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (1) the Order Form, (2) this Reforge Service Agreement, and (3) the Documentation.

8.11. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or related to this Agreement, its subject matter or formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, USA other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. The parties further agree that except as stated below in the Arbitration provision, the exclusive venue and jurisdiction for any dispute arising or relating to this Agreement shall be the State or Federal courts of competent jurisdiction located in the State of California. Customer agrees to waive any and all objections to the exercise of jurisdiction over Customer by such courts and to venue in such courts. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

8.12. Dispute Resolution and Arbitration. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO OUR DISPUTE, CUSTOMER AND REFORGE AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.

8.12.1. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, Customer and Reforge each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. Reforge will contact Customer at the email address Customer has provided to Reforge; Customer can contact Reforge by email at legal@reforge.com. If after a good faith effort to negotiate, one party feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

8.12.2. Exceptions to Arbitration Agreement. Customer and Reforge each agree that the following claims are exceptions to Arbitration and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

8.12.3. Arbitration Rules.

(a) If Customer is domiciled in the U.S. - Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(b) If Customer is domiciled internationally outside the U.S. - Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.

(c) Modification to AAA Rules - Arbitration Hearing/Location. Customer agrees that any required arbitration hearing will be conducted in the English language by one (1) mutually agreed upon arbitrator, (a) in San Francisco County, USA or appearances may be made via phone or video conference; and (b) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

8.13. Waiver of Jury Trial and Class Action Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. CUSTOMER AND REFORGE EACH AGREE THAT ANY SUIT, PROCEEDING, OR OTHER ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

8.14. Ultimate Federal Government Provisions. Reforge will provide the Service, including related Documentation and technology for ultimate federal government end use solely in accordance with the following: government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Reforge to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

9. SCOPE AND DEFINITIONS

9.1. Scope. This Reforge Service Agreement shall apply to the licensing of the Reforge Service, as ordered by Customer in the applicable Order Form.

9.2. Definitions. Capitalized terms not otherwise defined shall have the meaning set forth in this section.

9.2.1. “Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.

9.2.2. “Agreement” means, collectively, this Reforge Service Agreement and the Order Form executed by the parties.

9.2.3. “Authorized User” means a Customer employee or contractor who is authorized by Customer to use the Service on behalf of Customer.

9.2.4. “Customer” means the company defined in the Order Form, which orders the Service and/or to whom, pursuant to an Order Form, and whose Authorized Users accesses and uses the Service.

9.2.5. “Customer Data” means any data, code, information, or other content that is made available, by or on behalf of Customer or any Authorized User, for upload to or access, analysis, or processing by the Service. Customer Data is also inclusive of User Content for purposes of Reforge Compass.

9.2.6. “Customer System” means any application owned, operated, licensed, or managed by Customer or its Affiliate with which the applicable Reforge Service is connected with.

9.2.7. “Documentation” means Reforge's published user documentation that describes the design, functions, operation, or use of the Service ordinarily made available to all its customers.

9.2.8. “Fee” means any fees which Customer is required to pay in accordance with this Agreement and the Order Form.

9.2.9. “Reforge Service” or “Service” means any Service and associated APIs made available by Reforge to Customer as SaaS under the Order Form.

9.2.10. “Reforge Properties” means the Service and Documentation, including all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications, and improvements thereof, and all derivative works of any of the foregoing.

9.2.11. “Intellectual Property Rights” means any worldwide common law and statutory rights, whether arising under the applicable law or any other state, country, jurisdiction, government, or public legal authority, associated with (i) patents, utility models, and invention disclosures and applications therefor, (ii) trade secrets, know-how and proprietary information, (iii) copyrights, works of authorship, copyrights registrations and applications thereof; (iv) trademarks, service marks, designs and other designations of source, (v) industrial designs, (vi) all rights in databases and data collections, (vii) all moral and economic rights of authors and inventors, however denominated, (viii) rights to apply for, file for, certify, register, record, or perfect any of the foregoing, and (ix) any similar or equivalent rights to any of the foregoing (as applicable).

9.2.12. “Order Form” means the Order Form for Reforge Service, or any other document or plan membership as agreed by the parties, specifying the options chosen by Customer for the Service as well as Fees and additional conditions.

9.2.13. “Support” means support service in connection with the Service under the respective support plan indicated in the Order Form, if any.

9.2.14. “Term” means the duration of the license subscription for the Service and the Support as set forth in the applicable Order Form.

Product Specific Licensing Terms.

Certain Reforge products and services have additional terms that apply. The following supplemental terms apply to the specific products below, which supersede any differing or conflicting terms in the Terms:

Reforge Insights

1. Additional Service Restrictions. The Service uses technology provided by OpenAI, LLC (“OpenAI”) and Customer may not use the Service in a manner that violates any OpenAI Policy, including their Content Policy; Sharing and Publication Policy; and Community Guidelines.

2. Reforge Extension Data and Security Processing Overview is available at https://reforge.helpscoutdocs.com/article/204-reforge-extension-data-and-security-overview

3. Reforge will not use Customer Data (in each case, including any inputs or outputs) to train, re-train or fine-tune any model that Reforge makes available for use by other parties in Reforge Insights. Reforge has a zero data retention agreement in place with OpenAI for Reforge Insight Analytics. Google Workspace APIs are not used to develop, improve, or train generalized AI and/or ML models in Reforge Insights.

4. Reforge Insights Uptime SLA. Subject to the terms and conditions of this Agreement, Reforge will use commercially reasonable efforts to make the Reforge Insight Analytic Service available 98% of the time, as measured on a monthly basis, excluding scheduled or emergency maintenance. Months where the availability of the Reforge Insight Analytic Service falls below 98% (“SLA Failure”) will result in a pro-rata refund as Customer's sole and exclusive remedy for any SLA Failure. Customer must notify Reforge athello@reforge.com of such entitlement within thirty (30) days after the end of the calendar month during which SLA Failure occurred indicating the dates and times when the Reforge Insight Analytic Service were not available. Reforge will promptly reply indicating the acceptance or rejection of such request. All such refunds will be provided to Customer by Reforge after the calendar month during which the SLA Failure took place.

Reforge Compass

2. Reforge Extension Data and Security Processing Overview is available at https://reforge.helpscoutdocs.com/article/204-reforge-extension-data-and-security-overview

3. User Content

a. User Content Generally. Certain features of the Service may permit Authorized Users to upload Customer Data to the Service (including by syncing Customer's account with Customer System(s) as further described in Section 6.4), consisting of voice recordings and/or audio recordings for transcription purposes, meeting transcripts, chat information and meeting information (meeting titles, attendees, etc.) from Customer Systems, etc. and other data as selected by Customer (“User Content”) and to otherwise publish User Content on the Service and Customer System(s). To the extent Customer desires to use the Service in connection with Customer System(s), Customer hereby grants Reforge permission to access the Customer System(s) in connection with Reforge's provision of the Service. As between Customer and Reforge, Customer retains any copyright and other proprietary rights that Customer may hold in the User Content that Customer posts to the Service and the resulting transcription.

b. Voice Recordings. The Service may provide a feature that allows Customer to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded/monitored conversations vary by location. Customer acknowledges and agrees that Customer is solely responsible for providing any notices to, and obtaining consent from, any and all individuals in connection with any monitoring, recordings, and transcription, as required under applicable law. Any violation of any of the foregoing is grounds for termination of Customer's right to use or access the Service. Customer agrees to indemnify Reforge for any breach of this section.

c. Limited License Grant to Reforge. Customer retains all ownership rights to the User Content processed using the Service. Customer grants Reforge a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, export, process, transform, and distribute Customer's User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed in a manner that is under Customer's control and direction. Customer may delete User Content from their accounts.

d. License Grant to Users. By providing User Content to or via the Service to other users of the Service, Customer grants those users a non-exclusive license to access, use, modify, and distribute that User Content as permitted by these Terms and the functionality of the Service.

e. Access to User Content and Results. To the fullest extent permitted by law, Reforge is not responsible for the use of any User Content or results of processing User Content by users or non-users of the Service or any third parties.

f. User Content Representations and Warranties. Reforge disclaims any and all liability in connection with User Content. Customer is solely responsible for Customer's User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, Customer covenants, affirms, represents, and warrants that:

i. Customer is the creator and owner of the User Content, or has the necessary licenses, rights, consents, and permissions to authorize Reforge and users of the Service to use and distribute Customer's User Content as necessary to exercise the licenses granted by Customer in this Section, in the manner contemplated by Reforge, the Service, and these Terms;

ii. Customer's User Content, and the use of Customer's User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Reforge to violate any law or regulation; and

iii. Customer's User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

g. User Content Disclaimer. Reforge is under no obligation to edit or control User Content that Customer or other users post or publish, and will not be in any way responsible or liable for User Content. Reforge may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in its sole judgment violates these Terms or is otherwise objectionable. Customer understands that when using the Service, Customer will be exposed to User Content from a variety of sources and acknowledges that User Content may be inaccurate, offensive, indecent, or objectionable. Customer agrees to waive, and does waive, any legal or equitable right or remedy Customer have or may have against Reforge with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, Reforge may investigate the allegation and determine in its sole discretion whether to remove the User Content, which Reforge reserves the right to do at any time and without notice. For clarity, Reforge does not permit copyright-infringing activities on the Service.

h. Monitoring Content. Reforge does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. Reforge is not responsible for the use of any User Content by users or any third parties. Customer acknowledges and agrees that Reforge reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Reforge chooses to monitor the content, Reforge still assumes no responsibility or liability for the User Content or any loss or damage incurred as a result of the use of User Content.

4. Prohibited Conduct .

BY USING THE SERVICE CUSTOMER AGREES NOT TO:

a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;b. use the Service or any portion thereof for the direct or indirect benefit of any third parties; andc. use the Service in connection with any direct or indirect commercial purposes, including in connection with any paid transcription workflow or as a value-added component of a commercial product or service;

5. THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. REFORGE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. REFORGE IS NOT RESPONSIBLE FOR THE FAILURE TO STORE OR MAINTAIN ANY USER DATA, CONTENT OR TRANSCRIPTIONS, USER COMMUNICATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS. REFORGE MAKES NO WARRANTY ABOUT THE COMPLETENESS OR ACCURACY OF THE TRANSCRIPTION.

Reforge Feature Management

1. Additional Technical Requirements for Prefab Tools. Customer acknowledges that the Prefab Tools are necessary to access and use the Service. Customer agrees that it is responsible for obtaining, installing, and maintaining the Prefab Tools. The Prefab Tools may change from time-to-time, and Prefab will use commercially reasonable efforts to notify Customer if material changes occur. Certain portions of the Prefab Tools may be owned by third parties. The Prefab Tools are not subject to the terms and conditions of Sections 1.1 or 5.1. Instead, each Prefab Tool is licensed under the terms of the end-user license that accompanies such Prefab Tool. Nothing in this Agreement limits Customer&s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Prefab Tools. If a license for a particular Prefab Tool so requires, Reforge will make such Prefab Tools, and Reforge's modifications to such Prefab Tools, available by written request at the notice address specified below.

2. “Prefab Tools” means the software libraries and tools, and updates thereto that enable Reforge Feature Management which are made available by Reforge at www.github.com/prefab-cloud (or such successor URL as may be designated by Reforge).

Reforge Learning

1. Additional Service Usage Rights

A. Team Plans. If Customer manages a Team Plan on Reforge, Customer may not transfer seats between Authorized Users on Customer's subscription unless the Authorized User is either (A) no longer employed by Customer's company or (B) on a formal, extended leave of absence. Reforge reserves the right to restrict, suspend or terminate Customer's use of the Service if Customer breaches this Terms or the law, or if Reforge determines in its discretion that Customer is misusing the Service in any way. If Customer is an organization that has purchased a Team Plan, Customer may request a transfer of an individual User's membership through an email to hello@reforge.com.B. Materials. The video, text, software, photos, graphics, images, live events, audio, designs, trademarks, proprietary information and other content of, or related to, the Service (collectively, “Materials”) are protected by copyright, trademark and other laws. REFORGE® is a registered trademark of Reforge, Inc. and Reforge and applicable third parties, such as Reforge's licensors, own copyright, trademark, and other rights in the Service and Materials, and reserve all rights in them. Customer may use the Service and Materials only in the manner and for the purposes specified in this Terms. Customer may download and copy Materials clearly designated as a “downloadable” within the Service and Customer may take notes summarizing the Materials within the Service, in each case solely for Customer's personal use unless explicitly stated otherwise. If Customer wishes to use other Materials in other ways, Customer may do so only if Customer requests and receives specific prior written authorization from Reforge. Customer may use and access the Service only through platforms authorized by Reforge, such as the Reforge.com website and Reforge's in-person programs, and only in a manner that comports with the User Conduct Policies and other terms set forth in this Terms. The Service may contain links to third-party websites or services that are not owned or controlled by Reforge (such as Google Docs for templates provided as part of the Materials). When Customer accesses third-party websites or uses third-party services, Customer accepts that there are risks in doing so, and that Reforge is not responsible for such risks. In particular, Reforge will not and cannot monitor, verify, censor or edit the content of any third-party site or service.

2. Additional Service Restrictions. Except as provided in this Terms, Customer may not access, use, download, modify, publish, transmit, participate in the transfer or sale of, reproduce, create new or derivative works from, distribute, perform, display (including framing and inline linking), communicate to the public or in any way exploit, any of the Service and Materials in whole or in part. Without limiting the foregoing, Customer may not share or otherwise provide links to live events with third-parties (including other members of the Reforge community).

3. User Submissions. Anything Customer or its Authorized Users post, upload, share, store, or otherwise provide through the Service or in connection with use of the Service is a “User Submission”. Customer is solely responsible for all User Submissions it or its Authorized Users contribute. Customer represents that all User Submissions submitted by Customer and its Authorized Users comply with all applicable laws, rules and regulations and are not otherwise offensive or inappropriate for the Service (as determined by Reforge in its sole discretion). By submitting User Submissions, Customer hereby grants Reforge a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Service and our (and our successors' and assigns') businesses.

4. User Conduct Policies. Customer's eligibility to use or access the Service and Materials is contingent on remaining in good standing as a member of the Reforge community. These policies, which Reforge continues to develop, provide guidance and rules for the use of the Reforge Service and Materials. Any violation of these User Conduct policies shall constitute a breach of the Terms, which may result in immediate termination of Customer's account.

Do not violate Reforge's rights in its intellectual property or proprietary information, including by suggesting that Customer is affiliated with, authorized by or approved by Reforge when Customer is not.
Do not use the Service or Materials to compete with Reforge, or to solicit Reforge's users or potential customers for commercial purposes.
Do not publicly communicate information about another User obtained through the Service.
Do not communicate false, disparaging or defamatory information about another user of the Service.
Do not use the Service to abuse, harass, intimidate or shock another user.
Do not attempt, in any manner, to obtain the password, account, or other security information from any other user.
Do not copy or store any significant portion of the Materials (except as expressly permitted herein or authorized by Reforge in writing).
Do not use the Service to share graphic, obscene, or pornographic content.
Do not use the Service to promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures.
Do not use robotic automation to access the Service or to collect Materials.
Do not use the Service for illegal activities, promotion of illegal products or activities, or violation of the rights of others.
Do not use the Service to distribute viruses, worms, or other software that can destroy or interrupt others' data or computer systems or devices.
Do not interfere with or disrupt the Service.

5. AI Features. Reforge may make available to Customer, within the Reforge website or through other products or features (including a browser extension) certain interactive search features powered by artificial intelligence (“AI”, and such features, the “AI Features”). The AI Features may generate suggestions, highlight resources or otherwise provide output designed to assist Customer with tasks Customer is performing or content Customer is viewing. In order to function properly, the AI Features may access and process information generated through programs Customer is using or webpages or other content that Customer is viewing. By using the AI Features, Customer acknowledge and agree that Reforge may have access to such programs or content to the extent necessary to provide and optimize the AI Features. Reforge will not retain such content longer than is necessary to provide Customer with suggestions or other output; however, Reforge may retain certain de-identified data that is not capable of revealing information about Customer or Customer's data. Reforge makes no representations or warranties whatsoever regarding the AI Features, which are provided “as is” and should be used at Customer's own risk. Customer should evaluate the accuracy of any information produced from an AI Feature as appropriate for Customer's use case. Customer's use of the AI Features may be subject to additional fees and charges, which Reforge will communicate to Customer at the time Customer access or subscribe to the AI Features.

6. Additional Warranty Disclaimer. Reforge makes no representations or warranties concerning the Materials, contained in or accessed through the Service, and will not be responsible or liable for the accuracy, quality or suitability of any Materials for Customer's intended purpose.

Products

Information

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