Effective Date: October 2o, 2024
These Terms and Conditions (the "Agreement") govern your subscription to and use of the Forcivate platform, its services, and associated products. By subscribing to Forcivate's services or using the Forcivate platform, you agree to comply with this Agreement, which constitutes a binding legal contract between you ("Customer") and Forcivate, Inc. ("Forcivate"). If you do not agree to these Terms, you may not access or use the Forcivate platform.
This Agreement is governed by and construed in accordance with the laws of the State of California, U.S.A., without reference to its conflict of law provisions. The official language of this Agreement is English. Any translation provided is for convenience only, and in the event of any conflict between the English version and a translation, the English version prevails.
Forcivate offers the following subscription-based services ("Services"):
Each subscription plan requires the mandatory inclusion of Forcivate's Enterprise Support (eSupport) at an additional cost of $1,000 per month.
3.1. Subscription Term:
All subscriptions are for an initial term of twelve (12) months (the "Initial Term") and renew automatically on a yearly basis unless terminated in accordance with the terms outlined below.
3.2. Payment and Billing:
Subscription charges will be made through the valid payment method provided by the Customer. By submitting such payment information, the Customer automatically authorizes Forcivate to charge all subscription fees incurred through the Customer’s account to any such payment instruments. The Customer is responsible for maintaining valid and updated payment information throughout the term of the subscription.
3.3. Late Payments:
Failure to make timely payments may result in the suspension or termination of access to the Services. Forcivate reserves the right to charge late fees and interest on overdue amounts, as well as any additional costs incurred in recovering outstanding payments.
4.1. No Refunds:
Subscriptions to Forcivate Services are non-refundable. If the Customer cancels their subscription prior to the expiration of the Initial Term, the Customer is obligated to pay the full subscription fees for the remainder of the twelve-month period. eSupport fees for the remaining period are waived upon early termination.
4.2. Termination by Customer:
The Customer may terminate their subscription before the next contract renewal date. Each renewal constitutes a new yearly commitment. Failure to terminate before renewal results in an obligation for the Customer to complete the upcoming 12-month subscription term.
5.1. Customer Responsibilities:
The Customer agrees to:
5.2. Prohibited Activities:
The Customer is prohibited from:
6.1. License to Use the Services:
Forcivate grants the Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for the Customer’s internal business operations.
6.2. Ownership of Data and Content:
All data, information, and content uploaded to the Forcivate platform by the Customer during the term of the subscription shall remain the property of Forcivate. The Customer may request retrieval of their data following the termination of their subscription by contacting Forcivate, subject to applicable retrieval fees.
6.3. Intellectual Property Rights:
The Services, including all algorithms, proprietary software, and any related intellectual property, are owned exclusively by Forcivate. Unauthorized use or infringement of Forcivate’s intellectual property rights will be subject to legal action under California law.
7.1. Exclusion of Certain Damages:
To the fullest extent permitted by law, Forcivate and its affiliates, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, or data, arising out of or related to the use of the Services, even if Forcivate has been advised of the possibility of such damages.
7.2. Maximum Liability:
In no event shall Forcivate’s total liability under this Agreement exceed the amount the Customer has paid for the Services in the twelve (12) months preceding the event giving rise to the claim.
The Customer agrees to indemnify, defend, and hold harmless Forcivate, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
9.1. Termination by Forcivate:
Forcivate reserves the right to suspend or terminate the Customer’s access to the Services immediately and without prior notice if the Customer breaches this Agreement, engages in unlawful activity, or otherwise violates Forcivate’s acceptable use policies. Upon termination, all rights granted to the Customer under this Agreement will cease immediately.
9.2. Termination by Customer:
The Customer may terminate their subscription before the next contract renewal date, with each renewal constituting a new yearly commitment as outlined in Section 4.2.
10.1. Data Protection:
Forcivate leverages Salesforce, Inc.’s robust security infrastructure to safeguard Customer data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
10.2. Data Ownership and Retrieval:
Forcivate retains ownership of all data uploaded by the Customer to the platform. Following the termination of a subscription, the Customer may request data retrieval, which must be processed within a reasonable timeframe and subject to applicable fees.
10.2. Data Ownership and Retrieval:
Forcivate retains ownership of all data uploaded by the Customer to the platform. Following the termination of a subscription, the Customer may request data retrieval, which must be processed within a reasonable timeframe and subject to applicable fees.
11.1. Arbitration:
Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in California, and the decision of the arbitrator shall be final and binding on both parties.
11.2. Waiver of Right to Trial by Jury:
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. By agreeing to arbitration, the parties also waive the right to initiate any legal action or lawsuit in a court of law, except as necessary to enforce an arbitration award or seek equitable relief.
11.3. Venue:
If arbitration is unsuccessful, any litigation arising from this Agreement shall be filed exclusively in the state or federal courts located in California.
Forcivate will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, labor disputes, and interruptions in Internet or telecommunications services.
Forcivate reserves the right to amend or modify these Terms and Conditions at any time. Any such changes will be communicated to the Customer via email or a notice posted on the Forcivate’s website. Continued use of the Services following any amendments constitutes the Customer’s acceptance of the revised Terms.
Forcivate may not assign or transfer its rights and obligations under this Agreement to any third party. The Customer may not assign this Agreement or its obligations under it without the prior written consent of Forcivate.
