ForgeOps Terms of Service

These Terms of Service (the "Terms") govern access to and use of the ForgeOps platform (the "Service") provided by VERBLEAD LLC ("ForgeOps", "we", "us"). By accepting these Terms, or by accessing or using the Service, the organization on whose behalf they are accepted ("Customer", "you") agrees to them.

1. Agreement to Terms

These Terms form a binding agreement between ForgeOps and Customer. Where Customer and ForgeOps have signed a separate written agreement covering the Service, that agreement controls to the extent of any conflict. Order forms, subscription plans and any Data Processing Addendum executed by the parties are incorporated by reference.

These Terms govern one relationship only: the provision of the Service by ForgeOps to Customer as a software-as-a-service subscriber. They do not govern, vary or determine the rights or obligations arising under any other relationship that may exist between ForgeOps, Customer, or any individual — including any employment, contractor, consulting or other engagement. Those relationships are governed by their own agreements and by applicable law.

Acceptance is recorded electronically. ForgeOps retains a record of each acceptance, including the version and content of the document accepted, and makes that record available to Customer's organization owner within the Service.

2. Eligibility

The Service is offered for business use only. To use the Service you must be at least 18 years old and capable of forming a binding contract. The Service is not directed to consumers or to children, and it is not intended for personal, family or household purposes.

3. Authority to Bind an Organization

The individual who accepts these Terms on behalf of an organization represents and warrants that they are authorized to enter into agreements on that organization's behalf. If that individual does not have such authority, they must not accept these Terms and must not create or administer an organization on the Service.

ForgeOps is entitled to rely on that representation. Customer is responsible for the acts and omissions of the individuals it authorizes to administer its organization.

4. Organization Accounts

An organization account (a "Workspace") is the unit of tenancy on the Service. Each Workspace is logically separated from every other Workspace, and Customer Data submitted to one Workspace is not accessible from another.

Each Workspace has an Organization Owner — the person holding administrative authority over the Workspace's agreements, subscription, billing, authorized administrators, data export, and deletion or transfer of the Workspace. Customer is responsible for maintaining an accurate Organization Owner designation and for transferring that role when the individual holding it changes role or leaves the organization.

5. Authorized Users

Customer may permit its employees, contractors and agents ("Authorized Users") to use the Service under Customer's Workspace. Customer is responsible for its Authorized Users' compliance with these Terms, for the accuracy of the access rights it grants them, and for promptly removing access when it is no longer appropriate.

Credentials are personal to each Authorized User and must not be shared. Customer will notify ForgeOps promptly at [SECURITY CONTACT EMAIL] on becoming aware of any unauthorized access to its Workspace.

6. License to Use ForgeOps

Subject to these Terms and to payment of any applicable fees, ForgeOps grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the term, solely for Customer's internal business purposes.

Customer will not, and will not permit any third party to: (a) copy, modify or create derivative works of the Service; (b) reverse engineer, decompile or disassemble any part of the Service, except to the extent that restriction is prohibited by applicable law; (c) rent, lease, resell, sublicense, distribute or provide the Service as a service bureau to any third party; (d) remove or obscure any proprietary notice; (e) access the Service to build a competing product or to benchmark it for publication without ForgeOps's prior written consent; or (f) circumvent any usage limit, access control or security measure.

What this license is not. It is a right to USE the hosted Service for the term. It is not a sale, an assignment, a transfer, a joint venture, a partnership, or a grant of any ownership interest. No source code, build artifact, database schema, container image or on-premise copy of the Service is delivered, licensed or escrowed under these Terms. The Service is provided only through the interfaces ForgeOps makes available.

The license is non-exclusive. ForgeOps may license the Service, including any feature of it, to any other person — including customers in the same industry, the same region, or in competition with Customer. Nothing in these Terms restricts ForgeOps's right to develop, market, sell or license the Service to anyone.

7. Ownership of the ForgeOps Platform

As between Customer and ForgeOps, ForgeOps and its licensors retain all right, title and interest in and to the ForgeOps platform and the technology underlying it, to the extent such ownership has been legally established and assigned, including, as applicable:

• software, source code and object code;
• application architecture, database architecture and schemas;
• generic workflows, business logic, algorithms and computational methods;
• user-interface designs, design systems, layouts and visual language;
• application programming interfaces and integration mechanisms;
• documentation, templates, generic report formats and platform-supplied content;
• platform features, inventions, enhancements, improvements, updates and derivative technology;
• know-how, trade secrets and technical information; and
• trademarks, trade names, service marks, logos and other brand assets.

All rights not expressly granted to Customer are reserved. Customer receives only the rights expressly licensed under the applicable agreement. Nothing in these Terms transfers ownership of any part of the Service, and no license is granted by implication, estoppel or otherwise.

No work made for hire, and no bespoke ownership, arises from this agreement. Customer is purchasing access to a commercial product, not development services. Nothing in these Terms creates a work-for-hire, commissioned-work, joint-development, co-ownership or development-services relationship between the parties. Any design, development, configuration, correction or enhancement performed by ForgeOps or its personnel in connection with the Service — whether or not carried out at Customer's request, in response to Customer's Feedback, or to address Customer's particular circumstances — is part of the ForgeOps platform, is owned by ForgeOps as provided in this section, and confers no ownership interest, exclusivity, joint interest, licence beyond §6, or right of first refusal on Customer. This applies regardless of the order in which Customer requested it, how specific the request was, or whether Customer was the first or only organization to ask for it.

Nothing in these Terms is intended to determine, and these Terms do not determine, the ownership of intellectual property created by any individual in the course of an employment or contractor relationship with any party. Ownership of such work is governed by applicable law and by any employment, contractor, assignment or other agreement between the relevant parties.

8. Customer Data

"Customer Data" means all data, records, documents, files and other content that Customer or its Authorized Users submit to, or generate within, the Service — including estimates, quotes, proposals, jobs, work orders, schedules, drawings, models, purchase orders, job-cost records, fabrication and quality records, employee records, customer and vendor records, and Customer's own proprietary company information.

As between the parties, Customer owns and retains all right, title and interest in and to Customer Data. ForgeOps claims no ownership of it.

Customer grants ForgeOps a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, back up, display, reproduce, index, analyze and otherwise use Customer Data solely to: (a) provide, maintain, secure and support the Service for Customer; (b) perform ForgeOps's obligations under the applicable agreement; (c) prevent or address service, security, fraud or technical problems; and (d) comply with applicable law. That license ends when the Customer Data is deleted or the agreement terminates, except for backup copies retained for the period described in §22 and for records ForgeOps is required to retain by law.

ForgeOps will not sell Customer Data, and will not use Customer Data to train general-purpose machine learning models for the benefit of other customers.

9. Customer Responsibilities

Customer is responsible for: the accuracy, quality, legality and appropriateness of Customer Data; obtaining all rights, consents and notices necessary for ForgeOps to process Customer Data as described in these Terms and in the Privacy Policy; configuring the Service appropriately for its business, including roles, permissions and approval thresholds; and its own compliance with laws applicable to its business, including industrial, safety, employment, export-control and record-keeping laws.

The Service supports quality, welding, inspection, fabrication and job-cost record-keeping. It is a record-keeping and workflow tool. It does not perform engineering analysis, certify compliance with any code or standard, or replace the judgment of a qualified engineer, inspector or accountant. Customer remains responsible for the correctness of its own engineering, quality, financial and regulatory determinations.

10. Feedback, Feature Requests and Product Improvements

This section distinguishes between two very different things.

(a) Customer Data and confidential materials. Drawings, models, specifications, pricing, job records and other Customer Data or Customer confidential information remain Customer's, and are treated under §8 and §11. Nothing in this section gives ForgeOps any ownership of them, and nothing in this section permits ForgeOps to disclose Customer's confidential information publicly.

(b) Feedback. If Customer or an Authorized User voluntarily provides suggestions, ideas, feature requests, recommendations, usability observations, bug reports or other feedback about the Service ("Feedback"), ForgeOps may use that Feedback to operate, develop, improve and promote the Service without restriction and without obligation of compensation or attribution. Customer grants ForgeOps a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate Feedback for those purposes.

(c) Feature requests specifically. A request from Customer that ForgeOps build, change or extend something is Feedback. If ForgeOps chooses to build it, what gets built becomes part of the core ForgeOps platform, owned by ForgeOps under §7 and made available to other customers on whatever terms ForgeOps decides. It is not bespoke or custom work, it is not made for Customer, and it does not become Customer's — no matter how specific the request, how much of it originated with Customer, or that Customer may have been the first or only organization to ask.

ForgeOps is under no obligation to build anything Customer requests, to build it within any timeframe, or to keep it once built (see §15).

Feedback is provided voluntarily. Customer is not required to provide Feedback, and providing it does not give Customer any ownership interest in the Service, in any improvement made in response to it, or in any intellectual property arising from it.

11. Confidentiality

Each party may receive non-public information of the other that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is Customer's Confidential Information. The non-public elements of the Service, including its architecture, security design and pricing, are ForgeOps's Confidential Information.

The receiving party will use the disclosing party's Confidential Information only as necessary to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and subprocessors bound by confidentiality obligations no less protective. These obligations do not apply to information that is or becomes public without breach, was rightfully known without obligation, is independently developed, or is rightfully received from a third party.

If disclosure is compelled by law, the receiving party will, where legally permitted, give the disclosing party prompt notice and reasonable cooperation to seek protective treatment.

12. Security

ForgeOps maintains administrative, technical and organizational measures designed to protect Customer Data. The Service enforces tenant isolation at the database level, role-based authorization, and audit logging of material actions. A summary of current practices is published as the ForgeOps Security & Data Practices notice.

No service can be guaranteed to be free of vulnerabilities. ForgeOps will notify Customer without undue delay after becoming aware of a security incident affecting Customer Data, in the manner and within the timeframes required by applicable law and by any Data Processing Addendum between the parties.

Vulnerability reports may be sent to [SECURITY CONTACT EMAIL].

13. Third-Party Services and Integrations

The Service can connect to third-party systems at Customer's direction — for example accounting, email, calendar, storage, payment and construction-management providers. Those connections are made only with Customer's explicit authorization, typically through OAuth, and are limited to the scopes Customer grants.

Third-party services are operated by third parties under their own terms and privacy policies. ForgeOps does not control them, does not warrant them, and is not responsible for their availability, accuracy or acts. Customer's use of a third-party service is between Customer and that provider. Disconnecting an integration stops future data exchange but does not retrieve data already transferred to the third party.

14. Acceptable Use

Customer will comply with the ForgeOps Acceptable Use Policy, which is incorporated into these Terms. ForgeOps may suspend access to any account or Workspace that materially violates it, as described in §19.

15. Changes to the Service, and Pre-Release Features

The Service is delivered as software-as-a-service and is continuously developed. ForgeOps adds, improves, changes and removes features on an ongoing basis, and the Service Customer receives at any given time is the Service as it then exists.

Accordingly:

• No specific feature is guaranteed to exist, persist, or continue to behave in a particular way.

Customer's subscription is to the Service as a whole, not to any individual feature, screen, integration, report or workflow.

• ForgeOps may modify or discontinue any feature. Where a change would materially reduce the core

functionality Customer relies on, ForgeOps will give reasonable prior notice through the Service or by email.

• ForgeOps may offer functionality on a pre-release basis and identify it as such. Pre-release

functionality is provided for evaluation, may change or be withdrawn, may contain errors, may be interrupted more often than generally available functionality, and is excluded from any service level commitment. ForgeOps does not guarantee that any pre-release feature will become generally available.

• Nothing in this section reduces ForgeOps's security and data-protection obligations, which apply to all

Customer Data regardless of the maturity of the functionality processing it.

Customer's suggestions about what the Service should do next are governed by §10; they do not create an obligation to build anything, and they do not give Customer an interest in what is built.

16. Fees and Payment

Fees, billing frequency, included usage and any overage rates are set out in the applicable order form, subscription plan or written agreement. Unless stated otherwise there, fees are stated in [CURRENCY], are due within [PAYMENT TERM] of invoice, and are non-refundable except as expressly provided.

Where no fee has been agreed — including during any free or evaluation period — access is provided at no charge and may be modified or discontinued on reasonable notice.

17. Subscription Changes

Customer may add Authorized Users or modules during a term as described in its plan. Changes that increase the subscription take effect on the date of the change and are charged on a pro-rata basis unless stated otherwise. Reductions take effect at the start of the next renewal term.

ForgeOps may change plan composition or pricing effective at the start of a renewal term on at least [NOTICE PERIOD] prior notice. Customer's continued use after that date constitutes acceptance of the change; otherwise Customer may elect not to renew.

18. Taxes

Fees are exclusive of sales, use, value-added, goods and services, withholding and similar taxes. Customer is responsible for those taxes other than taxes on ForgeOps's net income. Where Customer is exempt, Customer will provide valid documentation of exemption.

19. Suspension

ForgeOps may suspend access to the Service, in whole or in part, where: (a) Customer's use presents a material security risk to the Service or to another customer; (b) Customer materially violates the Acceptable Use Policy; (c) suspension is required by law or by a government or regulatory body; or (d) fees are overdue by more than [GRACE PERIOD] after written notice.

Except where an immediate suspension is necessary to protect the Service or a third party, ForgeOps will give notice and a reasonable opportunity to cure before suspending. Suspension is limited in scope and duration to what the circumstances require, and Customer's ability to export Customer Data under §22 is preserved wherever it is safe to do so.

20. Termination

Either party may terminate for material breach that remains uncured [CURE PERIOD] after written notice. Customer may terminate a subscription for convenience effective at the end of the then-current term. ForgeOps may terminate a free or evaluation subscription on reasonable notice.

21. Effect of Termination

On termination or expiry: Customer's and its Authorized Users' right to access the Service ends; fees accrued before the effective date remain payable; and each party's confidentiality obligations survive. Sections 7, 8, 10, 11, 18, 21–29 and 31–34 survive termination.

22. Data Export and Deletion

Before termination, and for [EXPORT WINDOW] afterwards, Customer's Organization Owner may request an export of Customer Data in a structured, machine-readable format through the Service. Exports respect the tenant boundary and the requesting user's permissions.

After that window, ForgeOps will delete or de-identify Customer Data in accordance with its retention schedule, except for: (a) records ForgeOps is required to retain by law; (b) contractual and acceptance records evidencing the parties' agreements; (c) financial records required for accounting and tax purposes; (d) security and audit logs retained for their defined retention period; and (e) residual copies in routine backups, which expire on the ordinary backup cycle.

Deletion of an individual user account does not delete the organization's records of that user's actions, or the evidence of agreements that user accepted on an organization's behalf.

23. Intellectual Property Complaints

If you believe material accessible through the Service infringes your intellectual property rights, send a notice to [LEGAL CONTACT EMAIL] identifying the material, its location within the Service, your contact information, and a statement of your good-faith belief and authority. ForgeOps will respond as required by applicable law and may remove material or suspend accounts in appropriate circumstances.

24. Disclaimers

Except as expressly stated in these Terms, the Service is provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, ForgeOps disclaims all warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty arising from course of dealing or usage of trade.

ForgeOps does not warrant that the Service will be uninterrupted, error-free or secure, that defects will be corrected, or that the results obtained from use of the Service will meet Customer's requirements. Pre-release functionality identified as such is provided without any warranty of availability, accuracy or fitness for reliance, and without any service level commitment.

25. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business or loss of data, however caused and on any theory of liability, even if advised of the possibility.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed [LIABILITY CAP]. Where the Service is provided without charge, including during any free or evaluation period, ForgeOps's aggregate liability will not exceed [FREE-TIER LIABILITY CAP].

These limitations do not apply to: [EXCLUSIONS FROM THE CAP — e.g. a party's indemnification obligations, breach of confidentiality, or liability that cannot be limited by law].

26. Indemnification

By ForgeOps. ForgeOps will defend Customer against a third-party claim alleging that the Service, as provided by ForgeOps and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay amounts finally awarded or agreed in settlement, subject to the conditions and remedies in [INDEMNITY TERMS].

By Customer. Customer will defend ForgeOps against a third-party claim arising from Customer Data or from Customer's use of the Service in violation of these Terms or applicable law, and will pay amounts finally awarded or agreed in settlement.

Each indemnity is conditioned on the indemnified party giving prompt notice, granting sole control of the defense, and providing reasonable cooperation.

27. Governing Law

These Terms are governed by the laws of the State of [GOVERNING STATE], excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. Subject to §28, the state and federal courts located in [GOVERNING STATE] have exclusive jurisdiction, and each party consents to that jurisdiction and venue.

28. Dispute Resolution

The parties will first attempt to resolve any dispute informally by escalating it to senior personnel for [ESCALATION PERIOD].

29. Changes to These Terms

ForgeOps may modify these Terms. Each modification is published as a new numbered version with its own effective date, and prior versions are retained.

For changes that are material, ForgeOps will notify Customer's Organization Owner through the Service or by email and will require affirmative acceptance of the new version before continued use. Non-material changes take effect on their stated effective date, and continued use after that date constitutes acceptance. ForgeOps does not modify the text of a version that has already been accepted; changes result in a new version.

30. Electronic Communications

Customer consents to receive communications from ForgeOps electronically, including through the Service and by email to the addresses associated with its Workspace. Electronic acceptance of these Terms and of other agreements has the same legal effect as a handwritten signature to the extent permitted by applicable law.

31. Assignment

Neither party may assign these Terms without the other's prior written consent, except that either party may assign them in their entirety to a successor in connection with a merger, acquisition, corporate reorganization or sale of substantially all assets, on notice to the other party. Any other attempted assignment is void.

32. Severability

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will remain in full force.

33. Entire Agreement

These Terms, together with the Privacy Policy, the Acceptable Use Policy, any Data Processing Addendum, and any order form or signed agreement between the parties, constitute the entire agreement regarding the Service and supersede all prior or contemporaneous understandings on that subject. No purchase order or vendor terms submitted by Customer will modify these Terms. Failure to enforce a provision is not a waiver of it.

34. Contact Information

VERBLEAD LLC [LEGAL ADDRESS]

• Legal: [LEGAL CONTACT EMAIL]
• Privacy: [PRIVACY CONTACT EMAIL]
• Security: [SECURITY CONTACT EMAIL]