Updated on August 11, 2016
These Terms of Service are a legally binding agreement (“Agreement“) between you and Forge Technologies, Inc. (“Forge“, “we” or “us“). This Agreement governs your use of any Forge service or technology, including all websites associated with Forge (including all domains and sub-domains of www.joinforge.com), all application programming interfaces (“API(s)”), and all applications and other tools provided by Forge (collectively, the “Forge Platform”).
YOU ARE RESPONSIBLE FOR CAREFULLY READING THIS AGREEMENT. PAY SPECIAL ATTENTION TO THE BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS AS THESE REQUIRE YOU TO USE ARBITRATION IN THE EVENT OF A DISPUTE UNDER THIS AGREEMENT INSTEAD OF JURY TRIAL(S) OR CLASS ACTION(S).
1. YOUR ACCEPTANCE OF THIS AGREEMENT
All references to “you” or “your” mean the person who in any way accesses or uses the Forge Platform, including each of your assignees, successors, and heirs. BY USING THE FORGE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT, YOU ARE PROHIBITED FROM ACCESSING OR USING THE FORGE PLATFORM.
You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms and policies incorporated into this Agreement by reference, and any amendments to this Agreement. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.
2. MODIFICATIONS TO THIS AGREEMENT
The terms of this Agreement may change from time to time. You are responsible for regularly reviewing this Agreement at www.joinforge.com/terms. Forge reserves the right, in its sole discretion, to modify this Agreement, and any other documents and/or policies incorporated by reference in this Agreement, at any time and without prior notice. Forge may, but shall not be required to, notify you of changes to the terms of this Agreement by posting same on the Forge Platform and/or sending you an email. Any modifications to this Agreement will become effective when they are posted on the Forge Platform. Your use of the Forge Platform after such posting shall constitute your consent to such modifications. If you do not agree to any such modifications, you are prohibited from accessing or using the Forge Platform.
3. OTHER TERMS AND POLICIES
“Account” means a User account provided by Forge to enable access and use of the Forge Platform that is authorized by Forge.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Forge.
“Employer” means any employer that is not an individual User, and that uses the Forge Platform and authorizes Users pursuant to the terms of a separate agreement between that Employer and Forge.
“Content” means content submitted by Users or other third parties in various forms, whether data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials on the community portions of the Forge Platform.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Personal Information” means information that identifies you as a specific individual and can be used to contact or identify you; examples of Personal Information include your name, photograph, email address, postal address, social security number and phone number.
“Third Party Application(s)” means any software application functionality that is provided by an Employer or a third party and interoperates with the Forge Platform.
“User” means an individual acting in her/his own accord or an individual who is authorized by an Employer to use the Forge Platform and to whom such Employer (or Forge at such Employer’s request) has supplied a user identification and password. Users may include, for example, an Employer’s employees, consultants, contractors and agents, and third parties engaged in business transactions with an Employer.
5. NATURE OF THE FORGE PLATFORM
The purpose of the Forge Platform is to provide functionality to Employers and Users in interacting with one another including, but not limited to, employee onboarding, scheduling, time and attendance, and ratings. As a technology provider, Forge is not a party to any of the interactions between Employer(s) and User(s) and is not responsible for any use of the Forge Platform by any Employer or User. Forge does not endorse or recommend any User, Employer, business or hiring practices, products or services.
6. USE OF THE FORGE PLATFORM
- License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, and revocable license to use the Forge Platform solely as permitted by the functionality of the Forge Platform, which may vary by User. We reserve all rights not expressly granted in this Agreement. We may terminate this license or your access to the Forge Platform at any time for any reason or no reason.
- Eligibility. To use the Forge Platform, you must register for an Account. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. The Forge Platform is not designed for use by or in connection with anyone under the age of 18, and you accept any and all liability that may arise from your use of the Forge Platform relating to anyone under the age of 18. Any use of or access to the Forge Platform by anyone under the age of 18 is only permitted with the express written permission of such individual’s legal guardian, and, if you are an individual under the age of 18, you represent and warrant that you have received such permission and you agree to provide us with the contact information for your parent or guardian and acknowledge that we may validate the same. Any use or access of the Forge Platform by anyone under the age of 13 is strictly prohibited and in violation of this Agreement. If you have previously been removed from the Forge Platform, you are prohibited from creating an Account and doing so is in violation of this Agreement.
- Accounts. By registering for an Account, you must complete a User profile (“Profile”), which you consent to be shown to other Users unless you change your privacy settings. You further represent and warrant that you are eligible to work as an employee in the United States. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Forge Platform or provide to us, including any and all details regarding your parent(s) or guardian(s), and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the other aspects of your employment, immigration status, criminal history, skills or professional history, current or past, that is or becomes false or misleading. You agree not to register for more than one Account without express written permission from Forge. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
- Verification.When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize Forge, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law.
- Security. When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account and your username and password. You authorize Forge to assume that any person using the Forge Platform with your username and password, either is you or is authorized to act for you. Furthermore, you are responsible for any and all activities and conduct, whether by you or anyone else that are conducted through your Account. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use any username, or password of another User of the Forge Platform that you are not authorized to use. Forge is not liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.
- Consent to Receive Text Messages. As part of the Forge Platform, text messages may be sent to Users regarding activity on the Forge Platform. BY CREATING AN ACCOUNT ON THE FORGE PLATFORM, YOU AGREE TO RECEIVE TEXT MESSAGES FROM US. To permanently cease receiving text messages from Forge, go to the “Settings” page in the Forge mobile application. If you stop receiving text messages, we may alert Employers, as applicable. You may sign up to receive certain Forge notifications or information via text messaging. You may incur additional charges from your wireless provider for these notifications or messages. You agree that you are solely responsible for any such charges.
- Rules and Restrictions. Forge reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Forge Platform upon discovery that any information you provided on any form or posted on the Forge Platform is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in Forge’s sole discretion. In connection with your use of the Forge Platform, you acknowledge and agree that you will not:
- Target or harm minors in any way;
- Transmit any information which may invade another’s right of privacy;
- Impersonate any person or entity, including any User;
- Post or transmit any material that contains a virus or corrupted data with the intent to damage or otherwise disrupt another computer;
- Use the Forge Platform in a manner that adversely affects the availability of its resources to other Users. This includes, but is not limited to: use of all caps, flooding continuous postings of repetitive text, harassing other members, or attempting to solicit personally identifying information of another member;
- Post or transmit any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation without written consent of Forge;
- Post, transmit, or otherwise make available any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);
- Post, transmit, or otherwise make available any material that infringes trademark, trade secret, copyright or other proprietary rights of any party;
- Copy, reproduce, publish or otherwise repost information obtained on the Forge Platform;
- Attempt to disrupt or damage the Forge Platform in any fashion or otherwise intentionally attempt to impair Forge’s servers or computers;
- Attempt to gain unauthorized access to the Forge Platform, Accounts, computer systems or networks connected to Forge through hacking, password mining, scripts, “bots”, or any other means;
- Attempt to steal, mimic, etc. the look and feel, features, or intellectual property of Forge or any User(s);
- Make the Forge Platform or User Data available to, or use the Forge Platform or User Data for the benefit of any other party or disassemble or reverse engineer any or all of the Forge Platform;
- Access the Forge Platform to build a competitive product or service;
- Attempt to obtain any materials or information through any means not intentionally made available through the Forge Platform, including indexing any content of the Forge Platform for commercial or non-commercial purposes;
- Attempt to manipulate identifiers in order to disguise the origin of any post or transmitted material;
- Violate any local, state, national or international laws;
- Post, store, transmit, or otherwise make available any material that is or may be unlawful, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
- Interfere with any other User’s use and quiet enjoyment of the Forge Platform; and/or
- Collect or store User Data or other information about other Users in connection with the prohibited conduct and activities set forth in the paragraphs above.
Further, you represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Forge Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Forge Platform.
7. CONTENT AND THIRD PARTY INTERACTIONS
- License to Submitted Content. Forge does not claim ownership of any User Data or other Content. However, by submitting and/or posting any Content (subject to the terms of this Agreement) to the Forge Platform, you grant Forge a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the Content (in whole or in part) worldwide as necessary to host, maintain and provide access to the Forge Platform to you and other users, without any compensation paid to you and without further approval from you, for the full term of any rights that may exist in such Content. You also permit any User to access, display, view, store and reproduce such Content for personal use in accordance with your privacy settings.
- Monitoring. Due to the community nature of the Forge Platform, Content can and will be posted by Users and other third parties. Forge has no obligation to monitor any of the Content posted to the Forge Platform. However, you acknowledge and agree that Forge has the absolute right to monitor such Content at its sole discretion to confirm compliance with these Terms of Service. Forge and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
- Dealings with Other Third Parties. Your participation, correspondence or business dealings with any third party or any other terms, conditions, representations or warranties associated with a third party found on or through the Forge Platform, are solely between you and such third party and you agree that Forge shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings. Forge is not responsible for any interactions between Users of the Forge Platform. BEFORE CONSIDERING TO MEET ANOTHER USER IN PERSON OR OTHERWISE HAVE INTERACTION, USERS SHOULD CONTEMPLATE ANY BASIC SAFETY CONCERNS.
- Links. The links on the Forge Platform will let you leave the particular portion of the Forge Platform or service you are accessing in order to access a linked site (the “Linked Sites”). Forge provides these links as a convenience, but does not control or endorse these Linked Sites, nor has Forge reviewed or approved the content which appears on the Linked Sites. You acknowledge and agree that Forge shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the Linked Sites.
- Third Party Vendors. Forge may use vendors, contractors or other third-party service provides to help provide the Forge Platform to you, and we may change our use of such vendors and contractors at our sole discretion and without notice to you.
8. INTELLECTUAL PROPERTY
- Ownership. Forge retains all right, title, and interest to the Forge Platform, including without limitation, all software used to provide the Forge Platform and all trademarks, service marks, logos, trade names and any other proprietary designations reproduced through the Forge Platform. This Agreement does not grant User any of Forge’s or of Forge’s licensors or Forge suppliers’ Intellectual Property Rights in the Forge Platform. User agrees to comply with all copyright and other intellectual property notices accessed through the Forge Platform.
- Feedback. You acknowledge and agree that all feedback, comments, questions and suggestions (“Feedback“) you provide to Forge are the sole and exclusive property of Forge. You hereby irrevocably assign to Forge and agree to irrevocably assign to Forge all of your right, title, and interest in and to all Feedback, including without limitation all Intellectual Property Rights therein, and waive any moral rights you may have. At our request and expense, you will undertake any tasks we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for the Feedback. Forge shall have no obligation concerning the Feedback, including but not limited to no obligation to return any materials or acknowledge receipt of any Feedback. By sending or otherwise transmitting Feedback to Forge, you represent and warrant that you have the right to disclose the Feedback and the Feedback does not violate the rights of any other person or entity. This Feedback section shall survive any termination of your Account or the Forge Platform.
9. RELATIONSHIP TO FORGE
- General. Forge is not a party to the dealings between Users, including posts, proposals, screening, selection, contracting, and performance of you or any User using the Forge Platform. Forge does not introduce Users to any Employers nor does Forge help you or any User find employment or employees that may or may not be Users. Forge merely makes the Forge Platform available to enable Users to identify and determine the suitability of a potential employment relationship. Forge does not, in any way, supervise, direct, or control a User or a User’s work. Forge does not set any User’s work hours, work schedules, or location of work, nor is Forge involved in determining the amount, timing or payment of any type of wages, fees, bonuses, benefits or other entitlements whatsoever. Forge will not provide Users with training or any equipment, labor, or materials needed for a particular job or position. Forge does not provide the premises at which the Users will perform the work. Forge makes no representations about, and does not guarantee the quality, safety, or legality of, the Users or any other aspect of the employment relationships that arise in connection with the use of the Forge Platform. Forge does not verify any right to work or immigration status, including but not limited to I-9 status, of any User or any licenses or certifications that may be required for a job. Forge has no responsibility and does not monitor the truth or accuracy of any listings on the Forge Platform or any User Data including but not limited to the qualifications, background, or identities of Users; the ability of Users to perform the requirements of any job or the ability of any Employer to pay for the work of any User; or that a User can or will actually complete a job or related task. You understand and agree that any and all employment screening or eligibility verification, including but not limited to immigration or age verification, in connection with an Employer is not affected, controlled or monitored by Forge, and Forge has no liability regarding such screening or eligibility verification, including but not limited to liability associated with financial or employment losses, inconveniences, or violations of laws, ordinances or regulations. Forge disclaims any and all liability relating to age of majority consent.
- Taxes. Forge does not deduct any amount for withholding, unemployment, Social Security, or other taxes for any User each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to User’s performance, and any User’s acceptance, of any employment or business relationship.
- Verification. Forge is not required to and may not verify any feedback or information including User Data given to us by Users, nor does Forge perform background checks on Users. Forge may, at its discretion, provide User Confidential Information including User Data to third party service providers for purposes of identity verification, background checks including credit score and similar checks, immigration status or other similar services that, in Forge’s reasonable discretion, facilitate the provision of the Forge Platform.
- No Endorsement. You hereby acknowledge and agree that Users may provide information on the Forge Platform about a User, such as feedback, composite feedback, including a performance score, or geographical location. Further, you acknowledge and agree that in rendering the Forge Platform, Forge may provide information about a User or verification of identity or credentials. However, such information is based solely on User Data and other information or data that Users voluntarily submit to Forge and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Forge; Forge provides such information solely for the convenience of Users.
10. DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Forge agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between you and Forge, including but not limited to claims arising out of or relating to any aspect of the relationship between you and Forge, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
Most disputes can be resolved by contacting Forge. You can reach Forge’s support department at email@example.com. We both agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Forge support department, and good faith negotiations shall be a condition to either of us initiating any other process or proceeding.
- Arbitration If we have not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at http://www.jamsadr.com/. The arbitration will be conducted in San Francisco County, California, unless you and Forge agree otherwise. If you are using the Forge Platform for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Forge Platform for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Forge from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
- Class Action and Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE FORGE PLATFORM FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND FORGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
- Exceptions: Intellectual Property; Small Claims. Notwithstanding your and our decision to resolve all disputes through arbitration, either of us may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
YOU AGREE NOT TO RELY ON THE FORGE PLATFORM, ANY INFORMATION ON THE FORGE PLATFORM OR THE CONTINUATION OF THE FORGE PLATFORM. FORGE EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS, OR THAT FORGE WILL CORRECT ALL FORGE PLATFORM ERRORS. USER ACKNOWLEDGES THAT FORGE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE FORGE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. FORGE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR FOR ANY CONTENT OBTAINED BY FORGE FROM PUBLICLY AVAILABLE SOURCES OR THIRD PARTIES AND MADE AVAILABLE THROUGH THE FORGE PLATFORM.
EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, FORGE DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND FORGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW. FORGE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. CONTENT IS PROVIDED “AS IS” AND THE FORGE PLATFORM IS PROVIDED “AS IS,” AND “AS AVAILABLE,” AND BOTH ARE PROVIDED EXCLUSIVE OF ANY WARRANTIES WHATSOEVER.
In addition to the recognition that Forge is not a party to any contract between Users, you hereby release Forge, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of any services provided by any User to any other User. Procedures regarding the handling of certain disputes between Users are discussed in Section 10 (Dispute Resolution).
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that Forge failed to meet our obligations under this Agreement.
YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS FORGE, OUR AFFILIATES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (EACH AN “INDEMNIFIED PARTY”) FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, COSTS, LOSSES, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES) ARISING FROM OR RELATING TO ANY CLAIM, SUIT, PROCEEDING, DEMAND, OR ACTION BROUGHT BY YOU OR A THIRD PARTY OR OTHER USER AGAINST AN INDEMNIFIED PARTY RELATING TO: (A) USE OF THE FORGE PLATFORM BY YOU OR YOUR AGENTS, INCLUDING ANY PAYMENT OBLIGATIONS INCURRED THROUGH USE OF THE FORGE PLATFORM; (B) FAILURE TO COMPLY WITH THIS AGREEMENT OR ANY OTHER TERMS OR POLICES BY YOU OR YOUR AGENTS; (D) FAILURE TO COMPLY WITH APPLICABLE LAW BY YOU OR YOUR AGENTS; (E) NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD BY YOU OR YOUR AGENTS; AND (F) DEFAMATION, LIBEL, VIOLATION OF PRIVACY RIGHTS, UNFAIR COMPETITION, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ALLEGATIONS THEREOF TO THE EXTENT CAUSED BY YOU OR YOUR AGENTS.
14. LIMITATION OF LIABLITY
Forge is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use the Forge Platform;
- delays or disruptions in the Forge Platform;
- viruses or other malicious software obtained by accessing, or linking to, the Forge Platform;
- glitches, bugs, errors, or inaccuracies of any kind in the Forge Platform;
- damage to your hardware device from the use of the Forge Platform;
- the content, actions, or inactions of third parties’ use of the Forge Platform;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Forge Platform; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this Agreement.
ADDITIONALLY, IN NO EVENT WILL FORGE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF FORGE, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TERMS OR POLICIES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
- Governing Law and Disputes. This Agreement and any dispute that may arise between you and Forge, will be governed exclusively by the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive venue for any action arising based on the use of the Forge Platform or this Agreement shall be the state and federal courts located in the city of San Francisco, California.
- Assignment. You may not transfer this Agreement or any rights and licenses granted under this Agreement. This Agreement may be assigned by Forge without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
- Survival. After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
- No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Forge’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
- Entire Agreement. Except as expressly provided in a particular “legal notice” on the Forge Platform, this Agreement constitutes the entire agreement between you and Forge with respect to the use of the Forge Platform.
For any questions or comments, or to report violations of this Agreement, let us know, or contact us at firstname.lastname@example.org.