Terms and Conditions

_{Last Updated:  April 1, 2024}

THIS TERMS AND CONDITIONS (“TERMS”) IS BETWEEN YOU AND TEAM PARACLETE, INC. DBA FORTE (“FORTE”), AGREEING TO THE FOLLOWING:

Please read these Terms carefully because they govern your use of our products and services. By completing an order form and/or using our products or services, you agree to the terms of this Agreement. These Terms, any Order Forms, and any attachments, linked policies, additional terms, or documents referencing the foregoing shall be referred to as the “Agreement.” “Order Form” means an ordering document, online registrations, or order confirmations referencing these Terms that specifies the services purchased by you under the Agreement.

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1. Intellectual Property. Client acknowledges that all right, title and interest in and to the Services and any accompanying documentation remain with Forte and its suppliers, except as expressly set forth in this Agreement, and that the unauthorized redistribution or dissemination online of the Forte’s intellectual property could materially and irreparably harm Forte.  
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2. Confidentiality and Data Privacy. Forte understands and acknowledges that, during Forte's relationship with Client, Forte will have access to and learn information relating to Client and to Client's employees', property, personal identifiable information, business and affairs (the “Confidential Information”). Confidential Information encompasses any information (without regard to the medium on which such information may be recorded, whether written, visual, audio, graphic, computerized or otherwise) that is non-public, confidential or proprietary information. Forte agrees that from and after the date of this Agreement, it shall not use such Confidential Information other than for the purposes of providing the services under this Agreement and it shall keep confidential and will not disclose, directly or indirectly, any Confidential Information to any third party and that Forte shall use the same degree of care to safeguard the Confidential Information of Client and Client's employees as it utilizes to safeguard its own Confidential Information, but in no case less than a reasonable degree of care. The restrictions contained in this section shall not apply to information that (a) is or becomes publicly known other than by a breach of this Agreement or (b) is disclosed by Forte pursuant to a requirement of a governmental agency or of law, provided that, unless prohibited by law, Client is first given immediate notice of a demand or requirement for such disclosure (in no less than 72 hours of notice in any event) to enable Client to seek a protective order or other remedy with respect to such disclosure. 
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3. Representation and Warranties. Each party represents and warrants to the other party that (i) it has and shall have all the necessary rights, approvals, consents and permissions to enter into this Agreement and to grant the rights herein, and (ii) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
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4. Publicity. Neither party shall release any press releases or reference the other party in public facing materials without its prior written consent; provided, however, that Forte may reference Client and/or its logo as a customer on its website and other marketing materials. 
    
5. Termination.   This Agreement may be terminated by either party only if the other party commits a material breach of this Agreement and fails to correct such breach within thirty (30) days of its receipt of written notice from the non-breaching party.

6. Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, FORTE PROVIDES THE SERVICES "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY.
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7. Indemnification.   Each party will indemnify defend and hold harmless the other for any claims arising directly from (a) a third party intellectual property rights of a third party (b) its gross negligence, willful misconduct or violation of applicable rules, laws or regulations Each party's indemnification obligations are subject to the indemnified party: (a) promptly notifying the indemnifying party in writing regarding the claim; (b) giving the indemnifying party sole control of the defense and settlement of the claim (however, the indemnifying party may not settle any claim without the indemnified party's written consent unless the settlement contains an unconditional release of the indemnified party regarding the claim); (c) providing to the indemnifying party all available information and assistance in connection with the claim, at the indemnifying party's request and expense; and (d) not compromising or settling such claim.  The indemnified party may participate in the defense of the claim, however, such participation will be at the indemnified party's sole expense.
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8. Default. The occurrence of any of the following shall constitute a material default under this Agreement:

                    (c) The failure to make a required payment when due.

                    (d) The insolvency or bankruptcy of either party. The subjection of any of either party’s property to any levy, seizure, general                            assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

                    (e) The failure to make available or deliver the Services in the time and manner provided for in this Agreement.

9. Remedies. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
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10. Limitation of Liability. IN NO EVENT SHALL CLIENT OR FORTE BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL CLIENT OR FORTE’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO FORTE UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO SUCH LIABILITY.
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11. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, pandemics, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
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12. Dispute Resolution. The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

           Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any            statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be            submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and             judgment may be entered upon it by any court having proper jurisdiction.
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13. Entire Agreement. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
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14. Severability. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
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15. Amendment. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
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16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California.
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17. Notice. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered via email to the applicable party’s email address listed on the signature page(s) attached hereto.
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18. Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
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19. Attorney’s Fees to Prevailing Party. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
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20. Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
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21. Updates. We may update these Terms (1) to reflect changes in our Services or how we do business - for example, when we add new Services, features, technologies, pricing, or benefits (or remove old ones), (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm. If we materially change these Terms, we’ll endeavor to provide you with reasonable advance notice and the opportunity to review the changes, except (1) when we launch a new Service or feature, or (2) in urgent situations, such as preventing ongoing abuse or responding to legal requirements. It is important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified these Terms, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not continue to use the Services and may cancel your Services pursuant to Section  5 (Termination).
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CONTACT INFORMATION. We welcome your comments or questions about these terms and conditions. You may also contact us at hello@getforte.com.

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