end user license agreement

Effective Date: 1/16/2025

Last Reviewed on: 1/15/2025


This End User License Agreement (“Agreement“) sets forth the terms and conditions upon which you and your employer (together “You” or “Licensee”) may access and use this software and online services, and all updates, enhancements, and upgrades provided to you (collectively, “Software” as further defined below) by Forcey LLC, an Ohio limited liability company with its principal place of business located at 1365 Chardon Rd., Euclid Ohio 44117 (“Licensor” or “Forcey”).

IMPORTANT, PLEASE READ THIS AGREEMENT CAREFULLY IN ITS ENTIRETY BEFORE REGISTERING, ACCESSING, OR USING THIS FORCEY SOFTWARE PLATFORM (“SOFTWARE”). LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY SIGNING BELOW, YOU (A) AGREE TO BE BOUND BY THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS THE FORCEY PLATFORM LICENSE AGREEMENT BETWEEN YOUR EMPLOYER  AND FORCEY; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND YOU AND YOUR EMPLOYER, (TOGETHER “LICENSEE) TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST NOT ACCESS OR USE THE SOFTWARE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY. BY ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, ITS OBLIGATIONS, PROVISIONS, DISCLOSURES, AND DISCLAIMERS, AND THAT SUCH OBLIGATIONS, PROVISIONS, DISCLOSURES, AND DISCLAIMERS SET FORTH HEREIN ARE FAIR AND REASONABLE TO YOU, AND YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THIS AGREEMENT IS VOLUNTARY AND IS NOT THE RESULT OF FRAUD, DURESS OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTITY.

Section 1. Definitions

For purposes of this Agreement, the following terms have the following meanings:

Applicable Data Protection Laws: any Applicable Law pertaining to data protection and the protection and/or Processing of Personal Data or Customer Data to the extent applicable in respect of a Party’s obligations under this Agreement.

Applicable Law: all applicable statutes, laws, regulations, codes, orders, rules and ordinances.

Authorized Users: only You are authorized to use the Software, if you are a Licensee, in accordance with the provisions of this Agreement.

Customer Data: all data and information that may be collected, received, Processed, stored, or transmitted by the Software that was originally entered into the Software by you or captured by the Software in connection with your access and use of the Software, including Personal Data entered by you into the Software or captured by the Software, as well as information about you that is not otherwise publically available, including, without limitation, your employment and human resources (HR) information, as well as your activity and status information while employed which are entered into and/or captured by the Software. The unmodified Customer Data shall be considered your confidential information.

Documentation: any and all manuals, instructions, specifications, release notes, videos, and other documents and materials in any medium that describe the functionality, components, features, or requirements of the Software, including the installation, configuration, integration, operation, use, support, or maintenance thereof.

Intellectual Property Rights or “IPR”: patents, utility models, rights to inventions, inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Fees: the recurring fees (e.g., monthly or annual) required to be paid by You or your employer for the license to use the Software granted under this Agreement or the Forcey Platform License Agreement between your employer and Licensor. The Fees must be paid and be current (and not past due) before any use or continued access or use, respectively, of the Software.

Forcey Data: all data and information that may be provided by Forcey to you with or without the use of or through the Software. Forcey Data also includes any modeling, adaptation, alteration, or combination of or using Customer Data or an anonymized version of the Customer Data, as well as the anonymized version of the Customer Data. The Forcey Data shall be treated by the Parties as Confidential Information of Forcey.

Forcey Data Privacy Policies: all Privacy Policies which are available through the Forcey website located at <www.forcey.com>.

Forcey Platform License Agreement: the license agreement between Licensor and your employer for the access and use of the Software by your employer and its employees, according to the terms and conditions of that agreement.

Licensee: You, but only if you or your employer (1) have paid all of the Fees, and (2) are in full compliance with all terms and conditions set forth in this Agreement and the Forcey Platform License Agreement.

Person: an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

Personal Data: any information relating to you and/or an identified or identifiable natural person as set forth under any Applicable Data Protection Law. An identifiable person is one who can be identified, directly or indirectly, by reference to an identifier such as name, identification number, location data, an online identifier, or by one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the person.

Privacy Policies: all privacy policies or other notices which are accessible by Customer or any end user of the Software through a publically available source, such as a through a website, which may relate to the hosting, use, accessibility, or operation of the Software, including without limitation the capturing, entering, use, and/or Processing of any Customer Data or other data in relation to the use or operation of the Software.

Process, Processes, Processed or Processing: an operation or set of operations performed upon the Customer Data by the Software, including Personal Data, as well as capture, collection, computation, generation, recording, organization, structuring, and storage of such Customer Data by the Software, but not including any processing or other operations performed by Forcey without the Software or using other software or computational tools, such as the use of Customer Data to created models using the Customer Data.

Software: the Forcey software platform and all related services, updates, enhancements, and upgrades of all of these. Unless specifically referred to separately, the Software shall include the Documentation.

Third Party: any Person other than Licensee, Licensor, and your employer (as long as your employer is licensed to use the Software under the Forcey Platform License Agreement).

Updates or Maintenance Releases: any update, upgrade, release, or other adaptation or modification of the Software, including any updated Documentation, that may pertain to error corrections, minor enhancements, usability improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software, and that (a) Forcey makes available free of charge to any of its licensees of the Software, and (b) does not materially change the previous feature-set of the Software.

New Version: any new version or new release of the Software that Forcey may from time to time introduce and market generally as a distinct licensed product (as may be indicated by Forcey’s designation of a new version number), including any material developments, enhancements, upgrades to and features of the Software, but excluding Updates or Maintenance Releases.

Third-Party Materials: materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Software that are not proprietary to Forcey.

Section 2. License Grant and Scope


Subject to and conditioned upon Licensee’s or their employer’s payment of the Fees and Licensee’s compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, non-transferable, license, and solely for Licensee to access and use Software solely for Licensee to fulfill their responsibilities as an employee of the licensee under the Forcey Platform License Agreement. Licensor reserves all rights not expressly granted to you. If you are not an employee of a Person that is licensed to use the Software under a Forcey Platform License Agreement, then you are not licensed to use the Software and you shall immediately cease use of the Software.

Section 3. Confidential and Proprietary Information


Licensee will acquire certain information from Licensor which Licensor considers proprietary and confidential to Licensor, including but not limited to the Software and Documentation, which may include methods, devices, articles of manufacture, software interface screens, the layout and format of each software interface screen, the content and functionality within each interface screen, ideas, works, information, software, inventions, data, trade secrets, know-how, services, new services, plans, formulas and designs, tools, and procedures, and other information proprietary to Licensor in relation to the Software, Documentation, or otherwise (hereinafter “Confidential Information”). The Forcey Data shall also be considered as a part of the Confidential Information. Licensor retains all rights, including all Intellectual Property Rights in the Confidential Information. Except as explicitly set forth herein, this Agreement does not in any way grant any license in the Confidential Information, and does not in any way transfer Licensor’s rights therein. You agree to treat the Confidential Information as confidential and will not, during the term of this Agreement or at any time thereafter, without the prior written authorization of Licensor: (a) reveal or disclose the Confidential Information, or any part thereof, to any Third Party; or (b) use the Confidential Information for your benefit or your employer’s benefit (other than the permitted use of the Software and Documentation according to the terms and conditions of this Agreement) or for the benefit of any Third Party. Licensee will use reasonable diligence to prevent the disclosure of the Confidential Information to any Third Party.


If the receiving party or any of its representatives is compelled by applicable law to disclose any confidential information then, to the extent permitted by applicable law, the receiving party will promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement so that the disclosing party can seek a protective order or other remedy. The receiving party will also provide reasonable assistance to the disclosing party, at the disclosing party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the disclosing party waives compliance or, after providing the notice and assistance required under this Section, the receiving party remains required by Law to disclose any confidential information, the receiving party will disclose only that portion of the confidential information that the receiving party is legally required to disclose.

Section 4. Use Restrictions


In addition to the other restrictions in this Agreement, Licensee also agrees that Licensee shall not directly or indirectly:

(a). use the Software or Documentation beyond the scope of the license granted under Section 2;

(b). provide any Third Party, including any subcontractor, independent contractor, affiliate, or service provider of Licensee or of your employer, with access to or use of the Software or Documentation;

(c). modify, translate, adapt, or otherwise create derivative works or improvements of the Software or Documentation or any part thereof;

(d). capture and/or disseminate screen shots of the Software;

(e). combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

(f). reverse engineer, disassemble, decompile, decode, deconstruct, or otherwise attempt to derive or gain access to the source code or object code of the Software or any part thereof;

(g). remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;

(h). copy the Software or Documentation, in whole or in part;

(i). rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, disclose, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(j). use any automated technology such as a robot, spider, crawler, data or screen scrapers, data or screen capture tools, directly or indirectly, such as through others, in connection with the Software or any of Licensor’s products, services, information, and materials;

(k). provide false or misleading information to the Software;

(l). send or facilitate in any way the transmission of illegal, terror-related, pornographic, or other government or prohibited materials;

(m). use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of, with the exception of training and instruction in relation to, any hazardous environments or systems, including:

(i)power generation systems;

(ii). aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; and,

(iii). safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems;

(Licensee acknowledges that the Software is for content delivery only and that the Software shall not be used for operating equipment that is not a Supported Device);

(n). use the Software or Documentation in violation of any law, regulation, or rule;

or,

(o). use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage.


Licensor reserve rights to enforce substantial penalties, including charging Licensee for related network costs and terminating Licensee’s account, for any such violations of these Use Restrictions.

Section 5. Responsibility for Use of Software


Licensee is responsible and liable for all uses of the Software and Documentation through access thereto, either directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users, whether such access or use is permitted by or in violation of this Agreement.

Section 6. Compliance Measures.

(a). The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

(b). The Software may also contain technological auditing features designed to determine whether you are authorized use of the Software, including features to sever your use of the Software if you are not authorized to use the Software or to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such auditing features.

(c). On Licensor’s request, Licensee shall allow Licensor to conduct a review of your use of the Software and certify to Licensor in a written instrument signed under penalty or perjury that Licensee is in full compliance with this Agreement or, if Licensee discovers any noncompliance:

(i). Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance.

(ii). If Licensee’s use of the Software exceeds the number of copies under the Forcey Platform License Agreement, Licensor shall have the remedies set forth in Section 6(d).

(d). During the Term, Licensor may audit Licensee’s use of the Software to ensure Licensee’s compliance with this Agreement. Licensor may audit Licensee’s systems within 24 months after the end of the Term to ensure Licensee has ceased use of the Software. The Licensee shall cooperate with Licensor’s personnel conducting such audits and provide all access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information. Licensor shall only examine information directly related to the Licensee’s use of the Software. Licensor may conduct audits only during Licensee’s normal business hours and in a manner that does not unreasonably interfere with the Licensee’s business activities.

(e). If the audit/any of the measures taken or implemented under this Section 6 determines that the Licensee’s use of the Software exceeds or exceeded the use permitted by this Agreement then Licensee shall, within five days following the date of such determination or Licensor’s notification thereof, bring Licensee’s use into compliance with this Agreement.

The remedies set forth in this Section 6 are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

Section 7. Maintenance and Support.

(a). Licensor may develop and provide Updates or Maintenance Releases in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates or Maintenance Releases at all or for particular issues. Licensee further agrees that all Updates or Maintenance Releases will be deemed a part of the Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Updates or Maintenance Releases do not include New Version(s) of the Software that Licensor may issue, including but not limited to any New Version as a separate or new product, and Licensor may determine whether any issuance qualifies as a New Version in its sole discretion.

(b). Licensor reserves the right to condition the provision of maintenance and support services, including all or any Updates or Maintenance Releases, on Licensee’s payment of Fees to Licensor for the use of the Software or continued use thereof. Licensor will not be liable or responsible for any failure to perform, or delay in performance of any of Licensor’s obligations under this Agreement that is caused by any act or event beyond Licensor’s reasonable control, including but not limited to, acts of God, failure of public or private telecommunications networks, changes in law or regulation, or any other force majeure event or circumstance, whether or not foreseeable.

Section 8.  Collection and Use of Information.

(a). Licensee acknowledges that Licensor may directly, indirectly (including through the services of Third Parties), or through your use of the Software, collect and store the Customer Data as well as other information about you, about your employer, and about your use of the Software, as well as all data which Licensee inputs into the Software about you, and receives as output in connection with your use of the Software, and about the equipment on which the Software is installed or through which it otherwise is accessed and used, through the provision of the Software and/or any maintenance, and support services provided by Licensor.

(b). Licensee acknowledges that you and your employer have an agreement in place as to the ownership Customer Data, which may include your Personal Information, and as between Licensor and Licensee, such Customer Data shall be owned by Licensee. To the extend that you do not have an agreement with your employer regarding the ownership of Customer Data, you further agree that all Customer Data shall be owned by your employer.

(c). In addition to the other licenses granted herein, Licensee agrees that the Licensor may use such information and data for any purpose, and hereby grants to Licensor a fully-paid up, royalty-free, worldwide, non-exclusive license to use such information and data and all Intellectual Property Rights therein, at least for the purposes of:

(i). improving the performance of the Software or developing Maintenance Releases, Updates, and New Versions;

(ii). creating, using, and updating learning models (LM) for implementation with the Software;

(iii) verifying Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including all Intellectual Property Rights in and to the Software.

Section 9. Registration, Use, and Data

As a part of you being provided with access to and use of the Software, you may be required to “register” with Licensor. If required to do so, you agree to provide current, accurate, and complete information about you as is required prior to accessing or using the Software and at other points as may be required in the course of using the Software, including your complete legal name, street address, phone number(s), email address, and such other information as may be requested by Licensor (“Registration Information”).  Further, you agree to maintain and update your Registration Information as required to keep it current, accurate, and complete. You agree that Licensor may store and use the Registration Information and other information you provide in connection with your use of the Software in accordance with the Forcey Privacy Policies, which is incorporated into this Agreement by reference. Licensor has the right, but not the duty, to confirm or otherwise verify or check, in its sole discretion, the truth and accuracy of any registration and other information at any time. Licensor may terminate your rights to the Software, if any information you provide is false, incomplete, or inaccurate.  

To access and use the Software, you must have a valid account with a username and password (“Credentials”), and you or your employer must have paid the Fees in advance of any such access or use. You are responsible for maintaining the confidentiality of your username and passwords. You are liable for all transactions and other activities carried out under your Credentials. You agree to notify your employer if any password is lost, stolen, disclosed to an unauthorized party, or otherwise may have been comprised. You agree to immediately inform your employer of any unauthorized use of your account or any other breach of security in relation to the Software known by you. Licensor shall have no liability for any loss or damage arising from your failure to comply with these requirements. If Licensor suspends or terminates your account under this Agreement, you acknowledge that all information and content associated with such account will no longer be available to you.

Licensor may use or disclose data related to your use of the Software, including user profile information (i.e., name, address, email address, age, sex, health information, etc.), IP addressing and traffic information, usage history, and any content residing on Licensor’s servers and systems (Your Data), if Licensor determines that such use or disclosure is reasonably necessary (1) to comply with applicable laws and lawful government requests, (2) for You or your employer to use the features of the Software, (3) enforce this Agreement, (4) respond to claims that any such data violates the rights of others, or (5) to protect or watch after the rights, property, health, or personal safety of You, your employer, or Licensor.  You also agree that any and all information that is entered into the Software or captured by the Software as a part of your use of the Software or otherwise will become a part the Customer Data, as defined herein. For further information regarding your privacy, please review the Forcey Privacy Policies, which are incorporated into this Agreement by reference, and which you hereby agree to comply with.

Licensee hereby also grants Licensor a fully paid up, royalty free, worldwide, perpetual, irrevocable, sublicensable, non-exclusive license to, anonymize the Customer Data (removal of Licensee specific identifying information (i.e., name, address) and any information which causes any of Licensee’s information to become Personal Information of the Customer Data), as well as use and Process the anonymized Customer Data for any Forcey business purposes. Licensee also agrees that Licensor shall own the Forcey Data, which will be and is created, at least in part, from such anonymized Customer Data, and to the extend necessary, Licensee hereby assigns to Licensor all right, title, and interest that it may own in the Forcey Data.

Further, Licensee also acknowledges and agrees that Licensor may create learning models and other features, such as automation, benchmarks, suggestions, auto-fills, or the like, to be used within the Software (“AI Features”) which use and/or rely in whole, in part, directly, or indirectly on such anonymized Customer Data or other data within an applicable vertical market group for Licensee’s industry vertical.

As provided above herein, for all of the raw data which makes up the Customer Data, Customer, and in particular your employer, shall own all such data, except as otherwise agreed to as between you and your employer.

To the extent needed by Licensor to perform any Services under this Agreement, and to the extent that Licensor does not already have such rights, Licensee also hereby grants Licensor a non-exclusive, fully transferable, royalty-free, worldwide right and license to the Customer Data during the Term of this Agreement to access, use and modify all data and information belonging to Licensee in order to provide any Services and make such data and information accessible to Licensee in the Software. For the avoidance of doubt, the Customer Data may include personal data. Notwithstanding the foregoing, Licensor shall be free to, and Licensee hereby grants Licensor a non-exclusive, fully transferable, royalty-free, worldwide right and license to create and use meta-data, statistics and such other information derived from any Personal Data within the Customer Data that cannot be (a) identified as originating or deriving directly from a particular person, and (b) reverse-engineered by a third party such that it can be so identified, for any purpose whatsoever (whether during or after the Term of this Agreement).

You have the sole responsibility for the accuracy, quality, integrity, and reliability of all Customer Data as entered into or captured by the Software or otherwise provided to Licensor. You consent to the disclosure of and use of any and all data to Licensor, including the capture, entry, and use of Customer Data, including Personal Information about you, within and by the Software. You represent and warrant to Licensor that you have the full right, power and authority to provide this consent. You shall comply with all of Forcey Data Privacy Policies and other Privacy Policies.

Section 10. Security

Licensee recognizes that no technology can provide an environment that is completely secure or entirely resistant to intrusions or breaches. Accordingly, Licensee agrees that Licensor makes no warranty or representation, express or implied that the Software or Forcey Data will be free from security vulnerabilities or immune from attacks, intrusions or breaches. Notwithstanding any provision in this Agreement to the contrary, Licensee agrees that Licensor provides no indemnification to Customer for the disclosure of any Customer Data or other Licensee confidential information due to a breach or other security issue with the Software or Forcey Data in relation to the Customer Data or otherwise. Licensee further acknowledges and agrees that the Software and associated data may be subject to interruption, limitations, damage, delays and other problems inherent in the use of computer or internet applications and electronic communications. Licensee’s sole remedy in the event of downtime or other breach of the Software or Forcey Data will be that which is set forth in the Cap On Monetary Liability section of this Agreement (one cap for all Licensees, including all end users, and not a separate cap for each Licensee / end user).

Section 11. Intellectual Property Rights

Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to access and use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor shall retain its entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement or through the Forcey Platform License Agreement. Licensee shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperate with Licensor, at Licensor’s sole expense, in any legal action taken by Licensor to enforce its Intellectual Property Rights. 

Section 12. Payment

All Fees are payable to Licensor in advance in the manner as required by Licensor for the use of the Software, which may change from time to time at their sole discretion, and are non-refundable. Any renewal of the license or maintenance and support services hereunder shall not be effective until the Fees for such renewal have been paid in full to Licensor by your employer.

Section 13. Termination

(a). This Agreement is effective for an unlimited duration unless and until terminated as set forth herein. Your rights under the license granted shall terminate automatically without notice from Licensor if you fail to comply with any terms or conditions of this Agreement. Upon termination of this Agreement, you shall cease all use of the Software. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination. 

(b). Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for two (2) days after Licensor provides written notice thereof.

(c). Licensor may terminate this Agreement, effective immediately, if Licensee or your employer files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

(d). Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Software and Documentation.

Section 14. Warranties


LICENSEE warrants, represents, and covenants to Licensor that Licensee: (a) is at least 18 years of age; (b) possesses the legal right, authority and ability to enter into this Agreement; AND (c) will use the software only for lawful purposes and in accordance with this Agreement and all applicable policies, guidelines, laws and regulations.

Section 15. Disclaimer of Warranties.

(a). THE SOFTWARE IS PROVIDED TO LICENSEE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.


LICENSOR STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.

Section 16. Limitation of Liability.


TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(a). IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b). IN NO EVENT WILL LICENSOR’S COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO LICENSOR FOR USE OF THE SOFTWARE. 

(c). THE LIMITATIONS SET FORTH IN SECTION 16(a) AND SECTION 16(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Section 17. Indemnification


Licensee releases and holds harmless, and agrees to indemnify, Licensor, its Ambassadors and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, ASSERTIONS, ALLEGATIONS, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by Licensor, or its respective suppliers, arising out of or relating to: (a) Licensee’s violation or breach of any term OR condition of this Agreement, OF ANY REPRESENTATION OR WARRANTY MADE BY LICENSEE HEREIN, or OF any term OR condition set forth in any agreement entered between LICENSOR and Licensee; (b) Licensee’s improper or illegal use of the Software or Documentation; or (c) Licensee’s violation, alleged violation, or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or nonproprietary right of a third party (including defamation, libel, violation of privacy or publicity).

Section 18. Export Regulation


The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

Section 19. Miscellaneous


(a). All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the United States and the State of Ohio.

(b). Any disputes arising out of this Agreement may be filed in Ohio, and all parties hereto agree that each is subject to the jurisdiction of such courts.

(c). In no event shall Licensor be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities.

(d). All notices, requests, consents, claims, demands, waivers, and other communications sent to Licensor that are required or permitted under this Agreement shall be in writing and must be delivered to the address designated below in the manner provided for below. Each notice, request, consent, or other communication will be given and will be effective: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. 

(e). This Agreement constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 

(f). Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee, regardless of whether Licensee is a surviving or disappearing entity, will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Licensor’s prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 19(f) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(g) This Agreement is for the sole benefit of the parties hereto, and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(h) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(i). If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(j). For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Privacy Officer:
Nick Testa
nick@forcey.com

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