Terms of Use

These Terms and Conditions of Use and all other legal documents incorporated by reference (collectively, the “Terms”) set forth the legal contract between you as an end user or as a manager or administrator (“User” or “you” or “your”) and Forework LLC, along with its subsidiaries and affiliates (“Forework” or “we” or “our”) with respect to access to and use of its products and services (the “Forework Services”) through its websites, including, but not limited to www.Forework.com, and in connection with your use of our mobile applications, whether accessed via computer, mobile device, tablet or other technology (collectively, the “System”) and any associated materials or content accessible through the System (collectively, the “Content”). If you are party to a pricing agreement, statement of work, Order Form, or other service agreement between you and Forework (an “Order Form”), then these Terms are incorporated into the Order Form and constitute a part of the agreement between you and Forework that includes the Order Form (the “Agreement”).

BY USING THE SYSTEM AND SERVICES, YOU ACKNOWLEDGE AND REPRESENT THAT YOU (i) HAVE READ THESE TERMS AND THE PRIVACY POLICY, (ii) UNDERSTAND THEM, (iii) ACCEPT AND AGREE TO BE BOUND BY THEM, (iv) ARE AT LEAST 18 YEARS OLD OR ARE ABLE TO FORM LEGALLY BINDING CONTRACTS, AND (v) AGREE TO COMPLY WITH ALL LAWS AND REGULATIONS (INCLUDING ANY POLICIES OF YOUR COMPANY) APPLICABLE TO YOU, AND TO THE USE OF THE SERVICES, THE SYSTEM, AND/OR THE INTERNET. IF YOU DO NOT AGREE TO ANY OF THE TERMS BELOW, WE ARE UNWILLING TO GRANT YOU ACCESS TO THE SYSTEM OR THE SERVICES. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE WEBSITE.

Some of Forework’s other sites, applications, products, services and tools may have additional terms that we provide to you when you use those sites, applications, products, services or tools.

I. FOREWORK SERVICES

A. Access to the System

These Terms apply to all Users of the System and the Forework Services. Forework grants you a personal, non-exclusive, non-transferable, limited license to use the System and to view or access the Forework Services set forth on the Order Form (the “Services”) solely for your personal or internal use and subject to the condition that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or access to the System, the Forework Services, or any other Content available via the System (including any websites or mobile applications). You further agree not to modify the System, or any part thereof, in any form or manner, nor to use any modified versions of the System or the Forework Services, for any reason whatsoever, without the express written consent of Forework. No commercial use or redistribution of any Content, materials, or information contained on or offered through the System or the Forework Services is permitted, unless expressly specified in a prior agreement between you and Forework.

As a condition of your use of the System (including the Services), you agree that you will not use the System for any purpose that is unlawful or prohibited by these Terms. Access to and use of password protected and/or secure area of the System is restricted to authorized Registered Users only, subject to the additional terms and conditions in the Registered User Section below. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

B. Ownership of the System

As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the System, the Forework Services, the Content and all documentation, materials, and tools provided by Forework, as well as all intellectual property and other proprietary rights in or to any of the foregoing. The System as a whole is copyrighted as a collective work, and individual works or content appearing on or accessible through the System owned by or licensed to Forework or its content providers are likewise subject to copyright protection domestically and internationally. You must abide by all copyright notices, information, or restrictions contained in or displayed on the System or the Forework Services. Certain of the names, logos, distinctive features, source identifiers and other materials displayed on the System or in the Forework Services, including its “look and feel”, constitute trademarks, trade names, service marks, trade dress or logos (“Marks”) of us or other entities. All Marks not owned by Forework that appear on the System are the property of their respective owners. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the System or the Forework Services. Except for the rights expressly licensed to you under the Terms or the Agreement, as applicable, no rights in or to the System, the Forework Services, the Content or any documentation, materials, and tools provided by Forework are granted, transferred, licensed, or assigned to you, whether by implication, estoppel, or otherwise, and all such rights are expressly reserved to Forework and its licensors.

C. Privacy

In the course or accessing and/or using the System and the Forework Services, we may obtain information about you or you may be required to provide certain personal information to us. Your and your employees’ personal information submitted to the System in connection with the Services will be protected by security measures consistent with the measures utilized by Forework to protect the personal information of Forework employees, and consistent with applicable state and federal laws. All uses of your personal information will be treated in accordance with our Privacy Policy, which is incorporated by reference and forms an integral part of these Terms. If you use the Forework Services and/or the System and/or if you register for any accounts, you are accepting the terms and conditions of our Privacy Policy, as may be amended from time to time. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of the System and the Forework Services.

D. General Restrictions on Use

In connection with your use of the System you agree not to:

circumvent or manipulate any applicable fee structure, billing process, or fees owed either to us or to our third party providers;
use the System or the Forework Services for illegal purposes or for promotion of dangerous activities;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted or received; or
upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
violate any local, state, national or international law, including, but not limited to intellectual property laws, any laws regarding the export of data or software to and from the US or other countries, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law;
stalk, harass or harm another individual;
impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity including Forework or a Forework employee;
provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act;
interfere with or disrupt the System, the Forework Services or servers or networks connected to either, or disobey any requirements, procedures, policies or regulations of networks connected to the System or the Forework Services;
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the System, or which, as determined by us, may harm the Company or users of the System, or expose them to liability.
generate unsolicited email advertisements, chain letters, junk mail, spam or allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam);
attempt to gain unauthorized access to the System, other accounts, computer systems, or networks connected to the System through hacking, password mining, phishing or any other means, obtain or attempt to obtain any materials or information through any means not intentionally made available through the System or use any materials or information obtained through any means not intentionally made available through the System;
upload, post, email, transmit, distribute or otherwise make available any material that contains viruses, computer code or any other technologies that may harm us or the interests, information or property of Users or limit the functionality of any software, hardware or other equipment; or
circumvent, disable or otherwise interfere with security-related features of the System or Forework Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the System or Forework Services.

Please be aware that it is a federal crime and a violation of 18 U.S.C. § 1030 (The Computer Fraud and Abuse Act) to intentionally access a computer without authorization and to knowingly cause damages.

E. Registered Users.

In order to access and use the Services available to a Registered User, you are required to set up or have your employer set up an account directly with Forework. When an account is set up, you are required to enter your username or email address (“User ID”) and password to access the Services (your User ID, password, and account information collectively your “Account”). You are solely responsible for maintaining the confidentiality of your Account, and warrant that you will not share your Account with any third party. You are solely responsible for any and all use of your Account and you agree (i) to be responsible for any act or omission of any users accessing the System or Services under your Account that, if undertaken by you, would be deemed a violation of these Terms, and (ii) that such act or omission shall be deemed a violation of these Terms by you. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

You are required to notify us immediately if you become aware that your Account is being used without authorization. You agree not to register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group or entity to these Terms. By registering another person, group or entity you hereby represent that you are authorized to do so. Individuals and/or entities whose access to the System or use of the Forework Services have previously been terminated by Forework may not register for a new account, nor may designate other individuals to use an account on its or your behalf. Notwithstanding the generality of the foregoing, you hereby expressly permit Forework or its authorized contractors and partners to access your Account in order to investigate and diagnose actual or potential defects or other technical problems with the System and to audit the System or to investigate security risks or fraud. When notified by Forework that Forework has identified or suspects security risks or fraudulent activity associated with your account or an account you have registered for a group or entity, it is your responsibility and that of your employer to promptly investigate the unusual activity, to resolve security issues on your system, to inform Forework of the findings of your investigation and to bear any losses associated with misuse of or intrusion into your system.

You agree to register using your real name and you agree that any information you submit about yourself is truthful and accurate. You warrant and represent that all information you provide to us as part of your registration is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete. If we believe or suspect that such information is untrue, inaccurate, not current or incomplete, we may deny or terminate your access to the System or Forework Services (or any portion thereof) and any license(s) to the System or Forework Services.

F. Age Restriction

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, you affirm that you are at least 13 years of age. If you are under 13 years of age, you may not use the System without the assistance of a parent or guardian.

G. Submissions

Any information, communications, or material of any type or nature (excluding personal information which is defined and governed by the Privacy Policy) that you submit to the System (or to any of our pages on a social media platform or other website) by e-mail, posting, messaging, uploading, downloading, or otherwise (collectively, a “Submission”) is done at your own risk and without any expectation of privacy. Forework does not own any Submissions provided via the System. However, by inputting/submitting such Submissions you are granting Forework a nonexclusive, irrevocable, worldwide, sublicenseable, transferable, perpetual, unlimited, assignable, fully paid up and royalty-free right to copy, publish, prepare derivative works of, distribute, process, analyze, use, modify or adapt in order to transmit, display or distribute over computer networks and in various media and commercialize, in any way now known or in the future discovered, such Submissions (or any content or materials contained therein). You hereby represent and warrant that you have the full legal right to use such Submissions and that they, and any content or material contained therein, are not confidential or proprietary to any third party, nor are you using it in violation of any law or contractual restriction.

Forework neither actively monitors Submissions, nor exercises editorial control over any Submissions. However, Forework does reserve the right to monitor such Submissions or other use at any time as it deems appropriate and to remove any materials that, in Forework’s sole discretion, may be illegal, may subject Forework to liability, may violate these Terms, or are, in the sole discretion of Forework, inconsistent with Forework’s purpose for the System. We cannot review all material before it is posted on the System, and cannot ensure prompt removal of objectionable material after it has been submitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by and any user or third party. Forework has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Systems. YOU WAIVE AND HOLD HARMLESS FOREWORK AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

H. Content Standards

These content standards apply to any and all Submission and use of the System. All Submissions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Submissions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy
Be likely to deceive any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

I. Reliance on Information Posted

The information presented on or through the website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Forework, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Forework. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

J. Accurate Information and Review of Output

Forework will provide the Services to you based upon information you provide to Forework. You are responsible for the accuracy and completeness of the information you provide or which any employee, contractor, participant, or any other person provides to Forework in connection with the Terms or the Agreement, as applicable, or on your behalf. You agree to timely execute and return a Power of Attorney (“POA”) and other registration forms as necessary for Forework to provide the Services in each applicable jurisdiction and agency, and as otherwise may be reasonably requested by Forework. You agree to immediately notify Forework in writing of any changes to information provided to Forework by you, by your employees, contractors, or participants, or by others on behalf of any of the foregoing. You must provide all information that you would like Forework to use in connection with any debit, deposit, or filing under the Services no later than two Business Days in advance. Information received by Forework before 2:00 p.m. Eastern Time is considered timely for that Business Day. You agree to promptly review all reports, records, and similar documents (each a “Deliverable”) prepared by Forework for accuracy and completeness immediately upon receipt, electronically or otherwise, and to promptly notify Forework of any discrepancies or issues that need to be addressed.

K. Feedback

If you submit any information to us about the System or Forework Services, as a comment or evaluation (“Feedback”), you assign, without compensation to you, all right, title, and interest (including to any associated copyrights, patents, or other intellectual property) in all the Feedback you submit to Forework. To the extent such rights may not be assigned in this manner, you hereby grant to Forework an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, unrestricted license to make, use, sell, offer for sale, import, reproduce, prepare derivative works, copy perform, display, sublicense, or otherwise exploit, in any medium now known or later developed, the Feedback, without compensating you, without indicating that it is yours, and without having any obligation to you or any other person or entity. If you want to send us your feedback (and we hope you do) we simply request that you send it to us by emailing [email protected] or providing it through the designated area within the System. You agree not to take any action that may undermine any feedback or ratings systems that we establish as part of the System or the Forework Services. This includes not displaying, importing, exporting or using any feedback information off of the System.

L. Links to Third-Party Sites

The System may contain links that will let you access other websites that are not under the control of Forework. The links are only provided as a convenience and Forework does not endorse any of these Systems. Forework assumes no responsibility or liability for any material that may accessed on other websites reached through this System, nor does Forework make any representation regarding the quality of any product or service contained at any such website. Forework prohibits unauthorized links to the System, imbedding all or part of the System in another site and the framing of any information contained on the System or any portion of the System. Forework reserves the right to disable any unauthorized links or frames. Forework has no responsibility or liability for any material on other websites that may contain links to this System.

II. TERMINATION

Your rights under these Terms will automatically and immediately terminate if you fail to comply with your promises and obligations stated in these Terms. You understand and agree that upon termination of these Terms or your use of the Forework Services, we retain the license rights granted to us under these Terms. Notwithstanding the foregoing, it is our policy to retain all information provided to us and stored in your Account for 30 days after the termination of your Account. After 30 days, we may delete your information from our servers except as required by law or as otherwise agreed to between you and us. You understand that if you want to use our Services after termination of your Account, you may need to re-register with us.

Without limiting other remedies, we also reserve the right to limit or partially terminate or suspend the Services and accounts, prohibit access to the System, the Services and the Content, delay or remove any Content, take technical and legal steps to keep any Users off the System if we think that they are creating possible legal liabilities, infringing the intellectual property rights of third parties, acting in violation of these Terms, or acting inconsistently with the letter or spirit of our policies.

III. DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF LIABILITY; INDEMNIFICATION

A. Disclaimer of Warranties; Warranties of User

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website or System will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBISTE, ITS CONTENT, AND ANY SERVICE OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE SERVICES, THE SYSTEM, AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES RELATED TO THE FOREGOING ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OR GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. FOREWORK AND/OR OUR THIRD PARTY SUPPLIERS OR LICENSORS DO NOT WARRANT THAT THE SYSTEM, CONTENT OR ANY MATERIALS OR SERVICES AVAILABLE ON OR THROUGH THE SYSTEM OR THROUGH FOREWORK ARE OR WILL BE ACCURATE, CURRENT, ERROR-FREE, VIRUS FREE, RELIABLE OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THE SYSTEM IS OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS OR THAT DEFECTS WILL BE CORRECTED. THE SUBMISSION OF ANY PERSONAL INFORMATION AND THE DOWNLOAD OR UPLOAD OF ANY CONTENT THROUGH THE FOREWORK SERVICES AND/OR SYSTEM IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY INFORMATION OR FROM RELIANCE UPON ANY INFORMATION, AND YOU ARE ADVISED TO MAINTAIN OFFLINE BACKUP COPIES OF ALL INFORMATION. FOREWORK IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY OFFERINGS. FOREWORK DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SYSTEM; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING THE SERVICES.

NO REPRESENTATION OR WARRANTY IS MADE THAT THE SYSTEM OR SERVICES PROVIDE COMPREHENSIVE OR ACCURATE INFORMATION. WE RESERVE THE RIGHT TO FILTER, MODIFY OR REMOVE CONTENT, MEDIA, INFORMATION OR ANY OTHER MATERIAL FROM THE SYSTEM OR THE SERVICES AND FROM THE OUTPUT OF THE SERVICES. Forework periodically adds, changes, improves, or updates the Content and documents on this System without notice. Forework assumes no liability or responsibility for any errors or omissions in the Content of this System. Your use of this System is at your own risk. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

You represent and warrant that you have full power and authority to enter into this Agreement and perform your obligations under this Agreement, and the execution and performance of your obligations under this Agreement will not constitute a breach of any law or regulation or contract or agreement to which you are a party or by which you are bound.

B. Limitation of Liability

USE OF THE FOREWORK SERVICES, THE SYSTEM, AND ANY CONTENT IS AT YOUR OWN RISK. IN NO EVENT WILL FOREWORK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF FOREWORK WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF FOREWORK TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SYSTEM, OR THE USE OR THE SYSTEM, EXCEED THE LIABILITY CAP. THE AMOUNT OF THE LIABILITY CAP FOR USERS WHO HAVE ENTERED INTO A WRITTEN ORDER FORM WITH FOREWORK EQUALS THE FEES PAID BY USER UNDER SUCH ORDER FORM DURING THE MONTH PRECEDING THE DATE OF THE FIRST SUCH CLAIM ARISING UNDER THIS AGREEMENT. FOR ALL OTHER USERS AND IN ALL OTHER CASES, THE LIABILITY CAP IS ONE HUNDRED U.S. DOLLARS (U.S.D. $100.00). YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND FOREWORK RELATING TO THE PROVISION OF THE SYSTEM, THE SERVICES, AND ANY CONTENT TO YOU, AND FOREWORK WOULD NOT PROVIDE THE SYSTEM OR SERVICES TO YOU WITHOUT THIS LIMITATION. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SYSTEM OR SERVICES OR DELETION OF YOUR ACCOUNT OR CONTENT.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL FOREWORK OR ITS LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM FORCES OF NATURE, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, PANDEMICS, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

C. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless Forework, its officers, directors, employees and agents from and against any and all damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the System, Forework Services, and/or the Content; (ii) your violation of any term of these Terms including the Content Standards; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Submissions or information caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the System and/or the Forework Services.

IV. GENERAL TERMS

A. Copyright

If you believe your copyright has been violated by Content or Third-Party Offerings accessible on the System, please contact us by email at [email protected].

B. Modifications to Terms

We may change these Terms from time to time. Any such changes will become effective when posted on the System. If you object to any such changes, your sole recourse will be to cease using the System and the Forework Services. Continued use of the System and/or the Forework Services following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes. In addition, certain features of the Forework Services may be subject to additional terms of use. By using such features, or any part thereof, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms, the additional terms will govern.

C. Modifications to Forework Services

We reserve the right to modify the System and/or Forework Services at any time without notice. If you object to any changes to the System or Forework Services, your sole recourse will be to cease using them. Continued use of the System or Forework Services following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Forework Services as so modified. We also reserve the right to discontinue the System and/or Forework Services at any time without notice. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the System or the Forework Services.

D. Disputes

These Terms will be subject to and construed in accordance with the laws of the State of New York, excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against Forework must be resolved exclusively by a state or federal court located in Albany County, New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country or state of residence or any other relevant jurisdiction. You agree to submit to the personal jurisdiction of the courts located in New York for the purpose of litigating all such claims or disputes.

E. Electronic Communications

The communications between you and Forework use electronic means, whether you visit the System or send us emails, or whether Forework posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Forework in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Forework provides to you electronically have the same effect as if it were provided in writing and signed by you in ink. The foregoing does not affect your non-waivable rights. You may also receive a copy of these Terms of Use by accessing this System.

F. General Terms

Compliance with Laws. You agree to comply with all laws, rules and regulations that apply to your use of the System and the Forework Services. You acknowledge and agree that, while the Services are designed to assist you in complying with applicable laws and governmental regulations, you—and not Forework—will be solely responsible for (i) compliance with all laws and governmental regulations affecting your business and (ii) any use you may make of Services to assist you in complying with such laws and governmental regulations. You agree not to rely on your use of the Services in complying with any laws or governmental regulations. Unless otherwise agreed in writing by the parties, the Services will be utilized by you solely in the United States.

Independent Contractors. Neither you nor Forework will at any time be deemed to be the employee, agent or legal representative of the other for any purpose. These Terms and any Agreement between you and Forework do not constitute and will not be construed to create a partnership, joint venture, or agency relationship.

Assignment. The rights and obligations of you and Forework will be binding upon and inure to the benefit of you and Forework, respectively, and their respective successors and permitted assigns. You may not assign, transfer, delegate, or sublet any of your rights or obligations under these Terms or any Agreement, including involuntarily by merger or otherwise, without the prior written consent of Forework, which will not be unreasonably withheld. Forework will have the right to assign its rights and obligations under these Terms and any Agreement, in whole or in part. These Terms and the terms of each Agreement are intended solely for the benefit of you and Forework and do not confer third-party beneficiary rights upon any other person or entity.

Force Majeure. Neither you nor Forework will be liable to the other for any loss or damage which may be suffered as a result of a delay in performance or a failure to perform caused by an event beyond such Party’s reasonable control, including without limitation any act of God, inclement weather, failure or shortage of power supplies, flood, hurricane, pandemic, drought, lightning or fire, strike, lockout, act or omission of government or other competent authority.

These Terms, together with the Privacy Policyany other separate terms referred to and incorporated herein by reference, and any other legal notices published by Forework on the System, shall constitute the entire agreement between you and Forework concerning the System and Forework Services. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Forework’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of these Terms shall remain in full force and effect. The provisions of sections I.A, I.B, I.D, I.G, I.J, II, III, and IV will survive the termination of these Terms. You agree that any claim or cause of action related to the System, the Forework Services, and/or these Terms must be filed within one year after the events underlying the claim or any alleged error occurred, regardless of when the error or claim became known to you. You agree that failure to assert a claim within this one-year limitations period will forever bar your right to further pursue a claim.

V. Your Comments and Concerns

This website is operated by Forework LLC.

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected].